Neurotrope and Metuchen Pharmaceuticals have announced the completion of their previously announced merger following the satisfaction of all closing conditions required by the amended merger agreement. Neurotrope shareholders also approved the spin-off of substantially all of Neurotrope's existing assets, operations and liabilities, except for certain cash retained in accordance with the terms of the Merger Agreement, into a separately traded public company.
In connection with the completed merger and pursuant to the terms of the Merger Agreement, Neurotrope and Metuchen have merged in an all-stock transaction forming a newly traded holding company named Petros Pharmaceuticals. Petros' shares will commence trading on the Nasdaq Global Market on December 2, 2020, under the ticker symbol "PTPI." Neurotrope shareholders will initially own approximately 49% of the combined company and Metuchen shareholders will initially own approximately 51% of the combined company. Pursuant to the terms of the Merger Agreement, Metuchen shareholders also may receive additional shares of Petros common stock issuable upon the achievement of certain milestones. Petros' lead commercial asset is Stendra® (avanafil), a U.S. Food and Drug Administration (FDA)-approved erectile dysfunction (ED) treatment (See indications and important safety information below.) Petros is currently exploring the potential to convert Stendra® from prescription-only status to non-prescription status. Petros will be led by Fady Boctor, Chief Commercial Officer of Metuchen, who has been named President and CCO.
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"We are excited to complete this merger and create two publicly traded companies, Petros Pharmaceuticals, Inc. and Neurotrope Bioscience, Inc. ("NBI"), each with the potential to create long-term value for our stakeholders," said Josh Silverman, a Director of the newly formed Petros and Chairman of Neurotrope and NBI. "This transaction provides a unique opportunity to participate in the upside potential of Stendra®, a distinct, FDA approved ED therapy. I am especially encouraged by Petros' partnership with Foundation Consumer Healthcare, a world leading OTC company, as we develop strategies to bring our FDA approved ED therapy to consumers on a non-prescription basis."
"The closing of this merger transaction marks the beginning of a new chapter for Petros," said Mr. Boctor. "With this merger, Petros will now have the opportunity to advance the commercial distribution of Stendra® in the ED space and build a pipeline of other therapeutic products to improve men's health, including a topical treatment H100™ for Peyronie's disease (PD), as well as pursue innovative treatment options in other high-value disease areas."