10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number:   333-172647

 

Neurotrope, Inc.

(Exact name of registrant as specified in its charter)

Nevada	46-3522381
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

205 East 42^nd Street, 17^th Floor

New York, NY 10017

(973) 242-0005

(Registrant’s telephone number, including area code)

Not Applicable 

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x

As of October 30, 2017, there were 7,895,859 shares of the registrant’s common stock, $0.0001 par value per share, issued and outstanding.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION 

Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect” and similar expressions, include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our inability to obtain adequate financing, the significant length of time associated with drug development and related insufficient cash flows and resulting illiquidity, our patent portfolio, our inability to expand our business, significant government regulation of pharmaceuticals and the healthcare industry, lack of product diversification, availability of our raw materials, existing or increased competition, stock volatility and illiquidity, and the our failure to implement our business plans or strategies. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission (the “SEC”). We advise you to carefully review the reports and documents we file from time to time with the SEC, particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to publicly release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

OTHER INFORMATION

When used in this report, the terms, “we,” the “Company,” “our,” and “us” refer to Neurotrope, Inc., a Nevada corporation and its consolidated subsidiary Neurotrope BioScience, Inc. (“Neurotrope BioScience”).

TABLE OF CONTENTS

		Page No.
PART I – FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	3
	Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2017 and 2016	4
	Condensed Consolidated Statement of Changes in Shareholders’ Equity for the nine months ended September 30, 2017	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	27
Item 4.	Controls and Procedures.	27
Part II – OTHER INFORMATION
Item 1.	Legal Proceedings.	28
Item 1A.	Risk Factors.	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	29
Item 3.	Defaults Upon Senior Securities.	29
Item 4.	Mine Safety Disclosures.	29
Item 5.	Other Information.	29
Item 6.	Exhibits.	29
	Signatures.	30

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

Neurotrope, Inc. and Subsidiary

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30			December 31,
	2017			2016
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	18,650,529		$	25,773,533
Prepaid expenses		431,429			138,711
TOTAL CURRENT ASSETS		19,081,958			25,912,244
Fixed assets, net of accumulated depreciation		21,333			55,198
TOTAL ASSETS	$	19,103,291		$	25,967,442
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,617,686		$	2,167,413
Accrued expenses		50,027			190,744
Accrued expenses - related party		-			4,609
TOTAL CURRENT LIABILITIES		1,667,713			2,362,766
Commitments and contingencies
SHAREHOLDERS' EQUITY
Common stock - 150,000,000 shares authorized, $.0001 par value;
7,895,859 shares issued and outstanding at September 30, 2017;
6,754,547 shares issued and outstanding at December 31, 2016		790			676
Additional paid-in capital		75,783,955			73,648,737
Accumulated deficit		(58,349,167	)		(50,044,737	)
TOTAL SHAREHOLDERS' EQUITY		17,435,578			23,604,676
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	19,103,291		$	25,967,442

See accompanying notes to condensed consolidated financial statements.

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Neurotrope, Inc. and Subsidiary

Condensed Consolidated Statements of Operations

(Unaudited)

	Nine Months Ended			Nine Months Ended			Three Months Ended			Three Months Ended
	September 30,			September 30,			September 30,			September 30,
	2017			2016			2017			2016
OPERATING EXPENSES:
Research and development - related party	$	164,619		$	764,557		$	75,431		$	249,999
Research and development		3,662,589			3,548,608			744,618			1,729,929
General and administrative - related party		26,918			59,500			12,500			5,500
General and administrative		3,833,962			2,581,140			1,252,962			1,058,139
Stock-based compensation - related party		100,758			134,444			33,955			46,809
Stock-based compensation		581,664			830,335			197,146			503,283
TOTAL OPERATING EXPENSES		8,370,510			7,918,584			2,316,612			3,593,659
OTHER INCOME (EXPENSE):
Loss on abandonment of fixed assets		(34,274	)		-			-			-
Gain on settlement of lease obligation		53,599			-			-			-
Interest income		46,755			5,450			20,298			1,516
Net loss before income taxes		(8,304,430	)		(7,913,134	)		(2,296,314	)		(3,592,143	)
Provision for income taxes		-			-			-			-
Net loss	$	(8,304,430	)	$	(7,913,134	)	$	(2,296,314	)	$	(3,592,143	)
Preferred Stock dividends		-			(1,537,149	)		-			(512,397	)
Net loss attributable to common shareholders	$	(8,304,430	)	$	(9,450,283	)	$	(2,296,314	)	$	(4,104,540	)
PER SHARE DATA:
Basic and diluted loss per common share	$	(1.08	)	$	(6.13	)	$	(0.29	)	$	(2.64	)
Basic and diluted weighted average common shares outstanding		7,674,600			1,540,500			7,894,400			1,552,500

See accompanying notes to condensed consolidated financial statements.

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Neurotrope, Inc. and Subsidiary

Condensed Consolidated Statement of Changes in Shareholders’ Equity

(Unaudited)

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance January 1, 2017		6,754,547	$	676	$	73,648,737	$	(50,044,737	)	$	23,604,676
Issuance of common stock for consulting fees		12,189		1		121,644		-			121,645
Exercise of common stock warrants		1,129,092		113		1,331,152		-			1,331,265
Stock based compensation		-		-		682,422		-			682,422
Shares issued for reverse stock split rounding		31		-		-		-			-
Net loss		-		-		-		(8,304,430	)		(8,304,430	)
Balance September 30, 2017		7,895,859	$	790	$	75,783,955	$	(58,349,167	)	$	17,435,578

 See accompanying notes to condensed consolidated financial statements.

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Neurotrope, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended			Nine Months Ended
	September 30, 2017			September 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(8,304,430	)	$	(7,913,134	)
Adjustments to reconcile net loss to net
cash used by operating activities
Stock based compensation		682,422			964,779
Consulting services paid by issuance of common stock		121,645			-
Depreciation expense		3,176			5,187
Loss on abandonment of fixed assets		34,274
Change in assets and liabilities
(Increase) Decrease in prepaid expenses		(292,718	)		1,280,503
(Increase) in prepaid expenses - related party		-			(14,358	)
Decrease in subscription receivable		-			2,761
(Decrease) in accrued expenses - related party		(4,609	)		(36,434	)
(Decrease) increase in accounts payable		(549,727	)		951,302
(Decrease) Increase in accrued expenses		(140,717	)		57,708
Total adjustments		(146,254	)		3,211,448
Net Cash Used in Operating Activities		(8,450,684	)		(4,701,686	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(3,585	)		(2,947	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of note payable		-			(10,511	)
Proceeds from exercise of common stock warrants		1,331,265			274
Net Cash Provided by (Used in) Financing Activities		1,331,265			(10,237	)
NET DECREASE IN CASH		(7,123,004	)		(4,714,870	)
CASH AT BEGINNING OF PERIOD		25,773,533			11,230,637
CASH AT END OF PERIOD	$	18,650,529		$	6,515,767
DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Conversion of convertible redeemable preferred stock to common stock	$	-		$	244,179

See accompanying notes to condensed consolidated financial statements.

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NEUROTROPE, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 – Organization and Nature of Planned Business:

Business

Neurotrope BioScience was incorporated in Delaware on October 31, 2012. Neurotrope BioScience was formed to advance new therapeutic and diagnostic technologies in the field of neurodegenerative disease, primarily Alzheimer’s disease (“AD”). Neurotrope BioScience is collaborating with Cognitive Research Enterprises, Inc. (formerly known as the Blanchette Rockefeller Neurosciences Institute, or BRNI) (“CRE”), a related party, in this process. The exclusive rights to certain technology were licensed by CRE to the Company on February 28, 2013 (see Note 5).

On August 23, 2013, a wholly-owned subsidiary of Neurotrope, Inc. (formerly “BlueFlash Communications, Inc.”), Neurotrope Acquisition, Inc., a corporation formed in the State of Nevada on August 15, 2013, merged with and into Neurotrope BioScience (the “Reverse Merger”). Neurotrope BioScience was the surviving corporation in the Reverse Merger and became the Company’s wholly-owned subsidiary. All of the outstanding Neurotrope BioScience common stock was converted into shares of Neurotrope, Inc. common stock, par value $0.0001 per shares (the “Common Stock”) on a one-for-one basis.

