NEUROTROPE, INC. (OTCMKTS:NTRP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Securities Purchase Agreement

On November 22, 2016, Neurotrope, Inc. (the Company) entered into
documentation relating to the second and final closing (the Final
Closing) of a private placement financing (the Private Placement)
to the previously disclosed Securities Purchase Agreement, dated
November 17, 2016 (the Purchase Agreement) entered into with
certain accredited investors (the Buyers). In the Final Closing,
the Company sold 21,600,000 shares of the Companys common stock,
par value $0.0001 per share (the Common Stock) and warrants to
purchase an equivalent number of shares of Common Stock, with an
exercise price of $0.40 per share (subject to adjustment), for a
period of five years from the date of issuance (the Series F
Warrants), at a purchase price of $0.20 per share of Common Stock
and Series F Warrant, for additional gross proceeds of
approximately $4.3 million.

The Final Closing in the Private Placement was provided for and
contemplated by the Purchase Agreement. The closing of the
Private Placement was subject to customary closing conditions.
The total gross proceeds from the closing of the Private
Placement were approximately $24.5 million.

Registration Rights Agreement

As previously disclosed, in connection with the signing of the
Purchase Agreement, the Company and the Buyers entered into a
registration rights agreement (the Registration Rights Agreement)
dated November 17, 2016, to which the Buyers in the Final Closing
are also parties. Under the terms of the Registration Rights
Agreement, the Company agreed to register the shares of Common
Stock and the shares of Common Stock issuable upon exercise of
the Series F Warrants sold to the Buyers to the Purchase
Agreement. The Company is required to file a registration
statement for the resale of such securities within 30days
following the closing date and to use its commercially reasonable
efforts to cause each such registration statement to be declared
effective no later than the earlier of (i) 90 days following the
closing date (or 120days following the closing date if the
Securities and Exchange Commission causes a delay) and (ii) the
second business day after the Company is notified that the
registration statement will not be further reviewed. The Company
may incur liquidated damages if it does not meet certain
deadlines with respect to its registration obligations under the
Registration Rights Agreement or if certain other events occur.
The Company also agreed to other customary obligations regarding
registration, including indemnification and maintenance of the
effectiveness of the registration statement.

Placement Agent Compensation

As previously disclosed, in connection with the Private
Placement, to a Placement Agency Agreement, dated October 13,
2016 (the Placement Agency Agreement), among the Company,
Katalyst Securities LLC and GP Nurmenkari Inc. (the Placement
Agents), the Company has agreed to pay the Placement Agents (i) a
cash fee at each closing under the Purchase Agreement equal to
ten percent (10%) of each closings gross proceeds and (ii)
warrants to purchase shares of Common Stock at each closing under
the Purchase Agreement equal to ten percent (10%) of the number
of shares of Common Stock sold in each closing, with an exercise
price of $0.20 per share and a five-year term (the Broker
Warrants). Such Broker Warrants shall not become exercisable
until the Companys stockholders have approved an amendment to its
Articles of Incorporation to increase the number of authorized
shares and such amendment is filed in Nevada.

Important Additional Information

The foregoing descriptions of the Purchase Agreement, the Series
F Warrant, the Broker Warrant, the Registration Rights Agreement
and the Placement Agency Agreement are each qualified in its
entirety by reference to the full text of each of the Purchase
Agreement, the form of Series F Warrant, the form of Broker
Warrant, the Registration Rights Agreement and the Placement
Agency Agreement, which are filed as Exhibit 10.1, 4.1, 4.5, 10.2
and 10.4, respectively, to the Companys Current Report on Form
8-K filed with the SEC on November 18, 2016 and are incorporated
by reference herein.

The information set forth in Item 1.01. Entry into a Material
Definitive Agreement regarding the Private Placement is
incorporated herein by reference in its entirety.

Based in part upon the representations of the Buyers in the
Purchase Agreement, the Common Stock, the Series F Warrants and
the Broker Warrants were offered and sold in a private placement
to accredited investors or qualified institutional buyers without
registration under the Securities Act, or the securities laws of
certain states, in reliance on the exemptions provided by
Section4(a)(2) of the Securities Act and Regulation D promulgated
thereunder and in reliance on similar exemptions under applicable
state laws.

(d) Exhibits.

About NEUROTROPE, INC. (OTCMKTS:NTRP)

Neurotrope, Inc., formerly BlueFlash Communications, Inc., is a biopharmaceutical company with its product candidates in pre-clinical and clinical development. The Company is focused on developing a product platform based upon a drug candidate called bryostatin for the treatment of Alzheimer’s disease (AD), which is in the clinical testing stage. Bryostatin, which is a protein kinase C (PKC) Alpha and e activator, is also developed for other neurodegenerative or cognitive diseases and dysfunctions, which are in pre-clinical testing. Its second generation PKC activators, such as the Bryologs are meant for the treatment of central nervous system disorders, lysosomal storage diseases, stroke, cardio protection and traumatic brain injury. It develops Bryostatin-1 for the treatment of Alzheimer’s disease along with the rare (Orphan) diseases, such as Fragile X Syndrome and Niemann-Pick Type C. It has completed Phase IIa clinical trials of Bryostatin-1 for the treatment of patients with AD.

NEUROTROPE, INC. (OTCMKTS:NTRP) Recent Trading Information

NEUROTROPE, INC. (OTCMKTS:NTRP) closed its last trading session 00.000 at 0.330 with 1,300,436 shares trading hands.