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EX-3.1 - EXHIBIT 3.1 - Neurotrope, Inc.v437005_ex3-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): April 12, 2016

 

 

NEUROTROPE, INC.

(Exact name of registrant as specified in its charter)

         
Delaware   000-55275   46-3522381

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

50 Park Place, Suite 1401
Newark, New Jersey 07102
(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (973) 242-0005

 

 

 

_____________________________________________________________________________________

(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))

  

 

 

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On April 12, 2016, at the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) of Neurotrope, Inc. (the “Company”), the stockholders of the Company approved an amendment to the Company’s Articles of Incorporation (the “Charter”), to be effective immediately, to increase the number of authorized shares of our common stock to 400,000,000 shares. On April 14, 2016, the Company filed a certificate of amendment to the Charter (the “Certificate of Amendment”) with the Secretary of the State of Nevada. The Certificate of Amendment is effective immediately.

 

The Certificate of Amendment is filed as Exhibit 3.1 to this report and is incorporated by reference herein. The foregoing summary of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Charter, as amended.

 

Item 5.07.Submission of Matters to a Vote of Security Holders.

 

(a)           On April 12, 2016, the Company held the Annual Meeting. As of March 14, 2016, the record date for the Annual Meeting, there were 49,172,851 shares of our common stock outstanding and entitled to vote and 26,234.9 shares of series B convertible preferred stock outstanding and entitled to vote the equivalent of 26,234,940 shares of our common stock. The holders of our series B convertible preferred stock voted on an as-if converted basis with the holders of the Company’s common stock. At the Annual Meeting, the holders of 43,522,285 shares were present in person or represented by proxy, which represented 57.716% of the total shares entitled to vote at the Annual Meeting.

 

(b)            The following actions were taken in the Annual Meeting:

 

(1)The following six nominees were reelected to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2017 annual meeting of stockholders or until their respective successors have been elected and qualified, or until their earlier resignation or removal:

 

Name of Director
Nominees
  Votes For   Votes Withheld   Broker Non-
Vote
 
Charles S. Ramat
   34,008,368    6,507,998    3,005,919 
Paul E. Freiman   33,674,989    6,841,377    3,005,919 
William S. Singer   35,356,656    5,159,710    3,005,919 
James Gottlieb   35,690,035    4,826,331    3,005,919 
Jay M. Haft   35,356,656    5,159,710    3,005,919 
Susanne Wilke   35,759,105    4,757,261    3,005,919 

 

(2)The amendment to the Company’s Charter to increase the number of authorized shares of our common stock to 400,000,000 shares, was approved, based on the following votes:

 

Votes For   Votes Against   Votes Abstain   Broker Non-Vote 
 41,532,162    1,210,190    779,929    4 

 

(3)The selection of Friedman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, was ratified, based on the following votes:

 

Votes For   Votes Against   Votes Abstain   Broker Non-Vote 
 41,941,785    16,093    1,564,407    0 
                  
(4)The compensation of the Company’s named executive officers, as disclosed in our proxy statement, was approved by an advisory vote, based on the following votes:

 

Votes For   Votes Against   Votes Abstain   Broker Non-Vote 
 27,591,615    11,302,397    1,622,354    3,005,919 

 

 

 

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit    
Number   Description
     
3.1   Neurotrope, Inc. Certificate of Amendment to Articles of Incorporation.

 

 

 

 

 

 

 

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 15, 2016 By: /s/ Robert Weinstein  
  Name: Robert Weinstein  
  Title: Chief Financial Officer, Executive Vice
President, Secretary and Treasurer