Metuchen Pharmaceuticals LLC entered into a non-binding term sheet to acquire Neurotrope, Inc. (NasdaqCM:NTRP) from Intracoastal Capital LLC and others for approximately $140 million in a reverse merger transaction on February 21, 2020. Metuchen Pharmaceuticals LLC entered into a definitive agreement to acquire Neurotrope, Inc. in a reverse merger transaction on May 17, 2020. Metuchen and Neurotrope will merge in an all-stock transaction resulting in a newly formed holding company to be renamed Petros Pharmaceuticals, Inc. Each outstanding common unit or preferred unit of Metuchen and Neurotrope common stock will be exchanged for a number of shares of Petros common stock equal to the quotient. The Petros preferred stock will have substantially the same conversion rights, powers, rights and privileges as the Neurotrope preferred stock prior to the transaction. In addition, each outstanding option to purchase Neurotrope common stock or outstanding warrant to purchase common stock that has not previously been exercised will be converted into equivalent options and warrants to purchase shares of Petros common stock and will be adjusted to give effect to the exchange ratios set forth in the agreement. Upon completion of the proposed merger, it is anticipated that existing Neurotrope shareholders will own approximately 20% and Metuchen shareholders will own approximately 95.9 million shares, representing 80% of the combined company, in each case on a pro forma basis and based upon the final Neurotrope common stock share count at close. Upon closing of the transaction, Neurotrope Bioscience Inc.'s ("NBI") current lead asset, Bryostatin-1 and substantially all of its existing assets, operations and liabilities, except for cash retained by Petros in accordance with the terms of the merger agreement, will be spun-out into a new, separately traded company. The stakeholders of Neurotrope prior to the merger will own all of the shares of NBI. Petros is expected to become a Nasdaq traded company. Upon termination of the transaction, either Metuchen or Neurotrope may be required to pay the other party a termination fee of $1 million plus third party expenses incurred by the terminating party. The board will consist of 9 members. Five members will be designated by Metuchen and four members of the Board of Directors of Neurotrope will be designated by Neurotrope, including Josh Silverman, Bruce Bernstein, Charles Ryan and Ivan Gergel. Upon completion, Charles Ryan will continue as the Chief Executive Officer of Petros.

On July 23, 2020, Metuchen and Neurotrope entered into a First Amendment to the Merger Agreement and number of shares of Petros common stock to be issued to the Metuchen security holders is 82.6 million. In addition, upon the achievement of certain targets set forth in the Amendment, Petros will deposit four earnout payments with the exchange agent for distribution to each unitholder of Metuchen prior to the closing of the merger in accordance with such unitholder's earnout pro rata percentage as follows. If at any time following the closing of the Metuchen Merger and prior to July 31, 2022, the closing price per share of Petros common stock greater than or equal to $1.81 for a period of twenty consecutive trading days, then the earnout payment will be equal to 3.33 million shares of Petros common stock, when greater than or equal to $2.18 for a period of twenty consecutive trading days then the earnout payment will be equal to 3.33 million shares, when greater than or equal to $2.54 for a period of twenty consecutive trading days then the earnout payment will be equal to 3.33 million shares and greater than or equal to $2.90 for a period of twenty consecutive trading day, then the earnout payment will be equal to 3.33 million shares. Each Milestone Earnout Payment is only achievable and payable one time and no further payments with respect to any individual Milestone Earnout Payment will be achievable following its initial achievement. In no event will the sum of the First Milestone Earnout Payment, the Second Milestone Earnout Payment, the Third Milestone Earnout Payment and the Final Milestone Earnout Payment be greater than 13.32 million shares of Petros common stock. Upon the closing Neurotrope stockholders will own approximately 22.5% of Petros and current Metuchen security holders will own approximately 77.5% of Petros. On September 30, 2020, Metuchen and Neurotrope entered into a second amendment to the merger agreement and number of shares of Petros common stock to be issued to the Metuchen security holders is 24.75 million. In addition, upon the achievement of certain targets, Petros will deposit earnout payments with the exchange agent for distribution to each unitholder of Metuchen prior to the closing of the merger in accordance with such unitholder's earnout pro rata percentage based on few conditions. In addition to the milestone earnout payments, Metuchen equity holders will have the opportunity to receive certain payments during the period ending on the second anniversary as described in second amendment. Upon the closing of the transaction, current Neurotrope shareholders will own approximately 49% of the combined company and current Metuchen investors will own approximately 51% of the combined company. As per second amendment, following the closing of the transaction, the Petros board of directors will consist of five directors, of which three directors will be designated by Metuchen and two directors will be designated by Neurotrope. Charles Ryan will not serve as the Chief Executive Officer of Petros following close of the transaction.

The transaction is subject to customary closing conditions, including approval of the merger agreement by the shareholders of Neurotrope and Metuchen and the listing of the Petros common stock on the Nasdaq Stock Market. The transaction is subject to effectiveness of Registration Statement, execution of lock-up agreements, execution of Juggernaut Backstop agreement, resignation of members of the board of managers of Metuchen and resignation of Board of Directors of Neurotrope, conversion of JCP Notes and any other Indebtedness of Metuchen into common units, Metuchen working capital shall be greater than or equal to $0 upon closing, waiting period applicable to the consummation of the transaction under the Hart-Scott-Rodino Antitrust Act will have expired or been terminated and regulatory approvals. The transaction is also subject to spin-off transaction which shall have been duly approved by the Neurotrope, and all conditions precedent to the consummation of the Spin-Off, other than the effectiveness of the Mergers, shall have been satisfied. The transaction has been unanimously approved by the boards of directors of both Metuchen and Neurotrope. Neurotrope's board of directors recommends that its stockholders vote for the transaction. The transaction has been approved by the stockholders of Neurotrope on November 25, 2020. The transaction is expected to close during the third quarter of 2020. As of September 30, 2020, the transaction is expected to close in mid-fourth quarter 2020.

Andrew M. Ray and Jeffrey Letalien of Morgan, Lewis & Bockius, LLP acted as the legal advisor for Metuchen. Gemini Valuation Services, LLC acted as the financial advisor and fairness opinion provider to Neurotrope. Kenneth R. Koch, Jeffrey P. Schultz and Avi Reshtick along with Daniel A. Bagliebter of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as the legal advisor for Neurotrope. The Proxy Advisory Group, LLC acted as proxy solicitor to Neurotrope and received $43,000 as fees. Philadelphia Stock Transfer Inc is acting as transfer agent of Neurotrope.

Metuchen Pharmaceuticals LLC completed the acquisition of Neurotrope, Inc. (NasdaqCM:NTRP) from Intracoastal Capital LLC and others in a reverse merger transaction on December 1, 2020. Pursuant to the terms of the Merger Agreement, Metuchen shareholders also may receive additional shares of Petros common stock issuable upon the achievement of certain milestones. On December 1, 2020, the Petros Common Stock was approved for listing on the Nasdaq Capital Market. The newly traded holding company will be named Petros Pharmaceuticals, Inc. Petros' shares will commence trading on the Nasdaq Global Market on December 2, 2020, under the ticker symbol "PTPI". Upon the close of the transaction, the size of Petros Pharmaceuticals' board of directors was increased from two to five directors and Bruce T. Bernstein, Greg Bradley, and Wayne Walker were appointed to fill the resulting vacancies and to serve on the committees of the Board of Directors. All closing conditions required by agreement have been satisfied.