Item 8.01 Other Events.
As previously disclosed,
on May 17, 2020, Neurotrope, Inc., a Nevada corporation (“Neurotrope”), entered into an Agreement and Plan of Merger
(the “Original Merger Agreement”) with Petros Pharmaceuticals, Inc., a Delaware corporation formed for the purposes
of effecting transactions contemplated by the Merger Agreement (“Petros”), PM Merger Sub 1, LLC, a Delaware limited
liability company and a wholly-owned subsidiary of Petros (“Merger Sub 1”), PN Merger Sub 2, Inc., a Delaware corporation
and a wholly-owned subsidiary of Petros (“Merger Sub 2”), and Metuchen Pharmaceuticals LLC, a Delaware limited liability
company (“Metuchen”), as amended by the First Amendment to the Original Merger Agreement (the “First Amendment”),
dated as of July 23, 2020 and the Second Amendment to the Original Merger Agreement, dated as of September 30, 2020 (the “Second
Amendment” and, together with the Original Merger Agreement and the First Amendment, the “Merger Agreement”).
The Merger Agreement provides for (1) the merger of Merger Sub 1, with and into Metuchen, with Metuchen surviving as a wholly-owned
subsidiary of Petros (the “Metuchen Merger”) and (2) the merger of Merger Sub 2 with and into Neurotrope, with Neurotrope
surviving as a wholly-owned subsidiary of Petros (the “Neurotrope Merger” and together with the Metuchen Merger, the
“Mergers”).
Pursuant to Sections
2.1(b) and 2.3(b) of the Merger Agreement and as described in Petros’ registration statement on Form S-4 (File No. 333-240064)
(the “Registration Statement”) that was declared effective by the U.S. Securities and Exchange Commission (“SEC”)
on October 29, 2020, the parties to the Merger Agreement may mutually agree, for Nasdaq listing purposes, to adjust the exchange
ratios pursuant to the Merger Agreement. In order to meet the listing requirements of Petros’ common stock on the Nasdaq
Capital Market, the parties to the Merger Agreement currently expect that as a result of the Metuchen Merger, each outstanding
common unit or preferred unit of Metuchen will be exchanged for a number of shares of Petros common stock, par value $0.0001 per
share (the “Petros Common Stock”) equal to 0.56008
based on an estimated 4,949,610 shares of Petros Common Stock expected to be issued to the holders of Metuchen units in the Mergers.
In addition, each securityholder of Metuchen prior to the Mergers will receive a right to receive such securityholder’s pro
rata share of the shares of Petros Common Stock potentially issuable upon the achievement of certain milestones set forth in the
Merger Agreement.
In addition, the parties
to the Merger Agreement currently expect that as a result of the Neurotrope Merger, every five (5) shares of Neurotrope common
stock, par value $0.0001 per share (the “Neurotrope Common Stock”) will be exchanged for one (1) share of Petros Common
Stock and each outstanding share of Neurotrope preferred stock, par value $0.001 per share (the “Neurotrope Preferred Stock”)
will be exchanged for one (1) share of Petros preferred stock (the “Petros Preferred Stock”). Following the Mergers,
the Petros Preferred Stock will have substantially the same conversion rights (proportionally adjusted to give effect to the Mergers
and the final exchange ratios), powers, rights and privileges as the Neurotrope Preferred Stock prior to the Mergers. In addition,
each outstanding option to purchase Neurotrope Common Stock or outstanding warrant to purchase common stock that has not previously
been exercised prior to the closing of the Mergers will be converted into equivalent options and warrants to purchase shares of
Petros Common Stock and will be adjusted to give effect to the final exchange ratios.
The final exchange
ratios will be determined pursuant to the Merger Agreement and remain subject to change. All references to shares and per share
amounts in the Registration Statement will be adjusted to reflect the final exchange ratios as determined pursuant to the Merger
Agreement.
Forward-Looking Statements
This
communication contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended) concerning Neurotrope, Petros, Metuchen,
the proposed transactions, the proposed exchange ratios and other matters. These statements may discuss goals, intentions
and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current
beliefs of the management of Neurotrope, as well as assumptions made by, and information currently available to, management.
Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events
or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,”
“anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,”
“intend,” and other similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future
performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various
factors, including, without limitation: the risk that the conditions to the closing of the transactions are not satisfied, including
the failure to obtain stockholder approval for the transactions in a timely manner or at all; uncertainties as to the timing of
the consummation of the Mergers and the spin-off of Neurotrope’s wholly-owned subsidiary, Neurotrope Bioscience, Inc., and
the ability of Neurotrope to consummate the Neurotrope Merger; risks related to Neurotrope’s ability to correctly estimate
its operating expenses and its expenses associated with the transaction; the ability of Neurotrope to protect its intellectual
property rights; competitive responses to the transaction; unexpected costs, charges or expenses resulting from the transaction;
potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction;
and legislative, regulatory, political and economic developments. The foregoing review of important factors that could cause actual
events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that
are included herein and elsewhere, including the risk factors included in Neurotrope’s most recent Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities Exchange Commission (the “SEC”).
Neurotrope can give no assurance that the conditions to the transaction will be satisfied. Except as required by applicable law,
Neurotrope undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements,
whether as a result of new information, future events or otherwise.
No Offer
or Solicitation
This
communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy
or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the
proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained,
the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation
of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange,
of any such jurisdiction.
Important Information About the Business Combination and Where to Find It
In
connection with the proposed transaction among Petros, Neurotrope and Metuchen, Petros has filed a registration statement that
was declared effective by the SEC on October 29, 2020 and that contains a proxy statement and prospectus. NEUROTROPE URGES
INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
PETROS, NEUROTROPE, METUCHEN, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders are able to obtain
free copies of the proxy statement, prospectus and other documents filed by Petros and Neurotrope with the SEC through the website
maintained by the SEC at www.sec.gov. In addition, investors and shareholders are able to obtain free copies of the proxy
statement, prospectus and other documents filed by Petros and Neurotrope with the SEC by contacting Investor Relations by mail
at Neurotrope, Inc., Attn: Investor Relations, 1185 Avenue of the Americas, 3rd Floor, New York, New York
10036. Investors and stockholders are urged to read the proxy statement, prospectus and the other relevant materials before
making any voting or investment decision with respect to the proposed transaction.
Participants
in the Solicitation
Petros,
Neurotrope and Metuchen, and each of their respective directors and executive officers and certain of their other members of management
and employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information
about Neurotrope’s directors and executive officers is included in Neurotrope’s Annual Report on Form 10-K for
the year ended December 31, 2019, filed with the SEC on March 13, 2020. Additional information regarding these
persons and their interests in the transaction will be included in the proxy statement relating to the transactions when it is
filed with the SEC. These documents can be obtained free of charge from the sources indicated above.