SC 13G 1 sc13g07042010_08122016.htm SCHEDULE 13G sc13g07042010_08122016.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
 

Neurotrope, Inc.
 (Name of Issuer)
 
Common Stock, par value $0.0001 per share
 (Title of Class of Securities)
 
64129T 10 8
 (CUSIP Number)
 
August 12, 2016
 (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)
 
 

_______________
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).
 
 
 

 
CUSIP NO. 64129T 10 8
 
1
NAME OF REPORTING PERSON
 
Iroquois Master Fund Ltd.
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
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
5,027,574*
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
5,027,574*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,027,574*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.24%*
12
TYPE OF REPORTING PERSON
 
CO

* See Item 4 of this Schedule 13G.

 
2

 
CUSIP NO. 64129T 10 8
 
1
NAME OF REPORTING PERSON
 
Iroquois Capital Investment Group 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
 
75,000*
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
75,000*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
75,000*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%*
12
TYPE OF REPORTING PERSON
 
OO

* See Item 4 of this Schedule 13G.
 
 
3

 
CUSIP NO. 64129T 10 8
 
1
NAME OF REPORTING PERSON
 
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
 
5,027,574*
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
5,027,574*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,027,574*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.24%*
12
TYPE OF REPORTING PERSON
 
IA, OO

* See Item 4 of this Schedule 13G.
 
 
4

 
CUSIP NO. 64129T 10 8
 
1
NAME OF REPORTING PERSON
 
American 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
 
333,333*
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
333,333*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
333,333*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%*
12
TYPE OF REPORTING PERSON
 
OO

* See Item 4 of this Schedule 13G.

 
5

 
CUSIP NO. 64129T 10 8
 
1
NAME OF REPORTING PERSON
 
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
 
5,102,574*
6
SHARED VOTING POWER
 
- 0 -
7
SOLE DISPOSITIVE POWER
 
5,102,574*
8
SHARED DISPOSITIVE POWER
 
- 0 -
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,102,574*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.38%*
12
TYPE OF REPORTING PERSON
 
IN

* See Item 4 of this Schedule 13G.
 
 
6

 
CUSIP NO. 64129T 10 8
 
1
NAME OF REPORTING PERSON
 
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
 
333,333*
6
SHARED VOTING POWER
 
- 0 -
7
SOLE DISPOSITIVE POWER
 
333,333*
8
SHARED DISPOSITIVE POWER
 
- 0 -
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
333,333*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 1%*
12
TYPE OF REPORTING PERSON
 
IN

* See Item 4 of this Schedule 13G.
 
 
7

 
CUSIP NO. 64129T 10 8
 
Item 1(a).
Name of Issuer:

Neurotrope, Inc., a Nevada corporation (the “Issuer”).

Item 1(b).
Address of Issuer’s Principal Executive Offices:

50 Park Place, Suite 1401, Newark, New Jersey 07102

Item 2(a).
Name of Person Filing:

 
Iroquois Master Fund Ltd., a Cayman Islands exempted limited company (the “Iroquois Master Fund”); Iroquois Capital Investment Group LLC, a Delaware limited liability company (“ICIG”); Iroquois Capital Management, LLC, Delaware limited liability company (“Iroquois Capital”); American Capital Management, LLC, a Delaware limited liability company (“American Capital”); Richard Abbe; and Kimberly Page.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, 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 address of the principal office of each of the Reporting Persons is 205 East 42nd Street, 20th Floor, New York, New York 10017.

Item 2(c).
Citizenship:

Iroquois Master Fund is incorporated in the Cayman Islands.  Each of ICIG, Iroquois Capital, and American Capital are incorporated in Delaware.  Mr. Abbe and Ms. Page are citizens of the United States of America.

Item 2(d).
Title of Class of Securities:

Common Stock, $0.0001 par value per share (the “Shares”).

Item 2(e).
CUSIP Number:

64129T 10 8

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 
/ x /
Not applicable.

 
(a)
/ /
Broker or dealer registered under Section 15 of the Exchange Act.

 
(b)
/ /
Bank as defined in Section 3(a)(6) of the Exchange Act.

 
(c)
/ /
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
 
 
8

 
CUSIP NO. 64129T 10 8
 
 
(d)
/ /
Investment company registered under Section 8 of the Investment Company Act.