The transaction was accounted for as a reverse merger and recapitalization with Neurotrope BioScience as the acquirer for financial reporting purposes and Neurotrope, Inc. as the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements are those of Neurotrope BioScience and are recorded at the historical cost basis of Neurotrope BioScience, and the consolidated financial statements after completion of the Reverse Merger include the assets and liabilities of Neurotrope BioScience and Neurotrope, Inc., and the historical operations of Neurotrope, Inc. and Neurotrope BioScience from the closing date.

As a result of the Reverse Merger, Neurotrope, Inc. discontinued its pre-Reverse Merger business and acquired the business of Neurotrope BioScience, which it is continuing to operate through Neurotrope BioScience. The common stock of Neurotrope, Inc. is traded under the ticker symbol “NTRP.”

Liquidity

As of October 30, 2017, the Company had approximately $18 million in cash and cash equivalents. The Company expects that its existing capital resources will be sufficient to support its projected operating requirements over at least the next 18 months, including the continuing development of bryostatin, our novel drug targeting the activation of PKC epsilon. Funds are anticipated to be used to complete the analysis of the current Phase 2 study treating moderate to severe Alzheimer's patients, conduct other non-clinical studies, plus possibly initiate additional clinical studies in Alzheimer’s disease and Fragile X syndrome. The balance of the funds will be used for general corporate and working capital purposes.

Basis of Presentation

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted. However, the Company believes that the disclosures included in these financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the nine months ended September 30, 2017 are not necessarily indicative of the results that the Company will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2016 included in our Annual Report on Form 10-K.

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Note 2 – Summary of Significant Accounting Policies:

Use of Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 

Cash and Cash Equivalents:

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased to be cash equivalents. At September 30, 2017, the Company’s cash balances exceed the current insured amounts under the Federal Deposit Insurance Corporation.

Property and Equipment:

Property and equipment is capitalized and depreciated on a straight line basis over the estimated useful life of the asset, which is deemed to be between three and ten years.  

As part of the settlement of obligations relating to its previous office lease, the Company wrote off approximately $34,274 of personal property, net of accumulated depreciation which included certain furniture and fixtures. This amount is shown in other income (expense) as “loss on abandonment of fixed assets.”

Research and Development Costs:

All research and development costs, including costs to maintain or expand the Company’s patent portfolio licensed from CRE that do not meet the criteria for capitalization are expensed when incurred. FASB ASC Topic 730 requires companies involved in research and development activities to capitalize non-refundable advance payments for such services pursuant to contractual arrangements because the right to receive those services represents an economic benefit. Such capitalized advances will be expensed when the services occur and the economic benefit is realized. There were no capitalized research and development services at September 30, 2017 and December 31, 2016.

Loss Per Share:

Basic loss per common share amounts are based on weighted average number of common shares outstanding. Diluted loss per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all potentially dilutive stock options and warrants subject to anti-dilution limitations. All such potentially dilutive instruments were anti-dilutive as of September 30, 2017 and 2016, which were approximately 5.8 million and 4.9 million, respectively.

Income Taxes:

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due and deferred taxes. Deferred taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes and the tax effects of net operating loss and other carryforwards. The deferred tax assets and liabilities represent the future tax consequences of those differences and carryforwards, which will either be taxable or deductible when the related assets, liabilities or carryforwards are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

8

The Company applies the provisions of FASB ASC 740-10, Accounting for Uncertain Tax Positions, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standard also provides guidance on de-recognition, classification, interest and penalties, and accounting in interim periods, disclosure and transitions.

The Company has concluded that there are no significant uncertain tax positions requiring recognition in the accompanying financial statements. The tax period that is subject to examination by major tax jurisdictions for generally three years from the date of filing.

Under Section 382 of the Internal Revenue Code of 1986, as amended, changes in the Company's ownership may limit the amount of its net operating loss carryforwards that could be utilized annually to offset future taxable income, if any. This limitation would generally apply in the event of a cumulative change in ownership of the Company of more than 50% within a three-year period. The Company has not completed a study to assess whether an ownership change for purposes of Section 382 has occurred, or whether there have been multiple ownership changes since the Company's inception, due to the significant costs and complexities associated with such study.

Risks and Uncertainties:

The Company operates in an industry that is subject to rapid technological change, intense competition and significant government regulation. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risk. Such factors include, but are not necessarily limited to, the results of clinical testing and trial activities, the ability to obtain regulatory approval, the ability to obtain favorable licensing, manufacturing or other agreements for its product candidates and the ability to raise capital to achieve strategic objectives. 

Stock Compensation:

The Company accounts for stock-based awards to employees in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. Employee stock option expense is recognized over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the volatility and expected term. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense.

Options awarded to purchase shares of Common Stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with applicable accounting principles. Such options are revalued using the Black-Scholes option pricing model until the entire award vests.

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Recent Accounting Pronouncements:

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Non-public Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I applies to entities that issue financial instruments such as warrants, convertible debt or convertible preferred stock that contain down round features. Part II simply replaces the indefinite deferral for certain mandatorily redeemable non-controlling interests and mandatorily redeemable financial instruments of nonpublic entities contained within Accounting Standards Codification (ASC) Topic 480 with a scope exception and does not impact the accounting for these mandatorily redeemable instruments. This ASU is effective for public companies for the annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of the standard may have on its consolidated financial statements.

Accounting Pronouncements Adopted During the Period:

In March 2016, the FASB issued ASU No. 2016-09, Stock Compensation (Topic 718), which includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. The standard is effective for annual periods beginning after December 15, 2016. During the first quarter of 2017, the Company adopted this ASU. The key effects of the adoption on the Company’s financial statements include that the Company will now recognize windfall tax benefits as deferred tax assets instead of tracking the windfall pool and recording such benefits in equity. Additionally, the Company has elected to recognize forfeitures as they occur rather than estimating them at the time of grant.

Note 3 – Contractual Commitments:

On September 4, 2014, the Company entered into a lease for 4,000 square feet of office space in Newark, New Jersey. The lease commenced on September 1, 2014 and was to expire on December 1, 2017 and had two (2) one-year renewal options. On May 1, 2016, the Company abandoned the lease and accrued for the remainder of the lease payments totaling approximately $136,100. The Company subsequently negotiated a settlement of amounts due, and on March 23, 2017, paid $82,500 to fully settle and satisfy its obligation to the lessor. This resulted in a gain from settlement of lease obligations of $53,599. We currently rent office space on a month-to-month basis.

Note 4 – Collaborative Agreements:

Stanford License Agreements

On May 12, 2014, the Company entered into a license agreement (the “Stanford Agreement”) with The Board of Trustees of The Leland Stanford Junior University (“Stanford”), pursuant to which Stanford has granted to the Company a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under certain patent rights and related technology for the use of bryostatin structural derivatives, known as “bryologs,” for use in the treatment of central nervous system disorders, lysosomal storage diseases, stroke, cardio protection and traumatic brain injury, for the life of the licensed patents.

On January 19, 2017, the Company entered into a second license agreement with Stanford, pursuant to which Stanford has granted to the Company a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under certain patent rights and related technology for the use of “Bryostatin Compounds and Methods of Preparing the Same,” or synthesized bryostatin, for use in the treatment of neurological diseases, cognitive dysfunction and psychiatric disorders, for the life of the licensed patents. The Company paid Stanford $70,000 upon executing the license and is obligated to pay an additional $10,000 annually as a license maintenance fee. In addition, based upon certain milestones, the Company will be obligated to pay up to an additional $2.1 million and between 1.5% and 4.5% royalty payments on certain revenues generated by the Company relating to the licensed technology.

