NEW YORK, May 26, 2020 /PRNewswire/ -- Neurotrope, Inc.
(Nasdaq: NTRP) today announced that it will host an investor
conference call and webcast to give an update on Bryostatin and the
recently proposed merger between Neurotrope and Metuchen
Pharmaceuticals, L.L.C. to form Petros Pharmaceuticals, Inc. The
investor call is scheduled for Thursday, May
28, 2020 at 11:00 AM ET.
Conference Call and Webcast Information
The Neurotrope management team will host a conference call and
webcast on Thursday, May 28, 2020, at
11:00 AM ET. The call can be
accessed by dialing (833) 651-0992 (U.S. and Canada) or (918) 922-6081 (international), at
least 10 minutes prior to the start of the call and providing the
passcode 1870579.
The live, listen-only webcast of the conference call can be
accessed by visiting the "Events & Presentations" page in the
"Investors & Media" section of the Company's website at
www.neurotrope.com. An archived webcast will be available on the
Company's website approximately two hours after the event.
About Neurotrope, Inc.
Neurotrope is a clinical-stage biopharmaceutical company working
to develop novel therapies for neurodegenerative diseases.
Neurotrope has conducted clinical and preclinical studies of its
lead therapeutic candidate, Bryostatin-1, in Alzheimer's disease,
and preclinical studies for rare diseases and brain injury,
including Fragile X syndrome, multiple sclerosis, stroke,
Niemann-Pick Type C disease, Rett syndrome, and traumatic brain
injury. The FDA has granted Orphan Drug Designation to Neurotrope
for Bryostatin-1 as a treatment for Fragile X syndrome.
Bryostatin-1 has already undergone testing in more than 1,500
people in cancer studies, thus creating a large safety data base
that will further inform clinical trial designs.
Neurotrope has entered into a definitive merger agreement
pursuant to which Metuchen Pharmaceuticals, L.L.C. and Neurotrope
have agreed to merge in an all-stock transaction resulting in a
newly formed company focused on men's health conditions, which will
be named Petros Pharmaceuticals, Inc. ("Petros"). Upon
closing of the transaction, Bryostatin-1 and substantially all of
Neurotrope's existing assets, operations and liabilities, except
for cash retained by Petros in accordance with the terms of the
merger agreement, will be spun-out into a new, separately traded
company, which will be named Neurotrope Bioscience, Inc.
Additional information about Neurotrope may be found on its
website: www.neurotrope.com.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No public offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Important Additional Information Will be Filed with the
SEC
In connection with the proposed transaction between Petros,
Neurotrope and Metuchen, Petros intends to file relevant materials
with the SEC, including a registration statement that will contain
a proxy statement and prospectus. BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT
NEUROTROPE MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS. Stockholders may obtain, free of charge, copies of
the definitive proxy statement/prospectus and any other documents
filed by Petros with the SEC in connection with the proposed
transactions at the SEC's website (www.sec.gov), at
Neurotrope's website: www.neurotrope.com, or by directing
written request to: Neurotrope, Inc., 1185 Avenue of the
Americas, 3rd Floor, New York, New
York 10036, Attention: Robert
Weinstein.
Participants in the Solicitation
Petros, Neurotrope, Metuchen and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Neurotrope in
connection with the proposed transaction. Information regarding the
special interests of these directors and executive officers in the
merger will be included in the proxy statement/prospectus referred
to above. Additional information regarding the directors and
executive officers of Neurotrope is also included in Neurotrope's
Definitive Proxy Statement on Schedule 14A relating to the 2019
Annual Meeting of Stockholders, which was filed with the SEC on
June 5, 2019. This document is
available free of charge at the SEC web site (www.sec.gov), at
Neurotrope's website, or by directing a written request to
Neurotrope as described above.
Cautionary Note Regarding 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 Petros, Neurotrope, Metuchen, the combined company, the
proposed transaction and other matters. Such forward-looking
statements are subject to risks and uncertainties and other
influences, many of which Neurotrope 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, including,
without limitation: the risk that the conditions to the closing of
the proposed transactions are not satisfied, including the failure
to obtain stockholder approval for the proposed transactions in a
timely manner or at all; uncertainties as to the timing of the
consummation of the proposed transactions and the ability of each
of Petros, Neurotrope and Metuchen to consummate the proposed
transactions; risks related to Petros' initial listing on the
Nasdaq Capital Market at the closing of the proposed transactions;
risks related to Neurotrope's ability to correctly estimate its
operating expenses and its expenses associated with the proposed
transactions; the ability of Neurotrope or Metuchen to protect
their respective intellectual property rights; competitive
responses to the transaction; unexpected costs, charges or expenses
resulting from the proposed transactions; potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed transactions; 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 Neurotrope's filings
with the Securities and Exchange Commission, including Neurotrope's
Annual Report on Form 10-K for the year ended December 31, 2019 and Current Reports on Form 8-K
filed with the SEC. Neurotrope can give no assurance that the
conditions to the proposed transactions will be satisfied. Except
as required by applicable law, Neurotrope does not undertake to
update these forward-looking statements.
Contacts
Corporate:
Robert Weinstein
Chief Financial Officer
973.242.0005 ext. 101 | rweinstein@neurotrope.com
Investors and Media:
Lisa Sher
Argot Partners
212.600.1902 | lisa@argotpartners.com
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SOURCE Neurotrope, Inc.