0000930413-16-005293.txt : 20160208 0000930413-16-005293.hdr.sgml : 20160208 20160208172245 ACCESSION NUMBER: 0000930413-16-005293 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160208 DATE AS OF CHANGE: 20160208 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-88549 FILM NUMBER: 161396483 BUSINESS ADDRESS: STREET 1: 50 PARK PLACE, SUITE 1401 CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: (973) 242-0005 MAIL ADDRESS: STREET 1: 50 PARK PLACE, SUITE 1401 CITY: NEWARK STATE: NJ ZIP: 07102 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 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 1 c83891_sc13g.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No.   )*

 

Neurotrope, Inc.

(Name of Issuer)

 

Common Stock, $0.0001 par value

(Title of Class of Securities)

 

64129T108

(CUSIP Number)

 

November 13, 2015

(Date of event which requires filing of this statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

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

 

(Page 1 of 10 Pages)

 

 

*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 L.L.C.

 

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 
6

SHARED VOTING POWER

300,000 shares of Common Stock

2,166,667 shares of Common Stock issuable upon conversion of Series B Preferred Stock (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series A Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series B Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series C Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series D Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series E Warrants (See Item 4)*

 

7

SOLE DISPOSITIVE POWER 

8

SHARED VOTING POWER

300,000 shares of Common Stock

2,166,667 shares of Common Stock issuable upon conversion of Series B Preferred Stock (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series A Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series B Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series C Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series D Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series E Warrants (See Item 4)*

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

300,000 shares of Common Stock

2,166,667 shares of Common Stock issuable upon conversion of Series B Preferred Stock (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series A Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series B Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series C Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series D Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series E Warrants (See Item 4)*

 

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (See Item 4)*

12

TYPE OF REPORTING PERSON

OO

         

* As more fully described in Item 4, each of the Preferred Stock and Warrants are subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion or exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).

 
1

NAMES OF REPORTING PERSONS

Joshua Silverman

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 
6

SHARED VOTING POWER

300,000 shares of Common Stock

2,166,667 shares of Common Stock issuable upon conversion of Series B Preferred Stock (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series A Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series B Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series C Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series D Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series E Warrants (See Item 4)*

 

7 SOLE DISPOSITIVE POWER 
8

SHARED DISPOSITIVE POWER

300,000 shares of Common Stock

2,166,667 shares of Common Stock issuable upon conversion of Series B Preferred Stock (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series A Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series B Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series C Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series D Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series E Warrants (See Item 4)*

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

300,000 shares of Common Stock

2,166,667 shares of Common Stock issuable upon conversion of Series B Preferred Stock (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series A Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series B Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series C Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series D Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series E Warrants (See Item 4)*

 

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (See Item 4)*

12

TYPE OF REPORTING PERSON

IN; HC

         

 

* As more fully described in Item 4, each of the Preferred Stock and Warrants are subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion or exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).

 
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 
6

SHARED VOTING POWER

300,000 shares of Common Stock

2,166,667 shares of Common Stock issuable upon conversion of Series B Preferred Stock (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series A Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series B Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series C Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series D Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series E Warrants (See Item 4)*

 

7 SOLE DISPOSITIVE POWER 
8

SHARED DISPOSITIVE POWER

300,000 shares of Common Stock

2,166,667 shares of Common Stock issuable upon conversion of Series B Preferred Stock (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series A Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series B Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series C Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series D Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series E Warrants (See Item 4)*

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

300,000 shares of Common Stock

2,166,667 shares of Common Stock issuable upon conversion of Series B Preferred Stock (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series A Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series B Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series C Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series D Warrants (See Item 4)*

2,166,667 shares of Common Stock issuable upon exercise of Series E Warrants (See Item 4)*

 

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99% (See Item 4)*

12

TYPE OF REPORTING PERSON

IN; HC

 

         

 

* As more fully described in Item 4, each of the Preferred Stock and Warrants are subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion or exercise of such reported securities and do not give effect to such blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).

 
Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is Neurotrope, Inc. (the “Company”).
   
Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company’s principal executive offices are located at 50 Park Place, Suite 1401, Newark, NJ 07102.
   
