UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2019
NEUROTROPE, INC.
(Exact name of registrant as specified in its charter)
Nevada | 001-38045 | 46-3522381 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
1185 Avenue of the Americas, 3rd Floor
New York, New York 10036
(Address of principal executive offices, including ZIP code)
(973) 242-0005
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company. ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 29, 2019, Neurotrope, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Michael Ciraolo, J.D., Ph.D., pursuant to which Dr. Ciraolo agreed to serve as General Counsel and Chief Operating Officer of the Company, commencing April 1, 2019 (the “Effective Date”). Dr. Ciraolo will receive an initial annual base salary of $335,000 with a target annual bonus equal to 30% of his base salary as then in effect. Dr. Ciraolo also has received or will receive pursuant to the Company’s 2017 Equity Incentive Plan, as amended, an initial equity grant of options to purchase 100,000 shares of Common Stock, 25% of which will vest immediately and the remaining 75% of which will vest in equal monthly installments over a two year period.
Dr. Ciraolo, age 46, joins the Company from Ovid Therapeutics, where he served as senior vice president, chief intellectual property counsel from July 2015 to March 2019. Prior to that time, from February 2006 to July 2015, he served as an executive director at Forest Laboratories, where he held positions of increasing levels of responsibility, including Executive Director, Senior Patent Counsel. Dr. Ciraolo has been involved with the development of numerous pharmaceutical products and transactional matters, including mergers, acquisitions and licensing opportunities. Dr. Ciraolo began his legal career as an associate at Baker Botts LLP in New York City, received a Ph.D. in chemistry from Stony Brook University and a J.D. from St. John’s University School of Law.
If the Company terminates Dr. Ciraolo’s employment without cause (as defined in the Employment Agreement) or if Dr. Ciraolo terminates his employment with the Company for good reason (as defined in the Employment Agreement), Dr. Ciraolo is entitled to receive 1/12 of his base salary as then in effect for the Severance Period, which is defined in the Employment Agreement as (i) if no Change of Control (as defined in the Employment Agreement) has occurred, (A) three months if the termination date is prior to the first anniversary of the Effective Date, (B) six months if the termination date is after the first anniversary of the Effective Date but before the second anniversary, or (C) nine months if the termination date is after the second anniversary of the Effective Date, and (ii) if a Change of Control has occurred as of the termination date, twelve months.
The Company is not aware of any transactions in which Dr. Ciraolo has an interest that would require disclosure under Item 404(a) of Regulation S-K.
The foregoing summary of the Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference. On April 1, 2019, the Company issued a press release announcing Dr. Ciraolo’s appointment, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
10.1 | Employment Agreement, dated March 29, 2019, between Neurotrope, Inc. and Michael Ciraolo. |
99.1 | Press Release of Neurotrope, Inc., dated April 1, 2019. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEUROTROPE, INC. | |||
Date: April 1, 2019 | By: /s/ Robert Weinstein | ||
Name: | Robert Weinstein | ||
Title: | Chief Financial Officer, Executive Vice President, Secretary and Treasurer |
Exhibit 10.1
March 29, 2019
Michael Ciraolo, J.D., Ph.D.
10 Northfield Lane
Saint James, NY 11780
Via email: Michael.ciraolo@gmail.com
Re: | Employment Offer Letter |
Dear Michael:
On behalf of Neurotrope (“Neurotrope” or the “Company”), I am pleased to offer you employment with Neurotrope under the terms and conditions set forth in this letter (the “Agreement”). If you sign and return the Agreement to me, it will become effective as of your first day of employment with the Company, April 1, 2019 (the “Effective Date”). By signing this Agreement, in consideration of your employment, you (“Employee”) and the Company agree as follows:
1. Position of Employment. Neurotrope will employ you in the position of General Counsel and Chief Operating Officer of Neurotrope and, in that position, Employee will report directly to the Chief Executive Officer (“CEO”) of Neurotrope.
2. Term of Employment. You will be employed by the Company on an “at-will” basis. This means that the Company may terminate Employee’s employment for any reason, at any time, with or without cause. Similarly, Employee is free to resign at any time, for any reason or for no reason. Employee’s compensation in the event of termination or resignation shall be in accordance with Section 4 of this Agreement.
