0000930413-19-000515.txt : 20190214 0000930413-19-000515.hdr.sgml : 20190214 20190214115003 ACCESSION NUMBER: 0000930413-19-000515 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Neurotrope, Inc. CENTRAL INDEX KEY: 0001513856 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 463522381 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88549 FILM NUMBER: 19603128 BUSINESS ADDRESS: STREET 1: 1185 AVENUE OF THE AMERICAS STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (973) 242-0005 MAIL ADDRESS: STREET 1: 1185 AVENUE OF THE AMERICAS STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: BlueFlash Communications, Inc. DATE OF NAME CHANGE: 20110223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Iroquois Capital Management, LLC CENTRAL INDEX KEY: 0001481867 IRS NUMBER: 010786483 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK, STATE: NY ZIP: 10022 BUSINESS PHONE: 212.974.3070 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK, STATE: NY ZIP: 10022 SC 13G/A 1 c93055_sch13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

(Amendment No. 1)1

 

Neurotrope, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

64129T207

(CUSIP Number)

 

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  o Rule 13d-1(b)
     
  x Rule 13d-1(c)
     
  o Rule 13d-1(d)

 

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
1

NAMES OF REPORTING PERSONS

 

Iroquois Capital Management, LLC

2 CHECK THE APPROPRIATE
BOX IF A MEMBER OF A
GROUP

(a) o

(b) o

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

5

SOLE VOTING POWER

 

- 0 -

6

SHARED VOTING POWER

 

235,504 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

7

SOLE DISPOSITIVE POWER

 

- 0 -

8

SHARED DISPOSITIVE POWER

 

235,504 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

235,504 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

10 CHECK BOX IF THE
AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES
o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.99%*

12

TYPE OF REPORTING PERSON

 

IA, OO

* See Item 4.

 
1

NAMES OF REPORTING PERSONS

 

Richard Abbe

2 CHECK THE APPROPRIATE
BOX IF A MEMBER OF A
GROUP

(a) o

(b) o

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

5

SOLE VOTING POWER

 

449,862 shares of common stock

145,834 shares of common stock issuable upon exercise of warrants*

6

SHARED VOTING POWER

 

235,504 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

7

SOLE DISPOSITIVE POWER

 

449,862 shares of common stock

145,834 shares of common stock issuable upon exercise of warrants*

8

SHARED DISPOSITIVE POWER

 

235,504 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

685,366 shares of common stock

302,084 shares of common stock issuable upon exercise of warrants*

10 CHECK BOX IF THE
AGGREGATE AMOUNT IN
ROW (9) EXCLUDES
CERTAIN SHARES
o
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.46%*

12

TYPE OF REPORTING PERSON

 

IN

* See Item 4.

 
1

NAMES OF REPORTING PERSONS

 

Kimberly Page

2 CHECK THE APPROPRIATE
BOX IF A MEMBER OF A
GROUP

(a) o

(b) o

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

5

SOLE VOTING POWER

 

- 0 -

6

SHARED VOTING POWER

 

235,504 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

7

SOLE DISPOSITIVE POWER

 

- 0 -

8

SHARED DISPOSITIVE POWER

 

235,504 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

235,504 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

10

CHECK BOX IF THE                  o

AGGREGATE AMOUNT IN

ROW (9) EXCLUDES

CERTAIN SHARES

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.99%*

12

TYPE OF REPORTING PERSON

 

IN

* See Item 4.

 

 

This Amendment No. 1 (this “Amendment”) amends the statement on Schedule 13G filed on December 28, 2018 (the “Original Schedule 13G”) with respect to the Common Stock, $0.0001 par value (the “Common Stock”) of Neurotrope, Inc., a Nevada corporation (the “Company”). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Original Schedule 13G. This Amendment amends and restates Item 4 in its entirety as set forth below.

 

Item 4.        Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 7,909,603 shares of Common Stock outstanding as of December 17, 2018, plus the assumed issuance of 5,012,677 shares of Common Stock sold in the registered direct offering as represented in the Company’s Prospectus Supplement filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on December 17, 2018, which includes the exercise of the reported November 2015 private placement warrants (the “Reported November 2015 Warrants”) and the reported November 2016 private placement warrants (the “Reported November 2016 Warrants” and together with the Reported November 2015 Warrants, the “Reported Warrants”). Such percentages do not include shares of Common Stock issuable upon exercise of warrants issued in the December 2018 registered direct offering as such warrants are not exercisable within the next 60 days.

 

Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the “9.99% Blocker”).

 

As of the date of the event which requires filing of this statement, Iroquois Master Fund Ltd. (“Iroquois Master Fund”) held 235,504 shares of Common Stock and Reported Warrants to purchase 156,250 shares of Common Stock (of which the Reported Warrants are subject to the 9.99% Blocker) and Iroquois Capital Investment Group LLC (“ICIG”) held 449,862 shares of Common Stock and Reported Warrants to purchase 145,833 shares of Common Stock (of which the Reported Warrants are subject to the 9.99% Blocker). Mr. Abbe also beneficially owned Reported Warrants to purchase 5,209 shares of Common Stock (of which the Reported Warrants are subject to the 9.99% Blocker) which are held by Kensington Investment Partners LLC.

 

Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Warrants (each subject to the Blockers) held by, Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois Master Fund and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of ICIG and Kensington Investment Partners LLC. As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Warrants (each subject to the Blockers) held by, Iroquois Master Fund, ICIG and Kensington Investment Partners LLC. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such shares of Common Stock except to the extent of their pecuniary interest therein.

 

Item 5.        Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   o

 

Item 10.      Certification

 

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 12, 2019

 

  IROQUOIS CAPITAL MANAGEMENT L.L.C.  
       
  By:   /s/ Richard Abbe  
         Richard Abbe, President  
       
    /s/ Richard Abbe  
  Richard Abbe  
       
    /s/ Kimberly Page  
  Kimberly Page