Item 2(a). NAME OF PERSON FILING:
   
 

This statement is filed by the entities and persons listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:

 

Investment Manager

 

(i) Iroquois Capital Management L.L.C., a Delaware limited liability company (the “Investment Manager”), with respect to the shares of Common Stock held by, and underlying the Reported Preferred Stock and Reported Warrants held by Iroquois Master Fund Ltd. and Iroquois Capital Investment Group LLC, funds to which the Investment Manager serves as investment manager, the “Iroquois Funds”).

 

Reporting Individuals

 

(ii) Mr. Joshua Silverman, with respect to the shares of Common Stock held by, and underlying the Reported Preferred Stock and Reported Warrants held by, the Iroquois Funds.

 

(iii) Mr. Richard Abbe, with respect to the shares of Common Stock held by, and underlying the Reported Preferred Stock and Reported Warrants held by, the Iroquois Funds.

 

The Investment Manager serves as the investment manager to each of the Iroqupos Funds. Each of the Reporting Individuals is a member of the Investment Manager.

 

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

 
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
   
  The principal business office of all of the Reporting Persons is 205 East 42nd Street, 20th Floor, New York, New York 10017.
   
Item 2(c). CITIZENSHIP:
   
  Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
   
Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, $0.0001 par value (the “Common Stock”)
   
Item 2(e).

CUSIP NUMBER:

 

  64129T108
   
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
   
  (a) o Broker or dealer registered under Section 15 of the Act,
       
  (b) o Bank as defined in Section 3(a)(6) of the Act,
       
  (c) o Insurance Company as defined in Section 3(a)(19) of the Act,
       
  (d) o Investment Company registered under Section 8 of the Investment Company Act of 1940,
       
  (e) o Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
       
  (f) o Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
       
  (g) o Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
       
  (h) o Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
       
  (i) o Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
       
  (j) o A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
       
  (k) o Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
       
  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:_______________
 
Item 4. OWNERSHIP.
   
   

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 28,976,540 shares of Common Stock issued and outstanding as of November 12, 2015, as represented in the Company’s Prospectus Supplement filed with the Securities and Exchange Commission on November 16, 2015 pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, and the conversion of the reported preferred stock (the “Reported Preferred Stock”) and the exercise of the reported warrants (the “Reported Warrants”), in each case subject to the Blocker (as defined below).

 

Pursuant to the terms of the Certificate of Designations governing the Reported Preferred Stock and the terms of the Reported Warrants, the Reporting Persons cannot convert the Reported Preferred Stock or exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such conversion or exercise, more than 9.99% of the outstanding shares of Common Stock (the Blocker”), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blocker. Consequently, as of the date of the event which requires filing of this statement, the Reporting Persons were not able to convert all of the Reported Preferred Stock or exercise all of the Reported Warrants due to the Blocker.

 

The Investment Manager, which serves as the investment manager to the Iroquois Funds, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Preferred Stock and Reported Warrants (subject to the Blocker) held by, the Iroquois Funds. Each of the Reporting Individuals, as members of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Preferred Stock and Reported Warrants (subject to the Blocker) held by, the Iroquois Funds. 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 Iroquois Funds and the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
  Not applicable.
   
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
  Not applicable.
   
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
  Not applicable.
   
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
  Not applicable.
 
Item 9. NOTICE OF DISSOLUTION OF GROUP.
  Not applicable.
   
Item 10. CERTIFICATION.
   
  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person 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 our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

DATED: February 5, 2016

 

  IROQUOIS CAPITAL MANAGEMENT L.L.C.  
       
  By: /s/ Joshua Silverman  
    Joshua Silverman, Authorized Signatory  
       
  /s/ Joshua Silverman  
  Joshua Silverman  
       
  /s/ Richard Abbe  
  Richard Abbe  
 

EXHIBIT INDEX

 

Exhibit 1Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
 
 EX-1 2 c83891_ex1.htm

Exhibit 1

 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Date: February 5, 2016

 

  IROQUOIS CAPITAL MANAGEMENT L.L.C.  
       
  By: /s/ Joshua Silverman  
     Joshua Silverman, Authorized Signatory  
       
  /s/ Joshua Silverman  
  Joshua Silverman  
       
  /s/ Richard Abbe  
  Richard Abbe