SC 13G/A 1 e615775_sc13ga-neurotrope.htm Unassociated Document
 
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, 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)
 
_______________
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 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
 
414,375*
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
414,375*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
414,375*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.7%*
12
TYPE OF REPORTING PERSON
 
CO
 
* See Item 4 of this Schedule 13G.
 
 
 

 
 
1
NAMES OF REPORTING PERSONS
 
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)
 
4.2%*
12
TYPE OF REPORTING PERSON
 
OO
 
* See Item 4 of this Schedule 13G.
 
 
 

 
 
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
 
414,375*
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
414,375*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
414,375*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.7%*
12
TYPE OF REPORTING PERSON
 
IA, OO
 
* See Item 4 of this Schedule 13G.
 
 
 

 
 
 
1
NAMES OF REPORTING PERSONS
 
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
 
37,383*
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
37,383*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
37,383*
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.
 
 
 

 
 
 
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
 
717,926*
6
SHARED VOTING POWER
 
- 0 -
7
SOLE DISPOSITIVE POWER
 
717,926*
8
SHARED DISPOSITIVE POWER
 
- 0 -
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
717,926*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
9.9%*
12
TYPE OF REPORTING PERSON
 
IN
 
* See Item 4 of this Schedule 13G.
 
 
 

 
 
 
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
 
451,758*
6
SHARED VOTING POWER
 
- 0 -
7
SOLE DISPOSITIVE POWER
 
451,758*
8
SHARED DISPOSITIVE POWER
 
- 0 -
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
451,758*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.3%*
12
TYPE OF REPORTING PERSON
 
IN
 
* See Item 4 of this Schedule 13G.
 
 
 

 
 
 This Amendment No. 1 (this “Amendment”) amends the statement on Schedule 13G filed on August 12, 2016 (the “Original Schedule 13G”) with respect to the Common Stock, $0.001 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.

 
(a)
Amount beneficially owned:
 
 
As of the close of business on December 31, 2016 and after giving effect to the Company’s reverse stock split effected on January 11, 2017:
     
 
(i)
Iroquois Master Fund beneficially owned 414,375 Shares consisting of (i) 133,125 Shares directly and beneficially owned by Iroquois Master Fund, and (ii) 281,250 Shares underlying certain warrants owned by Iroquois Master Fund.  Such warrants are subject 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 303,551 Shares consisting of (i) 147,299 Shares directly and beneficially owned by ICIG and (ii) 156,252 Shares underlying certain warrants owned by ICIG.  Such warrants are subject to a conversion cap that precludes ICIG from exercising such warrants to the extent that ICIG 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.
 
 
(iii)
Iroquois Capital beneficially owned 414,375 Shares by virtue of its relationship as the investment manager to Iroquois Master Fund.

 
(iv)
American Capital directly and beneficially owned 37,383 Shares consisting of (i) 6,132 Shares directly and beneficially owned by American Capital and (ii) 31,251 Shares underlying certain warrants owned by American Capital.  S

 
(v)
Mr. Abbe beneficially owned 717,926 Shares by virtue of his relationship as the President of Iroquois Capital and managing member of ICIG.

 
(vi)
Ms. Page beneficially owned 451,758 Shares by virtue of her relationship as a director of Iroquois Master Fund and Manager of American Capital. Such warrants are subject 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.
     
 
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 7,223,556 Shares, which represents (1) the 6,754,803 Shares outstanding, as of January 4, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Preliminary Proxy Statement, filed with the Securities and Exchange Commission on January 12, 2017 plus (2) an aggregate of 468,753 Shares issuable upon the exercise of certain warrants owned by Iroquois Master Fund, ICIG and American Capital.
 
 
(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 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.
 
 
 

 
 
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:  February 14, 2017
 
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