3. Compensation and Benefits.
A. Base Salary. Employee shall initially be paid a base salary of $335,000 in cash annually by Neurotrope, to be paid in accordance with Neurotrope’s regular payroll policies but no less frequently than twice per month ("Base Salary"). Employee’s Base Salary shall be reviewed annually or periodically in accordance with Neurotrope’s normal compensation review cycle, but any increase above the amounts herein specified shall be in the sole discretion of Neurotrope’s CEO and the Board of Directors (Compensation Committee) and nothing herein shall be deemed to require any such increase.
B. Annual Bonuses. Employee shall be eligible to earn an annual bonus (the “Annual Bonus”) targeted at 30% of Employee’s Base Salary in effect at the time of payment. The Annual Bonus is not guaranteed, with the decision whether to award Employee such bonus and the amount of such bonus, if any, being in the sole and absolute discretion of Neurotrope’s CEO and the Board of Directors (Compensation Committee). The Annual Bonus, if any, will be paid when such bonuses are paid to similarly situated employees of the Company. In order to receive the Annual Bonus, Employee must be employed by Neurotrope on the date of payment of such bonus.
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C. Equity. Subject to the approval of the Board or the Compensation Committee of the Board, as applicable, at the next meeting of the Board or the Compensation Committee of the Board following the Effective Date, you will be issued an option to purchase 100,000 shares of the Company’s common stock (“Options”) pursuant to the Company’s 2017 Equity Incentive Plan (as amended from time to time the “Plan”). Twenty five percent (25%) of your stock options will vest immediately and the remaining 75 percent (75%) of your stock options will vest in substantially equal monthly installments (rounded down to the nearest whole number) over a period of two years as measured from the Effective Date, subject to your continued employment through the vesting date, provided, however, that if a Change of Control (as such term is defined in the Plan) occurs while you are employed by the Company all Options shall vest upon the Change of Control. The exercise price per share for the Options will be the per share fair market value of the Company’s common stock on the date of grant, as determined by the Board in accordance with the Plan. The Options and any additional stock options will be subject to the terms and conditions of the Company’s form of option agreement and the Plan.
D. Employee Benefits. Employee shall be eligible to participate in all employee benefit plans, policies, programs, or privileges made available to employees of Neurotrope generally or to executive officers of Neurotrope. The terms and conditions of Employee's participation in Neurotrope's employee benefit plans, policies, programs, or privileges shall be governed by the terms and conditions or practices of each such plan, policy, or program, or privilege, each of which may be terminated or amended at any time in the Company’s sole discretion.
E. Annual Vacation. Employee shall be entitled to twenty (20) business days of paid vacation during each year of this Agreement. Employee may be absent from his employment for vacation at such times as are pre-approved by the CEO. Unused vacation shall not be carried over into the next year, and any unused vacation shall be forfeited upon termination for any reason.
4. Termination of Employment. If the Employee’s employment is terminated for any reason or if the Employee resigns, the Company will pay to the Employee all accrued but unpaid Base Salary as of the date of termination, and reimbursement for any properly incurred but unreimbursed business expenses. In addition:
A. Termination by Neurotrope Without Cause. If the Company terminates the Employee’s employment without Cause (and other than due to Employee’s death or because the Employee is no longer able to perform the essential duties of his position, with or without a reasonable accommodation, as a result of any physical or mental condition), the Company will pay the Employee 1/12th of his Base Salary for the Severance Period (as defined below).
B. Termination by Employee for Good Reason. If the Employee resigns for Good Reason, the Company the Company will pay the Employee 1/12th of his Base Salary for the Severance Period. Any notice of resignation for Good Reason must be given to the Company no later than thirty (30) days following the initial occurrence of the condition constituting Good Reason, and the last date of employment if the Company fails to cure the condition shall be the sixty-first day following the Company’s receipt of such written notice.
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C. The Employee’s receipt of the benefits set forth in this Section 4 are conditioned upon the Employee’s executing (and not revoking) no later than the 60th day following the Employee’s last date of employment a form of separation agreement containing a general release of claims to be provided by the Company.
