NTRP NextTrip Inc

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the special meeting of stockholders of Neurotrope, Inc. (the “Company”) held on November 25, 2020 (the “Special Meeting”), stockholders of the Company voted as set forth below on the following proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 2, 2020 (the “Proxy Statement”).

At the Special Meeting, 19,517,843 shares of common stock, or approximately 82.09% of the outstanding common stock of the Company entitled to vote, were represented by proxy or in person.

The final voting results for each matter submitted to a vote of the Company’s stockholders are as follows:

Proposal 1—Approval of the Merger Agreement and Transactions Contemplated Thereunder, Including Issuance of Petros Common Stock in the Mergers Pursuant to the Merger Agreement

To approve the Agreement and Plan of Merger, by and among the Company, Petros Pharmaceuticals, Inc. (“Petros”) PM Merger Sub 1, LLC, PN Merger Sub 2, Inc. and Metuchen Pharmaceuticals, LLC (“Metuchen”), dated as of May 17, 2020, as amended by the First Amendment to the Agreement and Plan of Merger, dated as of July 23, 2020, and the Second Amendment to the Agreement and Plan of Merger, dated as of September 30, 2020 (the “Merger Agreement”) and the transactions contemplated thereby, including the issuance of Petros capital stock to Neurotrope stockholders and Metuchen securityholders. This Proposal 1 was previously approved by the Company’s preferred stockholders.

Proposal 2—Approval of the Spin-Off

To consider and approve the spin-off transaction whereby (i) any cash in excess of $20,000,000, subject to adjustment as provided for in the Merger Agreement, and all of the operating assets and liabilities of the Company not retained by the Company in connection with the Mergers (as defined in the Merger Agreement) will be contributed to a wholly-owned subsidiary of the Company, referred to as Neurotrope Biosciences, Inc. (“Neurotrope SpinCo”), and (ii) holders of record of the Company’s common stock and certain warrants as of November 30, 2020 (the “Spin-Off Record Date”) will receive a pro rata distribution of one share of Neurotrope SpinCo’s common stock for each share of the Company’s common stock held or underlying certain warrants held at the close of business on the Spin-Off Record Date, contingent upon the consummation of the Mergers. The proceeds of any warrant exercises occurring between the signing of the Merger Agreement and the consummation of the Merger will be split 80% to Petros and 20% to the spun-off entity, subject to adjustment as provided in the Merger Agreement..

Proposal 3—Approval of the Petros 2020 Equity Plan

The approval of the Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation Plan.

Proposal 4—Advisory Vote on Golden Parachute Compensation

The approval, on an advisory basis, of the golden parachute compensation that may be paid or become payable to the Company’s named executive officers as a result of the Mergers.

Proposal 6—Ratification of the Independent Registered Public Accounting Firm

The ratification of the appointment of Friedman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

Proposal 7—Advisory Vote on Approval of Executive Compensation

The approval by an advisory vote the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.

In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes to approve either Proposal 1, 2, 3, 4, 5, 6 or 7 at the time of the Special Meeting. Because the Company’s stockholders approved the adoption of each of Proposal 1, 2, 3, 4, 5, 6 and 7, as noted above, the adjournment proposal was not deemed necessary.