Neurotrope, Inc. Announces $15.3 million Private Placement

Existing Preferred Stock Investors Convert to Common Stock, Substantially Increasing Shareholders' Equity

Exercise of Strategically Designed Warrant Package Could Result in Over $100 million in Additional Funding

Nov 16, 2015, 08:30 ET from Neurotrope, Inc.

NEWARK, N.J., Nov. 16, 2015 /PRNewswire/ -- Neurotrope, Inc. (OTCQB: NTRP) today announced that it has entered into definitive agreements to sell its securities in a private placement.  The securities purchase agreement provides for the sale of units to investors for $0.60 per unit with each unit consisting of one one-hundredth share of Series B Preferred Stock convertible into one share of common stock and one of each of the following warrants:

            (i) Series A Warrants to purchase up to an aggregate of 25,549,868 shares of common stock with an exercise price equal to $.80 per share (such exercise price subject to full protection for dilutive issuances) for a term of five years, and contain a mandatory exercise right of the Company to force exercise of the warrant if the Company's common stock trades at or above $1.50 for 20 consecutive days (subject to certain conditions, including a $150,000 minimum daily volume requirement);

            (ii) Series B Warrants to purchase up to an aggregate of 25,549,868 shares of common stock with an exercise price equal to $.80 per share (such exercise price subject to full protection for dilutive issuances) and a term of one year, and contain a mandatory exercise right of the Company to force exercise of the warrant if the Company's common stock trades at or above $1.50 for 20 consecutive days (subject to certain conditions, including a $150,000 minimum daily volume requirement);

            (iii) Series C Warrants to purchase up to an aggregate of 25,549,868 shares of common stock with an exercise price equal to $1.25 per share (such exercise price subject to full protection for dilutive issuances) and a term of five years, and contain a mandatory exercise right of the Company to force exercise of the warrant if the Company's common stock trades at or above $2.00 for 20 consecutive days (subject to certain conditions, including a $150,000 minimum daily volume requirement);

            (iv) Series D Warrants to purchase up to an aggregate of 25,549,868 shares of common stock with an exercise price equal to $1.00 per share (such exercise price subject to full protection for dilutive issuances) and a term of five years commencing on the date of initial exercise of the Series B Warrants, but which can only be exercised if and to the extent the Series B Warrants are exercised; and

            (v) Series E Warrants to purchase up to an aggregate of 25,549,868 shares of common stock with an exercise price equal to $1.50 per share (such exercise price subject to full protection for dilutive issuances) and a term of five years commencing on the date of initial exercise of the Series C Warrants, but which can only be exercised if and to the extent the Series C Warrants are exercised.

As a condition to the private placement, the holders of the Company's Series A convertible preferred stock consented to convert such securities into common stock for the purpose of better enabling the Company to achieve its goal of listing its common shares on a major stock exchange.

Also in connection with the private placement, the Company granted to the investors a right to participate in up to 100% of future equity or equity-linked financings of the Company occurring in the next year.

Neurotrope will use the proceeds from this private placement to primarily fund its Phase 2b clinical trial in 150 moderately severe to severe Alzheimer's disease patients and provide working capital.

If all of the above warrants are exercised in full for cash, the Company would raise additional gross proceeds of $136,691,792 which would be used to allow for further clinical trials in Alzheimer's disease as well as in the planned clinical work relating to Fragile X Syndrome and Niemann-Pick Type C disease, both orphan drug indications.

Neurotrope Bioscience, Inc., the Company's wholly-owned subsidiary, has an exclusive license to develop and commercialize bryostatin, a potent modulator of an enzyme called protein kinase C epsilon (PKCe), which has been studied extensively by the Blanchette Rockefeller Neurosciences Institute (BRNI) as a possible treatment of cognitive disorders. Based upon a number of BRNI pre-clinical and autopsy-validated human tissue studies, PKCe deficits have been implicated as a potential cause of Alzheimer's disease. The Company is approaching the treatment of Alzheimer's disease through the activation of PKCe.  In animal models of Alzheimer's disease, activation of PKCe has been shown to improve learning and memory, induce synaptogenesis or growth of new synapses and prevent neuronal death.

The securities to be sold have not been registered under the Securities Act of 1933 or applicable state securities laws and will be sold in a private placement pursuant to Regulation D of the Securities Act of 1933, as amended.  The securities may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from such registration requirements. Neurotrope has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of common stock issuable upon the conversion of the Series B Preferred Stock and shares of common stock issuable upon the exercise of the warrants sold in the private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Neurotrope

Neurotrope BioScience, Inc., a wholly owned subsidiary of Neurotrope, Inc., is at the forefront of biotechnology companies having a focus on developing a novel therapy for the treatment of moderately severe to severe Alzheimer's disease. The scientific basis of our treatment is activation of Protein Kinase C isozymes ε and α by bryostatin, a natural product, which can result in enhancement of existing synapses, reduces toxic amyloid generation, promotes synaptogenesis, and enhances memory and learning, thus having the potential to improve cognitive function in Alzheimer's disease. The Company has initiated its Phase 2b clinical trial in 150 moderately severe to severe Alzheimer's patients.

Neurotrope is also conducting preclinical studies of bryostatin as a treatment for Fragile X Syndrome and Niemann-Pick Type C disease, two rare genetic diseases for which only symptomatic treatments are currently available. The Food and Drug Administration has granted Orphan Drug Designation to Neurotrope for bryostatin as a treatment for Fragile X Syndrome.

NTRP has exclusive licensed technology from the Blanchette Rockefeller Neurosciences Institute for Alzheimer's disease and Fragile X Syndrome, has a world-wide, exclusive license with the Icahn School of Medicine at Mt. Sinai for Niemann-Pick Type C disease and is partnered with Stanford University to synthesize and find the next generation bryostatin – called bryologs.

Forward-Looking Statements

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. These forward-looking statements include statements regarding the proposed study and timing of initiation, and continued development of use of bryostatin for Alzheimer's disease and other cognitive diseases, and the Company's ability to list its common shares on a major stock exchange.  Such forward-looking statements are subject to risks and uncertainties and other influences, many of which the Company has no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or cause actual results to differ materially from expected or desired results may include, without limitation, the Company's inability to obtain adequate financing, the significant length of time associated with drug development and related insufficient cash flows and resulting illiquidity, the Company's patent portfolio, the Company's inability to expand the Company's business, the Company's inability to meet listing requirements for major stock exchanges, significant government regulation of pharmaceuticals and the healthcare industry, lack of product diversification, availability of the Company's raw materials, existing or increased competition,  stock volatility and illiquidity, and the Company's failure to implement the Company's business plans or strategies. These and other factors are identified and described in more detail in the Company's filings with the SEC, including the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015. The Company does not undertake to update these forward-looking statements.

Please visit www.neurotropebioscience.com for further information.
For additional information, please contact:

Robert Weinstein
Chief Financial Officer
973-242-0005 x101
rweinstein@neurotropebioscience.com

SOURCE Neurotrope, Inc.



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http://www.neurotropebioscience.com