D. Definitions: For purposes of this Section 4:
“Cause” means any of the following actions by Employee: (i) indictment of any felony or any crime involving moral turpitude; (ii) fraud against the Company or any of its affiliates, or theft of, or maliciously intentional damage to, the property of the Company or any of its affiliates; (iii) breach of Executive’s fiduciary duties to the Company or any of its affiliates or misconduct as an employee of the Company that results in economic detriment to the Company or any of its affiliates; (iv) conduct which, in the reasonable opinion of the Company’s CEO, brings or is likely to bring Employee, the Company or any or any of its affiliates into disrepute; (v) breach of Company policies, including without limitation risk management policies and procedures, codes of conduct and ethical standards in the performance of Employee’s duties; (vi) neglect or unreasonable refusal to perform the material duties and responsibilities assigned to Employee by the CEO or the Board; (vii) performance of Employee’s job responsibilities at a level below the standards or requirements set by the CEO or the Board; or (viii) breach by Employee of any provision of the Employee Confidentiality and Inventions Agreement.
“Good Reason” means a termination of employment by Employee for one or more of the following reasons that remains uncured by the Company for a period of thirty (30) days following the Company’s receipt of written notice from the Employee setting forth the circumstances constituting Good Reason: (i) a material negative change in Employee’s reporting structure such that Employee no longer reports directly to the CEO; (ii) a material reduction at any time in Employee’s then current Base Salary; (iii) a material diminution in the Employee’s authority, duties or responsibilities; or (iv) Company’s insistence that Employee perform or condone any illegal conduct.
“Severance Period” means (i) if no Change of Control has occurred (A) three (3) months if the termination date is prior to the first anniversary of the Employee’s start of employment with the Company, (B) six (6) months if the termination date is after first anniversary of the Employee’s start of employment with the Company but before the second anniversary of such date, or (C) nine (9) months if the termination date is after the second anniversary of the Employee’s start of employment, and (ii) if a Change of Control has occurred as of the termination date, twelve (12) months.
5. | General Provisions. |
A. Representations. In making this offer of employment, the Company has relied on Employee’s representations that (a) Employee is not subject to any non-competition arrangement or other restrictive covenants that might affect his employment by the Company as contemplated by this Agreement, (b) Employee shall not disclose to the Company any proprietary or confidential information belonging to any other party, (c) Employee is free to accept this offer of employment and to perform the duties contemplated herein and commensurate with the offered position and (d) Employee’s employment with the Company will not violate or conflict with any other obligation or arrangement to which Employee is a party.
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B. Notices.
All notices and other communications required or permitted by this Agreement to be delivered to Neurotrope or the Company or Employee
to the other party shall be delivered in writing to the address shown below, either personally, by electronic mail, or by registered,
certified, or express mail, return receipt requested, postage prepaid, to the address for such party specified below or to such
other address as the party may from time to time advise the other party in writing in the same manner as set forth in this Section
5.B., and shall be deemed given and received as of actual personal delivery, on the first business day after the date of delivery
shown on any such electronic mail or facsimile transmission or upon the date or actual receipt shown on any return receipt if registered,
certified, or express mail is used, as the case may be.
Company:
Charles Ryan, J.D., Ph.D.
Chief Executive Officer
Neurotrope
1185 Avenue of the Americas
New York, NY 10036
cryan@ntrpbio.com
Employee:
Michael Ciraolo, J.D., Ph.D.
10 Northfield Lane
Saint James NY 11780
michael.ciraolo@gmail.com
C. Amendments and Termination; Entire Agreement. This Agreement may not be amended or terminated except by a writing executed by all of the parties hereto. This Agreement, along with the Employee Confidentiality and Inventions Agreement, constitutes the entire agreement of the Company and Employee relating to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter.
D. Successors and Assigns. The rights and obligations of the parties hereunder are not assignable to another person without prior written consent; provided, however, that Company’s obligations hereunder shall be binding upon their successors and assigns.
E. Severability; Provisions Subject to Applicable Law. All provisions of this Agreement shall be applicable only to the extent that they do not violate any applicable law, and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, illegal or unenforceable under any applicable law. If any provision of this Agreement or any application thereof shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions of this Agreement or of any other application of such provision shall in no way be affected thereby.
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F. Waiver of Rights. No waiver by Neurotrope, the Company or Employee of a right or remedy hereunder shall be deemed to be a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.
G. Definitions; Headings; Number. A term defined in any part of this Agreement shall have the defined meaning wherever such term is used herein. The headings contained in this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Agreement. Where appropriate to the context of this Agreement, use of the singular shall be deemed also to refer to the plural, and use of the plural to the singular.
H. Counterparts. This Agreement may be executed in separate counterparts and by facsimile, electronic, or pdf, each of which shall be deemed an original but both of which taken together shall constitute but one and the same instrument.