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Mt. Sinai License Agreement

On July 14, 2014, Neurotrope BioScience entered into an Exclusive License Agreement (the “Mount Sinai Agreement”) with the Icahn School of Medicine at Mount Sinai (“Mount Sinai”). Pursuant to the Mount Sinai Agreement, Mount Sinai granted Neurotrope BioScience a revenue-bearing, world-wide right and (a) exclusive license, with the right to grant sublicenses (on certain conditions), under Mount Sinai’s interest in certain joint patents held by the Company and Mount Sinai (the “Joint Patents”) as well as in certain results and data (the “Data Package”) and (b) non-exclusive license, with the right to grant sublicenses on certain conditions, to certain technical information, both relating to the diagnostic, prophylactic or therapeutic use for treating diseases or disorders in humans relying on activation of Protein Kinase C Epsilon (“PKCε”), which includes Niemann-Pick Disease (the “Mount Sinai Field of Use”). The Mount Sinai Agreement allows Neurotrope BioScience to research, discover, develop, make, have made, use, have used, import, lease, sell, have sold and offer certain products, processes or methods that are covered by valid claims of Mount Sinai’s interest in the Joint Patents or an Orphan Drug Designation Application covering the Data Package (“Mount Sinai Licensed Product(s)”) in the Mount Sinai Field of Use (as such terms are defined in the Mount Sinai Agreement). During the nine months ended September 30, 2017, the Company paid Mount Sinai $10,000, which represents total amounts due, for annual licensing fees.

Clinical Trial Services Agreement

On October 9, 2015, Neurotrope BioScience executed a Services Agreement (the “Services Agreement”) with Worldwide Clinical Trials (“WCT”), effective as of August 31, 2015. The Agreement relates to services for Neurotrope BioScience’s Phase 2 clinical study assessing the safety, tolerability and efficacy of bryostatin in the treatment of moderately severe to severe AD (the “Study”). Pursuant to the terms of the Services Agreement, WCT provided services to enroll approximately one hundred and fifty (150) Study subjects. The first Study site was initiated during the fourth quarter of 2015. The total estimated budget for the services, including pass-through costs, is approximately $9.5 million after giving effect to the July 27, 2016 contract amendment described below. Neurotrope BioScience paid WCT an advance payment of $200,000 upon execution of the Services Agreement.

On November 11, 2015, Neurotrope BioScience paid WCT approximately $3.1 million. The remaining payments of approximately $6.4 million (after amendment as described below) were to be paid over the period from July 2016 through September 2017. Neurotrope BioScience may terminate the Agreement without cause upon 60 days’ prior written notice. As of September 30, 2017, the Company’s balance sheet includes a payable balance for WCT services of approximately $0.4 million with total payments remaining totaling approximately $1.0 million through the end of the Services Agreement. The Services Agreement can be terminated by the Company or WCT under certain terms, as described in the Services Agreement.

Also, in connection with the execution of the Services Agreement, Neurotrope BioScience received consent and entered into a Statement of Work pursuant to its CRE License Agreement (see Note 5 below).

CRE License Agreement

On July 27, 2016, the Company received approval of the institutional review board (“IRB”) for its amended protocol submitted on July 21, 2016 to the U.S. Food and Drug Administration (the “FDA”) relating to the Phase 2 clinical trial of the Company’s lead drug candidate, bryostatin-1, for the treatment of advanced AD, which amended protocol eliminates the second, exploratory, study period following the first 12 weeks of treatment. The primary objective was the assessment of safety and tolerability of bryostatin to occur at 13 weeks, which was not changed with this amendment. The secondary objective was to assess efficacy, also at week 13. The amendment to cut the exploratory part of the study was made for business reasons in order to provide earlier completion of the study and for the planning of future studies. The changes to the study design were not due to any safety concerns. The cost savings from this amendment was approximately $2 million. 

Note 5 – Related Party Transactions and Licensing / Research Agreements:

As of September 30, 2017, James Gottlieb, a director of the Company, served as a director of CRE, and Shana Phares, also a director of the Company, served as President and Chief Executive Officer of CRE. CRE is a stockholder of a corporation, Neuroscience Research Ventures, Inc. (“NRVI”), which owned 3.6% of the Company's outstanding Common Stock as of September 30, 2017. Shana Phares served as Secretary/Treasurer of NRVI until June 2017.

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Effective October 31, 2012, Neurotrope BioScience executed a Technology License and Services Agreement (the “TLSA”) with CRE, a related party, and NRV II, LLC (“NRV II”), another affiliate of CRE, which was amended by Amendment No. 1 to the TLSA as of August 21, 2013. As of February 4, 2015, the parties entered into an Amended and Restated Technology License and Services Agreement (the “CRE License Agreement”). The CRE License Agreement provides research services and has granted Neurotrope BioScience the exclusive and nontransferable world-wide, royalty-bearing right, with a right to sublicense (in accordance with the terms and conditions described below), under CRE’s and NRV II’s respective right, title and interest in and to certain patents and technology owned by CRE or licensed to NRV II by CRE as of or subsequent to October 31, 2012, to develop, use, manufacture, market, offer for sale, sell, distribute, import and export certain products or services for therapeutic applications for AD and other cognitive dysfunctions in humans or animals (the “Field of Use”). Additionally, the TLSA specifies that all patents that issue from a certain patent application, shall constitute licensed patents and all trade secrets, know-how and other confidential information claimed by such patents constitute licensed technology under the CRE License. The CRE License Agreement terminates on the later of the date (a) the last of the licensed patent expires, is abandoned, or is declared unenforceable or invalid or (b) the last of the intellectual property enters the public domain. After the initial Series A Stock financing, the CRE License Agreement required Neurotrope BioScience to enter into scope of work agreements with CRE as the preferred service provider for any research and development services or other related scientific assistance and support services. 

In addition, the CRE License Agreement requires the Company to pay CRE a “Fixed Research Fee” of $1 million per year for five years, commencing on the date that the Company completes a Series B Preferred Stock financing resulting in proceeds of at least $25,000,000 (the “Series B Financing”). This Fixed Research Fee is not yet due. The CRE License Agreement also requires the payment of royalties ranging between 2% and 5% of the Company’s revenues generated from the licensed patents and other intellectual property, dependent upon the percentage ownership that NRVI holds in the Company. Under the CRE License Agreement, the Company was required to prepay royalty fees at a rate of 5% of all investor funds raised in the Series A or Series B Stock financings or any subsequent rounds of financing prior to a public offering, less commissions.

On November 12, 2015, Neurotrope BioScience, CRE, and NRV II entered into an amendment (the “Amendment”) to the TLSA pursuant to which CRE granted rights in certain technology to Neurotrope BioScience. Under the Amendment, the “Advances on Future Royalties” section of the TLSA was amended and restated to (i) eliminate the requirement that Neurotrope BioScience pay CRE prepaid royalties equal to five percent (5%) of financing proceeds received by Neurotrope BioScience in any financing prior to a public offering, and (ii) provide that Neurotrope BioScience will deliver to CRE, following each closing pursuant to a certain securities purchase agreement, an amount equal to 2.5% of the Post-PA Fees Proceeds received at such closing. In addition, the Amendment provides that on or prior to December 31, 2016, Neurotrope Bioscience shall deliver to CRE an amount equal to 2.5% of the aggregate Post-PA Fee Proceeds received at the closings. Each payment would constitute an advance royalty payment to CRE and will be offset (with no interest) against the amount of future royalty obligations payable until such time that the amount of such future royalty obligations equals in full the amount of the advance royalty payments made. “Post-PA Fee Proceeds” means the gross proceeds received, less all amounts paid to the placement agent(s), in relation to such gross proceeds. No other expenses of Neurotrope Bioscience shall be subtracted from the gross proceeds to determine the “Post-PA Fee Proceeds.” As of September 30, 2017, the Company has paid its entire obligation of $1,166,666 resulting from this Amendment.

Note 6 – Common Stock:

During the nine months ended September 30, 2017, 108 holders of 1,051,371 warrants exercisable at $0.32 per share of Common Stock exercised their warrants into 1,051,371 shares of Common Stock and five holders of 77,721 warrants exercisable at $12.80 per share of Common Stock exercised their warrants into 77,721 shares of Common Stock.

During the three months ended September 30, 2017, no warrant holders exercised warrants into Common Stock.

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On August 1, 2017, the Company issued 4,063 shares of common stock to a third party for professional services provided to the Company which was recorded at a value of $4.21 per share of common stock.

