Item 8.01 Other Events.
On July 24, 2020, Petros
Pharmaceuticals, Inc., a Delaware corporation formed for the purposes of effecting transactions contemplated by the Merger Agreement
(as defined below) (“Petros”) filed a registration statement on Form S-4 (File No. 333-240064) (the “Registration
Statement”) with the U.S. Securities and Exchange Commission (“SEC”), which includes a preliminary proxy statement
of Neurotrope, Inc., a Nevada corporation (“Neurotrope”), and constitutes a preliminary prospectus of Petros.
The Registration Statement
was filed in connection with the previously disclosed Agreement and Plan of Merger (the “Original Merger Agreement”),
dated as of May 17, 2020, by and among Petros, Neurotrope, PM Merger Sub 1, LLC, a Delaware limited liability company and
a wholly-owned subsidiary of Petros (“Merger Sub 1”), PN Merger Sub 2, Inc., a Delaware corporation and a wholly-owned
subsidiary of Petros (“Merger Sub 2”), and Metuchen Pharmaceuticals LLC, a Delaware limited liability company (“Metuchen”),
as amended by the First Amendment to the Original Merger Agreement (the “Merger Agreement Amendment” and, together
with the Original Merger Agreement, the “Merger Agreement”), dated as of July 23, 2020, providing for (1) the
merger of Merger Sub 1 with and into Metuchen, with Metuchen surviving as a wholly-owned subsidiary of Petros (the “Metuchen
Merger”) and (2) the merger of Merger Sub 2 with and into Neurotrope, with Neurotrope surviving as a wholly-owned subsidiary
of Petros (the “Neurotrope Merger” and, together with the Metuchen Merger, the “Mergers”).
The Registration Statement has not yet
been declared effective by the SEC. The Registration Statement is available on the SEC’s EDGAR system, and may be accessed
at www.sec.gov.
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 of Neurotrope’s wholly-owned subsidiary, Neurotrope Bioscience, Inc., 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 Information About the Business Combination and Where to Find It
In connection with
the proposed transaction among Petros, Neurotrope and Metuchen, Petros has filed a Registration Statement on Form S-4, which includes
a preliminary proxy statement of Neurotrope. Petros intends to file additional relevant materials with the SEC. 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 is included in the Registration Statement on Form S-4 filed by Petros. These documents
can be obtained free of charge from the sources indicated above.