Sec Form 13G Filing - Iroquois Capital Management LLC filing for Neurotrope Inc. (NTRP) - 2018-12-28

NAMES OF REPORTING PERSONS

Iroquois Capital Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a) o

  (b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

- 0 -

SHARED VOTING POWER

229,657 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

229,657 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

229,657 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.95%*

TYPE OF REPORTING PERSON

IA, OO

NAMES OF REPORTING PERSONS

Richard Abbe

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a) o

  (b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

444,939 shares of common stock

151,041 shares of common stock issuable upon exercise of warrants*

SHARED VOTING POWER

229,657 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

SOLE DISPOSITIVE POWER

444,939 shares of common stock

151,041 shares of common stock issuable upon exercise of warrants*

SHARED DISPOSITIVE POWER

229,657 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

674,596 shares of common stock

307,291 shares of common stock issuable upon exercise of warrants*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.4%*

TYPE OF REPORTING PERSON

IN

NAMES OF REPORTING PERSONS

Kimberly Page

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a) o

  (b) o

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

SOLE VOTING POWER

- 0 -

SHARED VOTING POWER

229,657 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

SOLE DISPOSITIVE POWER

- 0 -

SHARED DISPOSITIVE POWER

229,657 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

229,657 shares of common stock

156,250 shares of common stock issuable upon exercise of warrants*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.95%*

TYPE OF REPORTING PERSON

IN

Citizenship

This Schedule 13G is being filed on behalf of (i) Iroquois Capital Management L.L.C., a Delaware limited liability company (“Iroquois”), (ii) Richard Abbe, an individual who is a citizen of the United States of America (“Mr. Abbe”) and (iii) Kimberly Page, an individual who is a citizen of the United States of America (“Ms. Page,” together with Iroquois and Mr. Abbe, 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 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.

The principal business office of all of the Reporting Persons is 205 East 42nd Street, 20th Floor, New York, NY 10017.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 7,909,603 shares of Common Stock outstanding as of December 17, 2018, plus the assumed issuance of 5,012,677 shares of Common Stock sold in the registered direct offering as represented in the Company’s Prospectus Supplement filed pursuant to Rule 424(b)(5) filed with the Securities and Exchange Commission on December 17, 2018, which includes the exercise of the reported November 2015 private placement warrants (the “Reported November 2015 Warrants”) and the reported November 2016 private placement warrants (the “Reported November 2016 Warrants” and together with the Reported November 2015 Warrants, the “Reported Warrants”).

Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the “9.99% Blocker”).

As of the date of the event which requires filing of this statement, Iroquois Master Fund Ltd. (“Iroquois Master Fund”) held 229,657 shares of Common Stock and Reported Warrants to purchase 156,250 shares of Common Stock (of which the Reported Warrants are subject to the 9.99% Blocker) and Iroquois Capital Investment Group LLC (“ICIG”) held 444,939 shares of Common Stock and Reported Warrants to purchase 145,833 shares of Common Stock (of which the Reported Warrants are subject to the 9.99% Blocker). Mr. Abbe held Reported Warrants to purchase 5,208 shares of Common Stock (of which the Reported Warrants are subject to the 9.99% Blocker) which were distributed to him by American Capital Management LLC in connection with its dissolution.

Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Warrants (each subject to the Blockers) held by, Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois Master Fund and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of ICIG. As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Warrants (each subject to the Blockers) held by, Iroquois Master Fund and ICIG. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such shares of Common Stock except to the extent of their pecuniary interest therein.