Reverse Stock Split

On January 11, 2017, the Company effected a 1-for-32 reverse stock split of its shares of common stock. As a result of the reverse stock split, every thirty-two (32) shares of the Company's pre-reverse split common stock was combined and reclassified into one share of common stock. In addition, the Company's pre-reverse split 400,000,000 authorized shares of common stock was proportionately reduced to 12,500,000 authorized shares of common stock as a result of the split. These financial statements have been adjusted to retrospectively reflect this reverse stock split. 

On February 17, 2017, the stockholders of the Company approved as increase in the number of authorized shares of Common Stock to 150 million shares, which increase became effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Nevada on February 24, 2017.

Note 7 – Stock Options:

The Board adopted, with the approval of the Company’s stockholders, the 2013 Equity Incentive Plan (the “2013 Plan”), which provided for the issuance of incentive awards of up to 218,750 shares of Common Stock (until it was amended as provided below) to officers, key employees, consultants and directors. 

On July 23, 2014, the Company’s Board approved an increase in the total number of shares available under the 2013 Plan by 93,750 to 312,500 shares. The increase was subsequently approved by the Company’s stockholders on June 9, 2015.

Effective on November 21, 2016, the Company amended the 2013 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 685,325 shares of Common Stock.

On March 9, 2017, the Company’s Board of Directors approved the Neurotrope, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which provides for the issuance of incentive awards of up to 800,000 shares of Common Stock to officers, key employees, consultants and directors.  Such grants under the 2017 Plan are subject to stockholder approval of the 2017 Plan. On March 17, 2017, the Company agreed to issue non-qualified stock options to purchase 70,000 shares of common stock to seven non-executive directors of the Company. On April 11, 2017, the Company agreed to issue stock options to purchase an aggregate of 248,445 shares of common stock to three executive officers and one Board member of the Company. These awards are not considered outstanding as the 2017 Plan has not yet been approved by shareholders.

Option Grants

The following is a summary of stock option activity under the stock option plans for the nine months ended September 30, 2017:

						Weighted-
						Average
				Weighted-		Remaining		Aggregate
				Average		Contractual		Intrinsic
	Number of			Exercise		Term		Value
	Shares			Price		(Years)		(in millions)
Options outstanding at January 1, 2017		675,812		$	23.54		8.3	$	-
Options granted		9,375		$	15.77
Less options forfeited		(1,952	)	$	19.20
Less options expired/cancelled		-		$	-
Less options exercised		-		$	-
Options outstanding at September 30, 2017		683,235		$	23.45		8.3	$	-
Options exercisable at September 30, 2017		481,225		$	27.43		8.0	$	-

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During the nine months ended September 30, 2017, the Company issued 9,375 stock options with an exercise price of $15.77 to one Company board member (excluding the issuance of options to purchase 70,000 shares of common stock as noted above.) All of the stock options have a term of ten years. 

As of September 30, 2017, there was approximately $2.2 million of total unrecognized compensation costs related to unvested stock options and restricted stock. These costs are expected to be recognized over a weighted average period of 3.1 years.

The Company used the Black-Scholes valuation model to calculate the fair value of stock options.

The fair value of stock options issued for the nine months ended September 30, 2017 was estimated at the grant date using the following weighted average assumptions: Dividend yield 0%; Volatility 89.31%; Risk-free interest rate 2.420%; weighted average grant date fair value of $13.57 per share.

The total stock option-based compensation recorded as operating expense was $682,422 and $964,779 for the nine months ended September 30, 2017 and 2016, respectively, and was $231,101 and $550,092 for the three months ended September 30, 2017 and 2016, respectively. All of the stock option-based compensation expense was classified as stock based compensation expense.

Note 8 – Common Stock  Warrants:

The following is a summary of common stock warrant activity for the nine months ended September 30, 2017:

	Number of shares
Warrants outstanding January 1, 2017		6,244,366
Warrants exercised		(1,129,092	)
Warrants outstanding September 30, 2017		5,115,274

As of September 30, 2017, the Company’s warrants by exercise price were as follows: 161,440 warrants exercisable at $0.32, 382,887 warrants exercisable at $6.40, 3,751,033 warrants exercisable at $12.80 and 819,914 warrants exercisable at $32.00.

Note 9 – Contingencies

Since May 17, 2017, two purported class action lawsuits have been commenced in the United States District Court for the Southern District of New York (the “NY Litigation”).  On August 10, 2017, the lawsuits were consolidated and Plaintiff filed its Amended Consolidated Complaint on October 9, 2017.  The Amended Consolidated Complaint names as defendants the Company, its Chief Executive Officer and its co-founder and President/Chief Scientific Officer.  The lawsuit alleges violations of the Securities Exchange Act of 1934, as amended, in connection with allegedly false and misleading statements made by the Company in certain press releases and in its Annual Report on Form 10-K relating to the results stemming from the Company’s Phase 2b clinical trial for bryostatin.  Plaintiffs seek, among other things, damages for purchasers of the Company’s securities between January 7, 2016 and July 18, 2017. Because each of the pending actions is in the early stages, no reasonable estimate of possible loss, if any, can be made. 

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The Company and its directors and officers believe that this action is without merit and intend to defend the lawsuit vigorously.  The Company and other named defendants intend to the move the dismiss all of the claims.  The Court has set a November 21, 2017 deadline for the motions to dismiss and the motions should be fully briefed by early January 2018.   

Additionally, on August 3, 2017 a derivative action was filed against the Company and all current members of the Board of Directors.  The lawsuit alleges that the Board of Directors breached its fiduciary duty by making misleading statements and omitting information pertaining to the results of the Company’s Phase 2b clinical trials for bryostatin.  The Company and the Board of Directors have reached an agreement in principal with counsel for the Plaintiff to stay this action pending a decision by the Court in the NY Litigation.  The Company filed a stipulation with the Court memorializing the agreement with Plaintiff’s counsel in October 2017. 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere in this report and our annual report filed on Form 10-K for the year ended December 31, 2016. Unless otherwise noted, all share and per share data give effect to the 1-for-32 reverse stock split of our common stock that was effected on January 11, 2017.

On August 23, 2013, our wholly-owned subsidiary, Neurotrope Acquisition, Inc., a corporation formed in the State of Nevada on August 15, 2013 merged with and into Neurotrope BioScience. Neurotrope BioScience was the surviving corporation in the Reverse Merger and became Neurotrope, Inc.’s wholly-owned subsidiary. As the result of the Reverse Merger, the Company’s business changed from engaging in the business of providing software solutions to deliver geo-location targeted coupon advertising to mobile internet devices, to the biotechnology business, including the development of a drug candidate called bryostatin for the treatment of Alzheimer’s disease (“AD”).

The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on the unaudited financial statements contained in this report, which we have prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.

Basis of Presentation

The unaudited financial statements for the fiscal quarters ended September 30, 2017 and 2016 include a summary of our significant accounting policies and should be read in conjunction with the discussion below and our financial statements and related notes included elsewhere in this quarterly report. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in the financial statements. All such adjustments are of a normal recurring nature. 

Overview

We are a biopharmaceutical company with product candidates in pre-clinical and clinical development. Neurotrope BioScience began operations in October 2012. We are principally 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. We are also developing bryostatin for other neurodegenerative or cognitive diseases and dysfunctions, such as Fragile X and Niemann-Pick Type C, which are in pre-clinical testing.  Neurotrope has been a party to a technology license and services agreement with the original Blanchette Rockefeller Neurosciences Institute (“BRNI”) (which has been known as Cognitive Research Enterprises, Inc. (“CRE”) since October 2016), and its affiliate NRV II, LLC, which we collectively refer to herein as “CRE,” pursuant to which we now have an exclusive non-transferable license to certain patents and technologies required to develop our proposed products.  Neurotrope BioScience was formed for the primary purpose of commercializing the technologies initially developed originally by BRNI for therapeutic applications for AD or other cognitive dysfunctions. These technologies have been under development by BRNI since 1999 and, until March 2013, had been financed through funding from a variety of non-investor sources (which include not-for-profit foundations, the National Institutes of Health, which is part of the U.S. Department of Health and Human Services, and individual philanthropists). From March 2013 forward, development of the licensed technology has been funded principally through Neurotrope BioScience in collaboration with CRE. 

