Amended Statement of Ownership (sc 13g/a)

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. 2)¹

Neurotrope, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

64129T207

(CUSIP Number)

December 31, 2019

(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 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 297,816 shares of common stock 260,340 shares of common stock issuable upon exercise of warrants*
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER 297,816 shares of common stock 260,340 shares of common stock issuable upon exercise of warrants*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 297,816 shares of common stock 260,340 shares of common stock issuable upon exercise of warrants*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.19%*
12	TYPE OF REPORTING PERSON IA, OO

* As more fully described in Item 4, the Warrants are subject to a 4.99% blocker (other than certain Warrants which are subject to a 9.99% blocker), and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).

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 536,490 shares of common stock issuable upon exercise of warrants*
	6	SHARED VOTING POWER 297,816 shares of common stock 260,340 shares of common stock issuable upon exercise of warrants*
	7	SOLE DISPOSITIVE POWER 536,490 shares of common stock issuable upon exercise of warrants*
	8	SHARED DISPOSITIVE POWER 297,816 shares of common stock 260,340 shares of common stock issuable upon exercise of warrants*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 297,816 shares of common stock 796,830 shares of common stock issuable upon exercise of warrants*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.99%*
12	TYPE OF REPORTING PERSON IN

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 - 0 -
	6	SHARED VOTING POWER 297,816 shares of common stock 260,340 shares of common stock issuable upon exercise of warrants*
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER 297,816 shares of common stock 260,340 shares of common stock issuable upon exercise of warrants*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 297,816 shares of common stock 260,340 shares of common stock issuable upon exercise of warrants*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.19%*
12	TYPE OF REPORTING PERSON IN

This Amendment No. 2 (this “Amendment”) amends the statement on Schedule 13G filed on December 28, 2018 and as amended on February 14, 2019 (the “Original Schedule 13G”) with respect to the Common Stock, $0.0001 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 and Item 5 in their entirety as set forth below.

Item 4.

Ownership

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 13,068,023 shares of Common Stock outstanding as of November 8, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2019, which includes the exercise of the reported 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 4.99% of the outstanding shares of Common Stock (other than certain Warrants which are subject to a 9.99% blocker) (collectively, the “Blockers”), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Reported Warrants due to the Blockers.

As of the date of the event which requires filing of this statement, Iroquois Master Fund Ltd. (“Iroquois Master Fund”) held 297,816 shares of Common Stock and Reported Warrants to purchase 260,340 shares of Common Stock (of which Reported Warrants to purchase 244,715 shares of Common Stock are subject to the 4.99% Blocker and Reported Warrants to purchase 15,625 shares of Common Stock are subject to the 9.99% Blocker) and Iroquois Capital Investment Group LLC (“ICIG”) held Reported Warrants to purchase 531,281 shares of Common Stock (of which Reported Warrants to purchase 390,656 shares of Common Stock are subject to the 4.99% Blocker and Reported Warrants to purchase 140,625 shares of Common Stock are subject to the 9.99% Blocker). Mr. Abbe also beneficially owned Reported Warrants to purchase 5,209 shares of Common Stock (of which the Reported Warrants are subject to the 9.99% Blocker) which are held by Kensington Investment Partners LLC.

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 and Kensington Investment Partners LLC. 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, ICIG and Kensington Investment Partners LLC. 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.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

Item 10.

Certification

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.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2020