I. Governing Laws; Forum. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York. The parties hereto further agree that any action brought to enforce any right or obligation under this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts of the State of New York.
J. Section 409A.
i. For purposes of this Agreement, “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time.
ii. Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section 409A, in the event that (a) the Employee is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), (b) amounts or benefits under this Agreement or any other program, plan or arrangement of the Company or a controlled group affiliate thereof are due or payable on account of the Employee’s “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h) and (c) the Employee is employed by a public company or a controlled group affiliate thereof: no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to the Employee prior to the date that is six (6) months after the date of the Employee’s separation from service or, if earlier, the Employee’s date of death; following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date.
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iii. Each payment made under this Agreement (including each separate installment payment in the case of a series of installment payments) shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Section 409A. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment”, “termination”, or words and phrases of similar import, shall be deemed to refer to the Employee’s “separation from service” as defined in Section 409A, and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A.
IN WITNESS WHEREOF, Neurotrope, the Company and Employee have executed and delivered this Agreement as of the date first written above.
NEUROTROPE | |||
/s/ Charles Ryan, J.D., Ph.D. | Date: March 29, 2019 | ||
Charles Ryan, J.D., Ph.D. | |||
CEO, Neurotrope | |||
Employee | |||
/s/ Michael Ciraolo, J.D., Ph.D. | Date: March 29, 2019 | ||
Michael Ciraolo, J.D., Ph.D. |
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Exhibit 99.1
NEUROTROPE APPOINTS DR. MICHAEL CIRAOLO AS GENERAL COUNSEL AND CHIEF OPERATING OFFICER
NEW YORK, April 1, 2019 – Neurotrope, Inc. (NTRP), a clinical-stage biopharmaceutical company developing novel therapies for neurodegenerative diseases, including Alzheimer’s disease (“AD”), announced today that Michael Ciraolo, J.D., Ph.D., is joining the Company as general counsel and chief operating officer.
"I am very pleased
to welcome Michael to the Neurotrope executive management team," said Charles Ryan, Neurotrope’s chief executive
officer. "He is an exceptional leader and lawyer and we expect will prove instrumental
as we continue to execute at this important point in the Company’s evolution. We
look forward to reporting top-line data from our current Phase 2 confirmatory clinical trial in the second half of 2019, and to
making continued progress in exploring Bryostatin’s potential in other disease indications.”
Dr. Ciraolo was most recently at Ovid Therapeutics, where he served as senior vice president, chief intellectual property counsel. Prior to joining Ovid, he was an executive director at Forest Laboratories where he held positions of increasing levels of responsibility. He has been involved with the development of numerous pharmaceutical products and transactional matters, including mergers, acquisitions and licensing opportunities. Dr. Ciraolo began his legal career as an associate at Baker Botts LLP in New York City, received a Ph.D. in chemistry from Stony Brook University and a J.D. from St. John’s University School of Law.
“I am very excited to be joining the Neurotrope team at this pivotal time in the Company’s development. I believe that Bryostatin has tremendous potential as a treatment for moderate to severe AD, and I look forward to contributing to the success of Neurotrope as it prepares for data and beyond,” said Dr. Ciraolo.
About Neurotrope
Neurotrope is at the forefront of developing a new approach to combating AD and other neurodegenerative diseases. The Company’s world-class science offers the potential to realize a paradigm shift to overcome one of today’s most challenging clinical problems — finding a way to slow or even prevent the progression of AD.
In addition to the Company’s Phase 2 trial of Bryostatin-1 in advanced AD, Neurotrope has also conducted preclinical studies of Bryostatin-1 as a potential treatment 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. 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.
Please visit www.neurotrope.com for further information.
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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 Phase 2 study and further studies, and continued development of use of Bryostatin-1 for AD, dementia and other cognitive diseases. Such forward-looking statements are subject to risks and uncertainties and other influences, many of which the Company has no control over. There can be no assurance that the clinical program for Bryostatin-1 will be successful in demonstrating safety and/or efficacy that we will not encounter problems or delays in clinical development, or that Bryostatin-1 will ever receive regulatory approval or be successfully commercialized. 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. Additional 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, 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 Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. The Company does not undertake to update these forward-looking statements.
Contact information:
Investors
Tom Caden
Vice President
CORE IR
516 222 2560
tomc@coreir.com
www.coreir.com
Media
Jules Abraham
CORE IR
917 885 7378
julesa@coreir.com
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