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Pursuant to the CRE License, Neurotrope BioScience maintained its exclusive (except as described below), non-transferable (except pursuant to the CRE License’s assignment provision), world-wide, royalty-bearing right, with a right to sublicense (in accordance with the terms and conditions described below), under CRE’s and NRV II’s respective right, title and interest in and to certain patents and technology owned by CRE or licensed to NRV II, LLC by CRE as of or subsequent to October 31, 2012 to develop, use, manufacture, market, offer for sale, sell, distribute, import and export certain products or services for therapeutic applications for AD and other cognitive dysfunctions in humans or animals (the “Field of Use”). Additionally, the CRE License specifies that all patents that issue from a certain patent application, shall constitute licensed patents and all trade secrets, know-how and other confidential information claimed by such patents constitute licensed technology under the CRE License. Furthermore, on July 10, 2015 under the terms of the Statement of Work and Account Satisfaction Agreement dated February 4, 2015, Neurotrope BioScience’s rights relating to an in vitro diagnostic test system reverted to CRE and, accordingly, Neurotrope BioScience no longer has any rights under the CRE License for diagnostic applications using the CRE patent portfolio or technology.

Notwithstanding the above license terms, CRE and its affiliates retain rights to use the licensed intellectual property in the Field of Use to engage in research and development and other non-commercial activities and to provide services to Neurotrope BioScience or to perform other activities in connection with the CRE License.

Under the CRE License, CRE is a preferred service provider in certain circumstances and Neurotrope BioScience may not enter into sublicense agreements with third parties except with CRE’s prior written consent, which consent shall not be commercially unreasonably withheld. Furthermore, the CRE License dated February 4, 2015 revises the agreement that was entered into as of October 31, 2012 and amended on August 21, 2013, in that it provides that any intellectual property developed, conceived or created in connection with a sublicense agreement that Neurotrope BioScience entered into with a third party pursuant to the terms of the CRE License will be licensed to CRE and its affiliates for any and all non-commercial purposes, on a worldwide, perpetual, non-exclusive, irrevocable, non-terminable, fully paid-up, royalty-free, transferable basis, with the right to freely sublicense such intellectual property. Previously, the agreement had provided that such intellectual property would be assigned to CRE.

Under the CRE License, CRE and Neurotrope BioScience will jointly own data, reports and information that is generated on or after February 28, 2013, by Neurotrope BioScience, on behalf of Neurotrope BioScience by a third party or by CRE pursuant to a statement of work that the parties enter into pursuant to the CRE License, in each case to the extent not constituting or containing any data, reports or information generated prior to such date or by CRE not pursuant to a statement of work (the “Jointly Owned Data”). CRE has agreed not to use the Jointly Owned Data inside or outside the Field of Use for any commercial purpose during the term of the CRE License or following any expiration of the CRE License other than an expiration that is the result of a breach by Neurotrope BioScience of the CRE License that caused any licensed patent to expire, become abandoned or be declared unenforceable or invalid or caused any licensed technology to enter the public domain (a “Natural Expiration”), provided, however, CRE may use the Jointly Owned Data inside or outside the Field of Use for any commercial purpose following any termination of the CRE License. Also, CRE granted Neurotrope BioScience a license during the term and following any Natural Expiration, to use certain CRE data in the Field of Use for any commercial purposes falling within the scope of the license granted to Neurotrope BioScience under the CRE License.

The CRE License further requires us to pay CRE (i) a fixed research fee equal to a pro rata amount of $1 million in the year during which we close on a Series B Preferred Stock financing resulting in proceeds of at least $25 million, (ii) a fixed research fee of $1 million per year for each of the five calendar years following the completion of such financing and (iii) an annual fixed research fee in an amount to be negotiated and agreed upon no later than 90 days prior to the end of the fifth calendar year following the completion of such financing to be paid with respect to each remaining calendar year during the term of the CRE License. This fixed research fee is not yet due. 

On November 12, 2015, we entered into an amendment to the CRE License. Pursuant to the amendment, we paid an aggregate of approximately $348,000 to CRE following the closings of the Series B private placement, which constituted an advance royalty payment to CRE and will be offset (with no interest) against the amount of future royalty obligations payable until such time that the amount of such future royalty obligations equals in full the amount of the advance royalty payments made. 

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The term of the CRE License continues until the later of the date (i) the last of the licensed patents expires, is abandoned or is declared unenforceable or invalid (in each case, determined in accordance with the CRE License) and (ii) the last of the licensed technology enters the public domain. Either party has the right to terminate the CRE License after 30 days prior notice in certain circumstances, including if either party were to materially breach any provisions of the CRE License and does not cure such material breach within 60-days from notice of such material breach from the non-breaching party, and for breaches that are capable of being cured, in the event of certain bankruptcy or insolvency proceedings.

Concurrently with the November 12, 2015 amendment to the CRE License, Neurotrope Bioscience entered into a Statement of Work Agreement pursuant to the CRE License Agreement (the “November 2015 SOW Agreement”). The November 2015 SOW Agreement replaced the February 2015 SOW Agreement, which was effective as of October 1, 2014 and expired on September 30, 2015.

Pursuant to the November 2015 SOW Agreement, Neurotrope Bioscience agreed to pay CRE $1,166,666 in service fees payable in the amount of $83,333 per month for each month from November 1, 2015 through December 31, 2016. The payments under the November 2015 SOW Agreement satisfied Neurotrope Bioscience’s obligations to reimburse CRE for any and all attorneys’ fees, translation costs, filing fees, maintenance fees, and other costs and expenses related to applying for, filing, prosecuting, and maintaining patents and applications for the licensed intellectual property incurred by CRE during the term of the November 2015 SOW Agreement (but, for the avoidance of doubt, such payments shall not satisfy any attorneys’ fees, translation costs, filing fees, maintenance fees, or other costs or expenses related to applying for, filing, prosecuting, and maintaining patents and applications for the licensed intellectual property incurred by CRE after the expiration or termination of the November 2015 SOW Agreement term), as well as any litigation costs which CRE may incur related to any of the licensed intellectual property during the November 2015 SOW Agreement term. CRE shall not commence any litigation to enforce the licensed intellectual property without the consent of Neurotrope Bioscience (which consent shall not be unreasonably withheld, delayed, or denied). In consideration for the payments made pursuant to the November 2015 SOW Agreement, CRE performed the services requested by Neurotrope Bioscience for the further development of Neurotrope’s bryostatin drug platform.

On July 28, 2016, CRE filed a petition for Chapter 11 Reorganization in the United States Bankruptcy Court for the Northern District of West Virginia. As part of the bankruptcy filing, CRE asked the Bankruptcy Court to reject certain executory contracts including employment agreements with a number of its researchers and other personnel, including, without limitation, Dr. Daniel Alkon, who is our President and Chief Scientific Officer and was also the former scientific director of BRNI (prior to its name change to Cognitive Research Enterprises, Inc.), and who led a team of scientists who were principally involved on behalf of BRNI in support of the CRE License. CRE has not requested that the CRE License itself be rejected. We do not believe that CRE, as a matter of law, has a right to terminate the CRE License as a result of the bankruptcy filing and have been advised by CRE’s representatives that there will be no action regarding the CRE License and that CRE intends to meet all of its obligations in support of the Company’s work. On September 23, 2016, the United States Bankruptcy Court for the Northern District of West Virginia entered an order approving the sale of a substantial amount of CRE's assets to West Virginia University (“WVU”). The Court also entered an order approving a settlement agreement between Dr. Alkon, CRE and WVU. As part of the asset sale, CRE sold the BRNI name and all derivatives to WVU. Consequently, the Board of CRE resolved on September 28, 2016 to change its name to Cognitive Research Enterprises, Inc. CRE continues to own the assets that are being licensed to us under the CRE License. We are in the process of negotiating with WVU and CRE regarding the license of certain assets that were previously returned to CRE in December 2013. Some of these assets were subsequently transferred to WVU as part of CRE’s asset sale and others were retained by CRE.

