Filing Details
- Accession Number:
- 0001193805-17-000251
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-14 17:03:52
- Filed By:
- Iroquois Capital Management, Llc
- Company:
- Neurotrope Inc. (OTCMKTS:NTRP)
- Filing Date:
- 2017-02-14
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Iroquois Master Fund Ltd | 717,926 | 414,375 | 717,926 | 414,375 | 414,375 | 5.7% |
| Iroquois Capital Investment Group | 451,758 | 75,000 | 451,758 | 75,000 | 75,000 | 4.2% |
| Iroquois Capital Management | 414,375 | 414,375 | 414,375 | 5.7% | ||
| American Capital Management | 37,383 | 37,383 | 37,383 | Less than 1% | ||
| Richard Abbe | 717,926 | 9.9% | ||||
| Kimberly Page | 451,758 | 6.3% |
Filing
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 |