Neurotrope, Inc. and Metuchen Pharmaceuticals, L.L.C. announced that the two companies have entered into a definitive merger agreement under which Metuchen and Neurotrope, Inc. will merge in an all-stock transaction resulting in a newly formed holding company to be renamed Petros Pharmaceuticals, Inc.
Petros is expected to become a Nasdaq traded company focused solely on men's health conditions. Petros' cornerstone product would be Metuchen's Stendra (avanafil) for erectile dysfunction. Petros' pipeline would include Metuchen's recently in-licensed product H-100 for Peyronie's disease, and it would include a business development program exploring various men's health products, including endothelial dysfunction, prostate cancer, psychosexual and psychosocial ailments, hormone health and substance use disorders.
Upon completion of the proposed merger, based on certain assumptions, it is anticipated that existing Neurotrope shareholders will own approximately 20% and Metuchen shareholders will own approximately 80% of the combined company, in each case on a pro forma basis and based upon the final Neurotrope common stock share count at close.
The transaction has been approved by the boards of directors of both companies. Metuchen's principal investor is Juggernaut Capital Partners, a private equity firm with over $1 billion in capital commitments. Funding for Petros is expected to include approximately $20 million of Neurotrope's available cash and cash equivalents (subject to adjustment) as well as revenue from sales of Metuchen's U.S. Food and Drug Administration - approved erectile dysfunction treatment, Stendra (avanafil).
The merger is expected to close during the third quarter of 2020, subject to customary closing conditions, including approval of the merger agreement by the shareholders of Neurotrope.
Upon closing of the transaction, Neurotrope Bioscience Inc.'s current lead asset, Bryostatin-1 to treat neurodegeneration, and substantially all of its existing assets, operations and liabilities, except for cash retained by Petros in accordance with the terms of the merger agreement, will be spun-out into a new, separately traded company. ■