On May 12, 2014, we entered into a license agreement (the “Stanford Agreement”) with The Board of Trustees of the Leland Stanford Junior University (“Stanford”) pursuant to which Stanford granted us a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under certain patent rights and related technology for the use of bryostatin structural derivatives, known as “bryologs,” for use in the treatment of central nervous system disorders, lysosomal storage diseases, stroke, cardio protection and traumatic brain injury, for the life of the licensed patents. Pursuant to the Stanford Agreement, we paid a $60,000 license initiation fee to Stanford. We currently pay Stanford a $10,000 annual license maintenance fee, and will pay milestone payments in the aggregate amount of up to $3,700,000 upon the achievement of certain product development events commencing upon the filing of the first IND application through approval of an applicable product, as well as low single-digit royalties on net sales of the licensed products. Each party has the right to terminate the Stanford Agreement for an uncured material breach of the other party. Additionally, we may terminate the Stanford Agreement at any time upon 60 days written notice to Stanford. In January 2017, we entered into an additional license agreement with Stanford relating to an accelerated synthesis of bryostatin-1. Pursuant to this additional license agreement, we paid a $70,000 license initiation fee to Stanford. We will pay Stanford a $10,000 annual license maintenance fee, and will pay milestone payments in the aggregate amount of up to $2,100,000 upon the achievement of certain product development events commencing upon the dosing of the first patient with synthesized bryostatin, as well as low single-digit royalties on net sales of the licensed products. Each party has the right to terminate the Stanford Agreement for an uncured material breach of the other party. Additionally, we may terminate the Stanford Agreement at any time upon 60 days written notice to Stanford.

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Following on the results of its Phase 2a clinical trial completed in March 2015, on October 9, 2015, Neurotrope BioScience executed a Services Agreement with Worldwide Clinical Trials, Inc. (“WCT”), effective as of August 31, 2015. The Services Agreement relates to services for Neurotrope BioScience’s Phase 2 clinical study assessing the safety, tolerability and efficacy of bryostatin in the treatment of moderately severe to severe AD (the “Study”). Pursuant to the terms of the Services Agreement, WCT was to provide services to enroll approximately 150 study subjects at approximately 30 sites across the United States. We began enrollment at the initial sites at the end of 2015, completed enrollment in November 2016 and announced top-line results May 1, 2017. This trial was designed to administer dosing of bryostatin for up to six months for moderately severe to severe AD patients but was amended to administer dosing of bryostatin for up to three months (see details of the amendment below). Among the trial’s endpoints were the measurement of improvement in cognition, activities of daily living and behavior.

On July 27, 2016, we received approval of the institutional review board (“IRB”) for our amended protocol submitted on July 21, 2016 to the FDA relating to the Phase 2 clinical trial of our lead drug candidate, bryostatin-1, for the treatment of advanced AD, which amended protocol eliminated the second, exploratory, study period following the first 12 weeks of treatment. The primary objective was the assessment of safety and tolerability of bryostatin to occur at 13 weeks and that was not changed with this amendment. The secondary objective was to assess efficacy, also at week 13. Such amendment, to cut the exploratory part of the study, was made for business reasons in order to provide earlier completion of the study and for the planning of future studies. The changes to the study design were not due to any safety concerns. In the study, two doses of bryostatin, 20μg or 40μg, were compared to placebo. Study subjects received a total of 7 doses of the study drug over 12 weeks of treatment, followed by safety and efficacy assessments at week 13 and a final study visit at week 16. There was no second randomization for additional treatment.

Results of Phase 2 Clinical Trial

On May 1, 2017, we reported certain relevant top-line results from this clinical trial. This study was the first repeat dose study of bryostatin-1 in patients with late stage AD (defined as a Mini Mental State Exam 2 (“MMSE-2”) of 4-15), in which two dose levels of bryostatin-1 were compared with placebo to assess safety and preliminary efficacy (p < 0.1, one-tailed) after 12 weeks of treatment. The pre-specified primary endpoint, the Severe Impairment Battery (the “SIB”) (used to evaluate cognition in severe dementia), compared each dose of bryostatin-1 with placebo at Week 13 in two sets of patients: (1) the modified intent-to-treat (the “mITT”) population, consisting of all patients who received study drug and had at least one efficacy/safety evaluation, and (2) the Completer population, consisting of those patients within the mITT population who completed the 13-week assessment.

These announced top-line results indicate that the 20 µg dose, administered every two weeks, met the pre-specified primary endpoint in the Completer population, but not in the mITT population. Among the patients who completed the protocol (n = 113), the patients on the 20 µg dose at 13 weeks showed a mean increase on the SIB of 1.5 vs. a decrease in the placebo group of -1.1 (net improvement of 2.6, p < 0.07), whereas, in the mITT population, the 20 mcg group had a mean increase on the SIB of 1.2 vs. a decrease in the placebo group of -0.8 (net improvement of 2.0, p < 0.134). Unlike the 20 µg dose, there was no therapeutic signal observed with the 40 µg dose.

A total of 147 patients were enrolled into the study; 135 patients in the mITT population and 113 in the Completer population. The Alzheimer Disease Cooperative Study Activities of Daily Living Inventory Severe Impairment version (ADCS-ADL-SIV) was a secondary endpoint. The p values for the comparisons between 20 µg and placebo for the ADCS-ADL endpoint were 0.082 and 0.104, respectively, among the patients who completed the protocol in the mITT population. Analysis of secondary and numerous additional exploratory endpoints are ongoing.

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Together these results indicate, in this relatively small trial, that bryostatin-1, at the 20 µg dose, improved outcomes in important functions that are impaired in patients with moderate to severe Alzheimer’s disease i.e., cognition and the ability to care for oneself. Since most of the patients in this study were already taking donepezil and/or memantine, the efficacy of bryostatin-1 was in addition to standard of care.

The safety profile of bryostatin-1 20 µg was similar to that of the placebo group except for a higher incidence of diarrhea and infusion reactions (11% versus 2% for diarrhea and 17% versus 6% for infusion reactions). Fewer adverse events were reported in patients in the 20 µg group, compared to the 40 µg group. Patients dosed with 20 µg had a dropout rate similar to placebo, while patients dosed at 40 µg experienced poorer safety and tolerability, and had a higher dropout rate. Treatment emergent adverse events (TEAEs) were mostly mild or moderate in severity. TEAEs, including serious adverse events, were more common in the 40 µg group, as compared to the 20 µg and placebo groups. The mean age of patients in the study was 72 years and similar across all three treatment groups.

Further analysis of the data from this Phase 2 study is ongoing. We presented additional data in July 2017 at the Alzheimer’s Association International Conference in London, and we intend to present more data and analyses from this study. Based upon the results of this clinical trial, the Company plans to continue with additional clinical trials using bryostatin-1 to treat Alzheimer’s patients. Analysis of secondary and numerous additional exploratory endpoints are ongoing.

The total estimated budget for the services, including pass-through costs, was approximately $11.6 million before the amendment of its Phase 2 clinical study protocol as outlined above. As a result of the amendment, we believe that the total trial cost will be reduced by approximately $2 million. Neurotrope BioScience may terminate the Services Agreement without cause upon sixty (60) days’ prior written notice. As of September 30, 2017, Neurotrope BioScience has paid WCT approximately $8.8 million for services provided.