 
(e)
/ /
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

 
(f)
/ /
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

 
(g)
/ /
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

 
(h)
/ /
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 
(i)
/ /
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

 
(j)
/ /
Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).

 
(k)
/ /
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.
Ownership.

 
(a)
Amount beneficially owned:

As of the close of business on August 12, 2016:

 
(i)
Iroquois Master Fund beneficially owned 5,027,574 Shares consisting of (i) 225,000 Shares directly and beneficially owned by Iroquois Master Fund, (ii) 2,000,000 Shares underlying Series B Convertible Preferred Stock, par value $0.0001 (the “Preferred Stock”) directly and beneficially owned by Iroquois Master Fund and (iii) 2,802,574 Shares underlying certain warrants owned by Iroquois Master Fund.  Excluded from Iroquois Master Fund’s beneficial ownership are 7,197,425 Shares issuable upon the exercise of the warrants directly owned by Iroquois Master Fund due to a conversion cap that precludes Iroquois Master Fund from exercising such warrants to the extent that Iroquois Master Fund would, after such exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of 9.99% of the Shares outstanding (the “Beneficial Ownership Limitation”).
 
 
(ii)
ICIG directly and beneficially owned 75,000 Shares.  Excluded from ICIG’s beneficial ownership are (i) 166,667 Shares underlying Preferred Stock directly owned by ICIG and (ii) 833,335 Shares issuable upon the exercise of certain warrants directly owned by ICIG due to a conversion cap that precludes ICIG from converting such Preferred Stock or exercising such warrants (as the case may be) to the extent that ICIG would, after such conversion or exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of the Beneficial Ownership Limitation.
 
 
9

 
CUSIP NO. 64129T 10 8
 
 
(iii)
Iroquois Capital beneficially owned 5,027,574 Shares by virtue of its relationship as the investment manager to Iroquois Master Fund.

 
(iv)
American Capital directly and beneficially owned 333,333 Shares underlying Preferred Stock.  Excluded from American Capital’s beneficial ownership are 1,666,665 Shares issuable upon the exercise of certain warrants directly owned by American Capital due to a conversion cap that precludes American Capital from exercising such warrants to the extent that American Capital would, after such exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of the Beneficial Ownership Limitation.

 
(v)
Mr. Abbe beneficially owned 5,102,574 Shares by virtue of his relationship as the President of Iroquois Capital and managing member of ICIG.

 
(vi)
Ms. Page beneficially owned 333,333 Shares by virtue of her relationship as the Manager of American Capital.

The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.

 
(b)
Percent of class:

The information required by Item 4(b) is set forth in Row (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference.

The percentages set forth in Row (11) of the cover page for each Reporting Person is based upon 54,413,758 Shares, which represents (1) the 49,277,851 Shares outstanding, as of May 9, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 13, 2016 plus (2) an aggregate of 5,135,907 Shares issuable upon the (i) conversion of 2,000,000 Shares underlying the Preferred Stock owned by Iroquois Master Fund, (ii) conversion 333,333 Shares underlying the Preferred Stock owned by American Capital, and (iii) exercise of certain warrants owned by Iroquois Master Fund to acquire 2,802,574 Shares.

 
(c)
Number of shares as to which each Reporting Person has:

The information required by Item 4(c) is set forth in Rows (5) - (9) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

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

Not Applicable.
 
 
10

 
CUSIP NO. 64129T 10 8

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.
Identification and Classification of Members of the Group.

See Exhibit 99.1.

Item 9.
Notice of Dissolution of Group.

Not Applicable.

Item 10.
Certifications.

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.
 
 
11

 
CUSIP NO. 64129T 10 8

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  August 12, 2015
 
IROQUOIS MASTER FUND LTD.
 
By:
Iroquois Capital Management, LLC,
 
its investment manager
 
IROQUOIS CAPITAL INVESTMENT GROUP LLC
 
IROQUOIS CAPITAL MANAGEMENT, LLC
 
By:
/s/ Richard Abbe
 
Name:
Richard Abbe
 
Title:
President

AMERICAN CAPITAL MANAGEMENT,  LLC
 
By:
/s/ Kimberly Page
 
Name:
Kimberly Page
 
Title:
Manager

 
 
/s/ Richard Abbe
RICHARD ABBE
 
 
/s/ Kimberly Page
KIMBERLY PAGE
 
 
12