Sunday, October 18, 2020 6:35:49 AM
There's a Q&A section in the latest Petros filing that can be found here:
https://www.sec.gov/Archives/edgar/data/1815903/000110465920115120/tm2023267-6_s4a.htm#QAAA
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Q: What will Neurotrope Stockholders receive in the Mergers?
A: As a result of the Neurotrope Merger, each outstanding share of Neurotrope Common Stock will be exchanged for one (1) share of Petros Common Stock and each outstanding share of Neurotrope Preferred Stock will be exchanged for one (1) share of Petros Preferred Stock. Following the Mergers, the Petros Preferred Stock will have substantially the same conversion rights (proportionally adjusted to give effect to the Mergers), powers, rights and privileges as the Neurotrope Preferred Stock prior to the Mergers. In addition, each outstanding option to purchase Neurotrope Common Stock or outstanding warrant to purchase common stock that has not previously been exercised prior to the closing of the Mergers (the “Closing”) will be converted into equivalent options and warrants to purchase shares of Petros Common Stock and will be adjusted to give effect to the exchange ratios set forth in the Merger Agreement. As of September 21, 2020, there were options to purchase 2,271,573 shares of Neurotrope Common Stock outstanding and warrants to purchase 22,011,258 shares of Neurotrope Common Stock outstanding.
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Q: Who is entitled to receive shares of Neurotrope SpinCo in the Spin-Off?
A: Holders of record of Neurotrope Common Stock and certain warrants immediately prior to a date prior to the closing of the Mergers (the “Spin-Off Record Date”) will receive a pro rata distribution of one share of Neurotrope SpinCo’s common stock for each share of Neurotrope Common Stock or share of common stock underlying certain warrants held immediately prior to the Spin-Off Record Date.
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https://www.sec.gov/Archives/edgar/data/1815903/000110465920115120/tm2023267-6_s4a.htm#QAAA
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Q: What will Neurotrope Stockholders receive in the Mergers?
A: As a result of the Neurotrope Merger, each outstanding share of Neurotrope Common Stock will be exchanged for one (1) share of Petros Common Stock and each outstanding share of Neurotrope Preferred Stock will be exchanged for one (1) share of Petros Preferred Stock. Following the Mergers, the Petros Preferred Stock will have substantially the same conversion rights (proportionally adjusted to give effect to the Mergers), powers, rights and privileges as the Neurotrope Preferred Stock prior to the Mergers. In addition, each outstanding option to purchase Neurotrope Common Stock or outstanding warrant to purchase common stock that has not previously been exercised prior to the closing of the Mergers (the “Closing”) will be converted into equivalent options and warrants to purchase shares of Petros Common Stock and will be adjusted to give effect to the exchange ratios set forth in the Merger Agreement. As of September 21, 2020, there were options to purchase 2,271,573 shares of Neurotrope Common Stock outstanding and warrants to purchase 22,011,258 shares of Neurotrope Common Stock outstanding.
"
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Q: Who is entitled to receive shares of Neurotrope SpinCo in the Spin-Off?
A: Holders of record of Neurotrope Common Stock and certain warrants immediately prior to a date prior to the closing of the Mergers (the “Spin-Off Record Date”) will receive a pro rata distribution of one share of Neurotrope SpinCo’s common stock for each share of Neurotrope Common Stock or share of common stock underlying certain warrants held immediately prior to the Spin-Off Record Date.
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