Strategy

Our strategy is to efficiently utilize our licensed proprietary and patented technologies to further the development of those technologies toward commercializing a therapeutic for AD and potentially utilize these technologies to treat other neurological diseases. We may also seek to acquire, by license or otherwise, other development stage products that are consistent with our product portfolio objectives and commercialization strategy. In addition, we plan to utilize technologies licensed from CRE and Mount Sinai in order to pursue therapeutics for orphan drug indications, including Fragile X Syndrome and Niemann-Pick Type C disease. Through an agreement with CRE, we have the exclusive worldwide license relating to Fragile X Syndrome (“FXS”). FXS is the most common cause of inherited intellectual disability and the most common known genetic cause of autism or autism spectrum disorders. Symptoms of FXS include a range from learning disabilities to more severe cognitive or intellectual disabilities. Delays in speech and language development are common, as are a variety of physical and behavioral characteristics. FXS is caused by a “full mutation” of the FMR1 Gene. There are approximately 135,000 Fragile X Syndrome patients in the United States and a similar number in Europe. Neurotrope BioScience received support from the FRAXA Research Foundation, Inc. (“FRAXA”) to fund a pre-clinical FXS behavior study for bryostatin at FRAXA’s sponsored laboratory located at the University of Chile in Santiago, Chile. FRAXA provided full funding for a preclinical study to evaluate the behavioral effects of bryostatin-1 in an FXS mouse model. Twice weekly treatment for 13 weeks yielded statistically significant improvements in outcome measures with bryostatin compared to placebo. We have formed and are advancing our discussions with an experienced clinical advisory board to assist us with protocol development for a planned Phase 2a study in FXS patients. We seek resources to initiate the first clinical trial with bryostatin in patients with FXS. We have been granted orphan drug designation by the FDA for the use of bryostatin in the treatment of Fragile X Syndrome.

Use of bryostatin to treat a serious and deadly lysosomal storage disorder, Niemann-Pick Type C Disease (“NP-C”), is being explored by the Company in collaboration with the Icahn School of Medicine at Mount Sinai in New York City. NP-C mainly affects children who develop severe neurologic symptoms including gait disturbance and cognitive deficits early in life. There are approximately 3,500 NP-C patients in the United States and a similar number in Europe. Patients with NP-C have a gene defect that results in the loss of the “normal” NPC1 or NPC2 protein that is important for cholesterol trafficking. 

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A study was funded by several family foundations under the auspices of SOAR-NPC. This study examined the effects of various dosing regimens of bryostatin in NP-C mice over a brief treatment period. Although bryostatin showed mixed results in vivo, the SOAR study did not find encouraging results with its in vivo animal model. Another in vivo study began at the beginning of 2016 and is currently underway at Mt. Sinai to evaluate the effect of bryostatin in an animal model (NPC1 mice) of Niemann-Pick Type C. Depending upon the in vivo results and available funding, we will work towards completion of the necessary pre-clinical work in order to file and obtain FDA approval of an IND, or investigational new drug application. We are encouraged by preliminary data in the NPC1 animal model. Assuming that the pre-clinical work shows positive activity, we expect to apply for orphan drug designation for this indication.

Neurotrope has entered into a research collaboration with the International Rett Syndrome Foundation (“Foundation”), under the Rett Syndrome.org Scout Program, funded by the Foundation, whereby bryostatin will be tested using mouse models. We intend to explore whether bryostatin will activate key synaptic growth factors that are deficient in patients suffering from Rett Syndrome.

The Company is also advancing its drug development program through a licensing agreement with Stanford regarding the synthesis of bryologs and related technology. 

Critical Accounting Policies, Estimates, and Judgments

Our financial statements are prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments, the most critical of which are those related to accounting for equity compensation and our commitments to strategic alliance partners and the timing of the achievement of collaboration milestones. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known. Besides the estimates identified above that are considered critical, we make many other accounting estimates in preparing our financial statements and related disclosures. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent assets and liabilities. These estimates and judgments are also based on historical experience and other factors that are believed to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.

Comparison of the nine months ended September 30, 2017 and September 30, 2016

The following table summarizes our results of operations for the nine months ended September 30, 2017 and 2016:

	Nine Months ended September 30,
	2017		2016		Dollar Change			% Change
Revenue	$	-	$	-	$	-			0	%
Operating Expenses:
Research and development expenses – Related Party	$	164,619	$	764,557	$	(599,938	)		(78.5	)%
Research and development expenses – Other	$	3,662,589	$	3,548,608	$	113,981			3.2	%
General and administrative expenses – Related party	$	26,918	$	59,500	$	(32,582	)		(54.8	)%
General and administrative expenses – Other	$	3,833,962	$	2,581,140	$	1,252,822			48.5	%
Stock based compensation expenses – Related Party	$	100,758	$	134,444	$	(33,686	)		(25.1	)%
Stock based compensation expenses - Other	$	581,664	$	830,335	$	(248,671	)		(29.9	)%
Other income, net	$	66,080	$	5,450	$	60,630			1,112.5	%
Net loss	$	8,304,430	$	7,913,134	$	391,296			4.9	%

Revenues

We did not generate any revenues for the nine months ended September 30, 2017 and 2016.

Operating Expenses

Overview

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Total operating expenses for the nine months ended September 30, 2017 were $8,370,510 as compared to $7,918,584 for the nine months ended September 30, 2016, an increase of approximately 6%. The increase in total operating expenses is due primarily to the increases in research and development associated primarily with our ongoing Phase 2 clinical trial in AD and general and administrative expenses, partially offset by the decrease in related party research and development expenses.

Research and Development Expenses

For the nine months ended September 30, 2017, we incurred $164,619 of research and development expenses with a related party as compared to $764,557 for the nine months ended September 30, 2016. The $164,619 total incurred during the nine months ended September 30, 2017 was for patent maintenance expenses, as compared to the pro rata portion of an annual $1,000,000 fixed fee, or $750,000 plus fees associated with product testing of $14,558, for the nine months ended September 30, 2016. The fixed fees for the nine months ended September 30, 2016 were incurred pursuant to our strategic alliance with CRE for ongoing research and development principally relating to the development of our potential therapeutic products. The change in monthly expense is pursuant to the November 2015 SOW, which covered product development activities and maintenance of the licensed patent portfolio through December 31, 2016. No such agreement was in place during the nine month period ended September 30, 2017.

For the nine months ended September 30, 2017, we incurred $3,662,589 in research and development expenses with non-related parties as compared to $3,548,608 for the nine months ended September 30, 2016. These expenses were incurred pursuant to developing the potential AD therapeutic product, specifically conducting the Phase 2 clinical trial for AD and products relating to orphan drug indications. Of these expenses, for the nine months ended September 30, 2017, $2,930,179 related to conducting our AD Phase 2 clinical trial and related storage of drug product, $629,497 for clinical consulting services, $63,651 of amortization of prepaid licensing fees relating to the Stanford and Mount Sinai license agreements, $18,000 for orphan drug development costs and $21,262 for development of alternative drug supply with Stanford University as compared to, for the nine months ended September 30, 2016, $3,410,398 related to conducting our AD Phase 2 clinical trials and related storage of drug product, $63,671 for clinical consulting services, $16,939 of licensing payment amortization relating to the Stanford and Mount Sinai license agreements, $37,600 for orphan drug development costs and $20,000 for development of alternative drug supply with Stanford University. We expect our research and development expenses to increase, as our resources permit, in order to advance our potential products.

General and Administrative Expenses

We incurred related party general and administrative expenses totaling $26,918 for the nine months ended September 30, 2017 as compared to $59,500 for the nine months ended September 30, 2016. The amounts for the nine months ended September 30, 2017 are attributable to fees paid to members of the Board of Directors versus the amounts for the nine months ended September 30, 2016 which were attributable to the payments to our prior Chairman for services provided to us.

We incurred $3,833,962 and $2,581,140 of other general and administrative expenses for the nine months ended September 30, 2017 and 2016, respectively, an increase of approximately 49%. Of the amounts for the nine months ended September 30, 2017 as compared to the comparable 2016 period: $1,322,117 was incurred primarily for wages, vacation pay, taxes and insurance, versus $1,330,679 for the 2016 comparable period; $1,075,240 was incurred for ongoing legal expenses associated with ongoing obligations and regulatory compliance, versus $464,344 for the 2016 comparable period, $284,076 was incurred for outside operations consulting services, as we paid certain consulting fees of $168,062 to members of the Board of Directors and paid regulatory consultants, versus $96,755 for the 2016 comparable period, during which we hired a consultant to help recruit our former Chief Medical Officer; $131,982 was incurred for travel expenses, versus $82,659 for the 2016 comparable period as we increased our attendance at trade and investor conferences; $426,578 was incurred for investor relations services primarily relating to announcing top-line results of our Phase 2 clinical trial, versus $161,103 for the 2016 comparable period; $126,085 was incurred for professional fees associated with auditing, financial, accounting and tax advisory services, versus $107,587 for the 2016 comparable period; $301,916 was incurred for insurance, with the increase primarily relating to increased coverages, versus $133,025 for the 2016 comparable period, and; $165,968 was incurred for utilities, supplies, license fees, filing costs, rent, advertising and other, including expenses associated with the listing of our Common Stock on the NASDAQ Capital Market, versus $204,988 for the 2016 comparable period which included approximately $120,000 of accelerated rent expense based upon lease abandonment.

