Neurotrope, Inc. (NasdaqCM:NTRP) intends to spin-off Neurotrope Bioscience, Inc. on May 17, 2020. The spin-off is planned to be made as a distribution to Neurotrope's stakeholders as of a record date prior to the merger of Neurotrope, Inc. and Metuchen Pharmaceuticals LLC but the distribution is currently contemplated to occur after the closing. 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. The holders of record of Neurotrope Common Stock and certain warrants will receive a pro rata distribution of one share of Neurotrope SpinCo's common stock for each share of Neurotrope common stock held or underlying certain warrants contingent upon the consummation of the mergers. As of July 23, 2020, every five shares of neurotrope's common stock outstanding on the record date for the spin-off (the “Record Date”), will entitle the holder thereof to receive one share of common stock. The record date of the transaction is November 25, 2020. As of September 28, 2020, Neurotrope will distribute Spin-Off Warrants to purchase approximately 3.909126 million shares of Neurotrope Bioscience Common Stock to certain holders of Neurotrope Warrants that elected to receive Spin-Off Warrants pursuant to the terms of their Neurotrope Warrants, based on the application of the distribution ratio of Spin-Off Warrants exercisable into one share of our Common Stock for every Neurotrope Warrant exercisable into five shares of Neurotrope common stock.

Neurotrope Bioscience, Inc. will be a separate public company. Neurotrope will not retain any ownership interest in Neurotrope Bioscience, Inc. Robert Weinstein, currently the Chief Financial Officer of Neurotrope, will become Chief Financial Officer of the Neurotrope SpinCo. Following spin off Alan Tuchman, will serve as Chief Executive Officer and Daniel L. Alkon as President, Chief Scientific Officer. If the Spin-Off is not completed, the Mergers may fail to close. The consummation of the Spin-Off will occur immediately following, and is expressly conditioned upon, the closing of the merger. The deal is subject to approval by shareholders of Neurotrope, Inc., declaration of effectiveness of our Registration Statement on Form S-1, the Separation Agreement and the ancillary agreements contemplated by the Separation Agreement shall have been executed by each party thereto, Common Stock shall have been accepted for listing on Nasdaq or another national securities exchange approved by Neurotrope, or for quotation on the OTCQB subject to official notice of issuance, no order, injunction or decree issued by any governmental authority of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Spin-Off shall be in effect, and no other event outside the control of Neurotrope shall have occurred or failed to occur that prevents the consummation of the Spin-Off, all necessary approvals from applicable state regulators, Neurotrope shall have received the written opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Neurotrope shall deliver or cause to be delivered to NBI resignations, effective as of immediately after the Distribution, of each individual who will be an employee of any member of the Neurotrope Group after the Distribution and who is an officer or director of NBI immediately prior to the Distribution. The Board of Neurotrope, Inc. approved the spin off and determined to recommend that the stockholders of Neurotrope vote to approve the agreement. As per disclosure of November 20, 2020, Neurotrope, Inc. announced today that its Board of Directors has approved the conditional distribution and set the shareholder of record and distribution dates in connection with the deal. The record date is November 30, 2020 now. Philadelphia Stock Transfer, Inc. acted as distribution agent and Abraham A. Reshtick and Kenneth Koch of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. acted as legal advisor for Neurotrope.

Neurotrope, Inc. completed the spin-off of Neurotrope Bioscience, Inc. on December 2, 2020. Neurotrope Bioscience, Inc., has been renamed as Synaptogenix, trading under the symbol SNPX.