Item 1.01 Entry into a Material Definitive Agreement

On May 17, 2020, Neurotrope, Inc., a Nevada corporation ("Neurotrope"), Petros Pharmaceuticals, Inc., a Delaware corporation formed for the purposes of effecting transactions contemplated by the Merger Agreement ("Petros"), 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 Nevada corporation and a wholly-owned subsidiary of Petros ("Merger Sub 2"), and Metuchen Pharmaceuticals LLC, a Delaware limited liability company ("Metuchen"), entered into an Agreement and Plan of Merger (the "Merger Agreement").

The Merger Agreement provides 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 Mergers are intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 351 of the Internal Revenue Code of 1986, as amended.

As a result of the Metuchen Merger, each outstanding common unit or preferred unit of Metuchen will be exchanged for a number of shares of Petros common stock equal to the quotient resulting from the formula of (i) 95,908,502 divided by (ii) the number of fully-diluted units of the Company outstanding immediately prior to the effective time of the Mergers. As a result of the Neurotrope Merger, each outstanding share of Neurotrope common stock will be exchanged for one (1) share of Petros common stock and each outstanding share of Neurotrope preferred stock will be exchanged for one (1) share of Petros preferred stock. Following the Mergers, the Petros Preferred Stock will have substantially the same conversion rights (proportionally adjusted to give effect to the Mergers), powers, rights and privileges as the Neurotrope preferred stock prior to the Mergers. In addition, each outstanding option to purchase Neurotrope common stock or outstanding warrant to purchase common stock that has not previously been exercised prior to the closing of the Mergers (the "Closing") 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 Merger Agreement.

Upon the Closing, on a pro forma basis, current Neurotrope shareholders will own approximately 20.0% of the combined company and current Metuchen investors will own approximately 80.0% of the combined company.

In connection with the Mergers, Neurotrope plans to spin-off (the "Spin-Off") its wholly-owned subsidiary, Neurotrope Biosciences, Inc. Substantially all of the consolidated operations of Neurotrope were conducted through such subsidiary and substantially all of the consolidated operating assets and liabilities of Neurotrope reside in such subsidiary. The Spin-Off is planned to be made as a distribution to Neurotrope's stakeholders as of a record date prior to the Mergers, but the distribution is currently contemplated to occur after the Closing. The spun-off entity will be capitalized with all cash in excess of the $20 million to be retained by Metuchen, subject to adjustment for the proceeds from any exercise of Neurotrope's warrants between the date of execution of the Merger Agreement and closing of the Mergers. The proceeds of any such warrant exercises will be split 80% to Metuchen and 20% to the spun-off entity. The record date for the Spin-Off, the ratio of the Spin-Off shares distributed to the Neurotrope shares held as of the record date and the extent to which other stakeholders of Neurotrope may be entitled to participate in the Spin-Off have not yet been determined.

Consummation of the Mergers is subject to certain closing conditions, including, among other things, approval by the securityholders of Neurotrope and Metuchen and the listing of the Petros common stock on the Nasdaq Stock Market after the Mergers. In accordance with the terms of the Merger Agreement, (i) certain executive officers, directors and unitholders of Metuchen (solely in their respective capacities as Metuchen unitholders) holding approximately 84% of the outstanding Metuchen capital units have entered into voting agreements with Neurotrope to vote all of their Metuchen capital units in favor of adoption of the Merger Agreement (the "Metuchen Voting Agreements") and (ii) certain executive officers, directors and stockholders of Neurotrope (solely in their respective capacities as Neurotrope stockholders) holding less than 1% of the outstanding Neurotrope common stock have entered into voting agreements with Metuchen to vote all of their shares of Neurotrope common stock in favor of approval of the Merger Agreement (the "Neurotrope Voting Agreements", and together with the Metuchen Voting Agreements, the "Voting Agreements"). The Voting Agreements include covenants with respect to the voting of such shares or units in favor of approving the transactions contemplated by the Merger Agreement and against any competing acquisition proposals. In addition, concurrently with the execution of the Merger Agreement, (i) certain executive officers, directors and unitholders of Metuchen and (ii) certain executive officers, directors and stockholders of Neurotrope have entered into lock-up agreements (the "Lock-Up Agreements") pursuant to which they accepted certain restrictions on transfers of shares of Petros common stock for the nine-month period following the Closing.

The Merger Agreement contains certain termination rights for both Neurotrope and Metuchen, and further provides that, upon termination of the Merger Agreement under specified circumstances, either party may be required to pay the other party a termination fee of $1,000,000 plus third party expenses incurred by the terminating party.

