Neurotrope, Inc. (Form: 8-K, Received: 11/23/2016 17:01:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2016

NEUROTROPE, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-55275	46-3522381
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

205 East 42nd Street, 16th Floor

New York, New York 10017

(Address of principal executive offices, including ZIP code)

(973) 242-0005

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective on November 21, 2016, Neurotrope, Inc. (the “Company”) amended its 2013 Equity Incentive Plan, as amended (the “Plan”) pursuant to an Amendment to the Neurotrope, Inc. 2013 Equity Incentive Plan (the “Equity Incentive Plan Amendment”) to increase the number of shares of Common Stock available for issuance under the Plan to 21,930,300 shares of Common Stock. The foregoing description of the Equity Incentive Plan Amendment is qualified in its entirety by reference to the full text of the Equity Incentive Plan Amendment, a copy of which is being filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment to the Neurotrope, Inc. 2013 Equity Incentive Plan, dated November 21, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEUROTROPE, INC.


Dated: November 23, 2016	By:	/s/ Robert Weinstein
	Name:	Robert Weinstein
	Title:	Chief Financial Officer, Executive Vice President, Secretary and Treasurer

EXHIBIT INDEX

Exhibit No.		Description
10.1		Amendment to the Neurotrope, Inc. 2013 Equity Incentive Plan, dated November 21, 2016

Exhibit 10.1

AMENDMENT NO. 2 TO

NEUROTROPE, INC.

2013 EQUITY INCENTIVE PLAN

This Amendment No. 2 to the 2013 Equity Incentive Plan, as amended (the “Plan”) of Neurotrope, Inc. (the “Company”) is entered into as of this 21 ^st day of November, 2016. All capitalized terms used herein without definition shall have the meanings ascribed to them in the Plan.

WHEREAS, the Company has adopted the Plan and wishes to amend the Plan for purposes of increasing the number of shares reserved and available for grant and issuance pursuant to the Plan.

NOW, THEREFORE, the Plan is hereby amended as follows, effective as of the date set forth below:

Section 3(a) is replaced in its entirety by:

(a)

Subject to the provisions of Section 14 hereof, the maximum aggregate number of Shares that may be awarded and sold under the Plan is 21,930,300 (twenty-one million, nine hundred thirty thousand, three hundred) Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.

IN WITNESS WHEREOF, the Company has executed this Amendment No. 2 as of this 21st day of November, 2016.

	NEUROTROPE, INC.


	By:	/s/ Robert Weinstein
	Name:	Robert Weinstein
	Title:	Chief Financial Officer