Item 8.01
Other Events.
On May 28, 2020,
the Company announced the launch of a new long-term Phase 2 clinical study of Bryostatin-1 for the treatment of patients with Alzheimer’s
Disease. The new Phase 2 clinical study, which is expected to enroll approximately 100 patients, will evaluate Bryostatin-1 in
the absence of Namenda for a 6-month period, which will include two 11-week dosing cycles. The study will focus on AD patients
with pre-specified moderately severe (Moderate Stratum; MMSE-2 baseline score 14-10) and moderate (MMSE-2 baseline score 18–15)
disease, including a patient population that demonstrated the most evidence of benefit in a prior study, and will focus on assessing
sustained cognitive benefit as measured by the Severe Impairment Battery (SIB) score, a widely accepted measure of cognitive function
in advanced dementia patients. This study will be conducted in collaboration with the National Institutes of Health (NIH), who
granted the Company $2.7 million in funding to further investigate the therapeutic effect of Bryostatin-1 in this patient population.
Analysis of the data will be conducted in consultation with Dr. Richard Thompson, Senior Scientist from the Bloomberg School of
Public Health at Johns Hopkins University. The Company has engaged Worldwide Clinical Trials to initiate site recruitment and activation.
The Company expects to dose the first patient during the late third quarter or early fourth quarter of this year.
Forward-Looking Statements
This communication contains forward-looking
statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended) concerning Neurotrope, Metuchen, the proposed transactions and other matters.
These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial
condition, or otherwise, based on current beliefs of the management of Neurotrope, as well as assumptions made by, and information
currently available to, management. Forward-looking statements generally include statements that are predictive in nature
and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,”
“would,” “expect,” “anticipate,” “plan,” “likely,” “believe,”
“estimate,” “project,” “intend,” and other similar expressions. Statements that are not historical
facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject
to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained
in any forward-looking statement as a result of various factors, including, without limitation: the risk that the conditions to
the closing of the transactions are not satisfied, including the failure to obtain stockholder approval for the transactions in
a timely manner or at all; uncertainties as to the timing of the consummation of the Mergers and the Spin-Off and the ability of
each of Petros, Neurotrope and Metuchen to consummate the transactions; risks related to Petros’ initial listing on The Nasdaq
Capital Market at the closing of the proposed transaction; risks related to Neurotrope’s ability to correctly estimate
its operating expenses and its expenses associated with the transaction; the ability of Neurotrope or Metuchen to protect their
respective intellectual property rights; competitive responses to the transaction; unexpected costs, charges or expenses resulting
from the transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion
of the transaction; and legislative, regulatory, political and economic developments. The foregoing review of important factors
that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction
with statements that are included herein and elsewhere, including the risk factors included in Neurotrope’s most recent Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. Neurotrope
can give no assurance that the conditions to the transaction will be satisfied. Except as required by applicable law, Neurotrope
undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether
as a result of new information, future events or otherwise.
No Offer or Solicitation
This communication is not intended to and
does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe
for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. Subject
to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be
made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction,
or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and
the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Important Additional Information Will be Filed with the SEC
In connection with the proposed transaction
among Petros, Neurotrope and Metuchen, Petros intends to file relevant materials with the SEC, including a registration statement
that will contain a proxy statement and prospectus. NEUROTROPE URGES INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PETROS, NEUROTROPE,
METUCHEN, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies
of the proxy statement, prospectus and other documents filed by Petros and Neurotrope with the SEC (when they become available)
through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain
free copies of the proxy statement, prospectus and other documents filed by Petros and Neurotrope with the SEC by contacting Investor
Relations by mail at Neurotrope, Inc., Attn: Investor Relations, 1185 Avenue of the Americas, 3rd Floor, New York,
New York 10036. Investors and stockholders are urged to read the proxy statement, prospectus and the other relevant materials
when they become available before making any voting or investment decision with respect to the proposed transaction.
Participants in the Solicitation
Petros, Neurotrope and Metuchen, and each
of their respective directors and executive officers and certain of their other members of management and employees, may be deemed
to be participants in the solicitation of proxies in connection with the proposed transaction. Information about Neurotrope’s
directors and executive officers is included in Neurotrope’s Annual Report on Form 10-K for the year ended December 31,
2019, filed with the SEC on March 13, 2020. Additional information regarding these persons and their interests in the
transaction will be included in the proxy statement relating to the transactions when it is filed with the SEC. These documents
can be obtained free of charge from the sources indicated above.