At the effective time of the Mergers, the Board of Directors of Petros is expected to consist of nine members, five of whom will be designated by Metuchen and four of whom will be designated by Neurotrope.

In connection with the entry into the Merger Agreement, Neurotrope and an affiliated entity of Juggernaut Capital Partners (the "Investor") entered into a Backstop Agreement pursuant to which the Investor agreed to contribute to Metuchen at the Closing an amount equal to the Working Capital Shortfall Amount (as defined in the Merger Agreement), if any, as determined in accordance with Section 1.8 of the Merger Agreement, up to an aggregate amount not to exceed $6,000,000 (the "Commitment Cap"). Following the Closing and until the one-year anniversary of the Closing (the "Anniversary Date"), the Investor agreed to contribute, or cause an affiliate to contribute, to Petros an amount equal to the Commitment Cap less the Working Capital Shortfall Amount (the "Post-Closing Commitment") on the Anniversary Date; provided, however, that, (a) in the event that, at any time between the Closing and the Anniversary Date, the closing price per share of Petros' common stock on the Nasdaq Capital Market or any other securities exchanges on which the Petros common stock is then traded equals or exceeds $2.175 for a period of ten (10) consecutive trading days, then the Post-Closing Commitment shall be reduced by fifty percent (50%) and (b) in the event that, at any time between the Closing and the Anniversary Date, the closing price per share of Petros' common stock on the Nasdaq Capital Market or any other securities exchanges on which the Petros common stock is then traded equals or exceeds $2.5375 for a period of ten (10) consecutive trading days, then the Post-Closing Commitment shall be $0.

In addition, in connection with the entry into the Merger Agreement, the Investor, Neurotrope and Metuchen entered into a Note Conversion and Loan Repayment Agreement pursuant to which the Investor agreed to fund up to $1.5 million to Metuchen from time to time no later than the Closing to permit Metuchen to make certain monthly payments pursuant to its outstanding credit facility. Further, pursuant to the terms of the Note Conversion and Loan Repayment Agreement, the Investor agreed to convert all outstanding promissory notes of Metuchen held by the Investor into shares of Petros common stock in connection with the Closing. As of the date of this Current Report on Form 8-K, the Investor has funded promissory notes of Metuchen equal to an aggregate of $8.5 million.

The preceding summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, the form of Metuchen Voting Agreements, the form of Neurotrope Voting Agreements, the form of Lock-Up Agreements and the form of Juggernaut Backstop Agreement, which are filed as Exhibits 2.1, 2.2, 2.3, 2.4 and 99.9, respectively, to this Form 8-K and which are incorporated herein by reference. The Merger Agreement has been attached as an exhibit to this Current Report on Form 8-K to provide investors and securityholders with information regarding its terms. It is not intended to provide any other factual information about Metuchen or Neurotrope or to modify or supplement any factual disclosures about Neurotrope in its public reports filed with the SEC. The Merger Agreement includes representations, warranties and covenants of Metuchen and Neurotrope made solely for the purpose of the Merger Agreement and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger Agreement. Investors should not rely on . . .

Item 8.01 Other Events.

Attached as Exhibit 99.1 is a copy of the joint press release issued by Neurotrope and Metuchen on May 18, 2020 announcing the execution of the Merger Agreement.

For the general information of investors, Neurotrope is filing herewith information relating to the Merger. Specifically, filed herewith as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, are excerpts of the "Metuchen Business," "Metuchen Management's Discussion and Analysis of Financial Condition and Results of Operations," "Risk Factors" and "Fairness Opinion of Gemini Partners LLC" sections or annexes expected to be disclosed as part of the prospectus contained in the Form S-4 registration statement to be filed by Petros in connection with the Mergers, which exhibits are incorporated by reference herein. Such information is as of May 18, 2020 (unless an earlier date is indicated).

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of business acquired.

The audited financial statements of Metuchen as of and for the year ended December 31, 2019 (Successor), the period December 10, 2018 through December 31, 2018 (Successor) and the period January 1, 2018 through December 9, 2018 (Predecessor), are filed herewith as Exhibit 99.7. The consent of EisnerAmper LLP, independent registered public accounting firm, is attached hereto as Exhibit 23.1

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of Neurotrope and Metuchen as of and for the year ended December 31, 2019 is filed herewith as Exhibit 99.7.





(d) Exhibits.

Reference is made to the Exhibit Index included with this Current Report on Form 8-K.

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