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Stock Based Compensation Expenses

We incurred related party non-cash expenses totaling $100,758 and $134,444 for the nine months ended September 30, 2017 and 2016, respectively.

We incurred $581,664 and $830,335 of non-related party non-cash expenses for issuance of stock options for the nine months ended September 30, 2017 and 2016, respectively. The decrease for the comparable periods is attributable to accelerated vesting during the 2016 period relating to the settlement agreements with our former Chairman, Chief Executive Officer and Board member plus options grants awarded in 2017 that have not yet been approved by the shareholders.

Other Income, net

We earned $46,755 of interest income for the nine months ended September 30, 2017 as compared to $5,450 for the nine months ended September 30, 2016 on funds temporarily deposited in interest bearing money market accounts. This increase is attributable to interest earned on the proceeds from our November 2016 private placement.  In addition, during the nine months ended September 30, 2017, we incurred a loss of $34,274 from abandonment of furniture and fixtures relating to the closing of our Newark, New Jersey Office and a gain of $53,599 upon settlement of our Newark, New Jersey lease obligation.

Net loss and loss per share

We incurred losses of $8,304,430 and $9,450,283 for the nine months ended September 30, 2017 and 2016, respectively. The decreased loss was primarily attributable to our increase in expenses associated with our current Phase 2 clinical trial, and an increase in our general and administrative expenses, offset by decreases in stock-based compensation expense, our related party research and development activities and our preferred stock dividends as all of our preferred stock was converted to common stock in November 2016 in conjunction with our financing at that time. Earnings (losses) per common share were ($1.08) and ($6.13) for the nine months ended September 30, 2017 and 2016, respectively. The decrease in loss per share is primarily attributable to the increased weighted average common shares outstanding partially offset by the decrease in net loss.

The computation of diluted loss per share for the nine months ended September 30, 2017 excludes 5,115,274 warrants and options to purchase 683,235 shares of our common stock as they are anti-dilutive due to our net loss. For the nine months ended September 30, 2016, the computation excludes 4,465,150 warrants and options to purchase 302,593 shares of our common stock, as they are anti-dilutive due to our net loss.

Comparison of the three months ended September 30, 2017 and September 30, 2016

The following table summarizes our results of operations for the three months ended September 30, 2017 and 2016:

	Three Months ended September 30,
	2017		2016		Dollar Change			% Change
Revenue	$	-	$	-	$	-			0	%
Operating Expenses:
Research and development expenses – Related Party	$	75,431	$	249,999	$	(174,568	)		(69.8	)%
Research and development expenses – Other	$	744,618	$	1,729,929	$	(985,311	)		(57.0	)%
General and administrative expenses – Related Party	$	12,500	$	5,500	$	7,000			127.3	%
General and administrative expenses - Other	$	1,252,962	$	1,058,139	$	194,823			18.4	%
Stock based compensation expenses – Related Party	$	33,955	$	46,809	$	(12,854	)		(27.5	)%
Stock based compensation expenses - Other	$	197,146	$	503,283	$	(306,137	)		(60.8	)%
Other income, net	$	20,298	$	1,516	$	18,782			1,238.9	%
Net loss	$	2,296,314	$	3,592,143	$	(1,295,829	)		(36.1	)%

Revenues

We did not generate any revenues for the three months ended September 30, 2017 and 2016.

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Operating Expenses

Overview

Total operating expenses for the three months ended September 30, 2017 were $2,316,612 as compared to $3,593,659 for the three months ended September 30, 2016, a decrease of approximately 36%. The decrease in operating expenses is primarily attributable to the significant decreases in research and development associated primarily with our ongoing Phase 2 clinical trial in AD as the trial winds down, the decrease in related party research and development expenses and the decrease in total stock-based compensation expenses, partially offset by the increase in general and administrative expenses.

Research and Development Expenses

For the three months ended September 30, 2017, we incurred $75,431 of research and development expenses with a related party as compared to $249,999 for the three months ended September 30, 2016. The amounts incurred during the three months ended September 30, 2017 was for patent maintenance expenses, as compared to the pro rata portion of an annual $1,000,000 fixed fee, or $250,000. The fixed fees for the three months ended September 30, 2016 were incurred pursuant to our strategic alliance with CRE for ongoing research and development principally relating to the development of our potential therapeutic products. The change in monthly expense is pursuant to the November 2015 SOW, which covered product development activities and maintenance of the licensed patent portfolio through December 31, 2016. No such agreement was in place during the three month period ended September 30, 2017.

For the three months ended September 30, 2017, we incurred $744,618 in research and development expenses with non-related parties as compared to $1,729,929 for the three months ended September 30, 2016. These expenses were incurred pursuant to developing the potential AD therapeutic product, specifically conducting the Phase 2 clinical trial for AD and products relating to orphan drug indications. Of these expenses, for the three months ended September 30, 2017, $330,878 related to conducting our AD Phase 2 clinical trial and related storage of drug product, $378,279 for clinical consulting services, $23,462 of amortization of prepaid licensing fees relating to the Stanford and Mount Sinai license agreements, $6,000 for orphan drug development costs and $6,000 for development of alternative drug supply with Stanford University as compared to, for the three months ended September 30, 2016, $1,682,603 related to conducting our AD Phase 2 clinical trials and related storage of drug product, $30,304 for clinical consulting services, $3,022 of licensing payment amortization relating to the Stanford and Mount Sinai license agreements, $6,000 for orphan drug development costs and $8,000 for development of alternative drug supply with Stanford University. We expect our research and development expenses to increase, as our resources permit, in order to advance our potential products.

General and Administrative Expenses

We incurred related party general and administrative expenses totaling $12,500 for the three months ended September 30, 2017 as compared to $5,500 for the three months ended September 30, 2016. The amounts for the three months ended September 30, 2017 are attributable to fees paid to members of the Board of Directors versus the amounts for the quarter ended September 30, 2016 which were attributable to the payments to our prior Chairman for services provided to us which ended during this quarter.

We incurred $1,252,962 and $1,058,139 of other general and administrative expenses for the three months ended September 30, 2017 and 2016, respectively, an increase of approximately 18%. Of the amounts for the three months ended September 30, 2017 as compared to the comparable 2016 period: $446,773 was incurred primarily for wages, vacation pay, taxes and insurance, versus $606,802 for the 2016 comparable period; $293,809 was incurred for ongoing legal expenses associated with ongoing obligations and litigation, and regulatory compliance, versus $252,781 for the 2016 comparable period, $88,600 was incurred for outside operations consulting services, as we paid certain consulting fees of $78,750 to affiliates of members of the Board of Directors and paid regulatory consultants, versus $44,755 for the 2016 comparable period; $38,490 was incurred for travel expenses, versus $26,072 for the 2016 comparable period; $206,067 was incurred for investor relations services primarily relating to announcing top-line results of our Phase 2 clinical trial, versus $49,230 for the 2016 comparable period; $23,330 was incurred for professional fees associated with auditing, financial, accounting and tax advisory services, versus $23,475 for the 2016 comparable period; $123,443 was incurred for insurance, with the increase primarily relating to increased coverages, versus $47,744 for the 2016 comparable period, and; $32,450 was incurred for utilities, supplies, license fees, filing costs, rent, advertising and other, versus $7,280 for the 2016 comparable period.

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Stock Based Compensation Expenses

We incurred related party non-cash expenses totaling $33,955 and $46,809 for the three months ended September 30, 2017 and 2016, respectively.

We incurred $197,146 and $503,283 of non-related party non-cash expenses for issuance of stock options for the three months ended September 30, 2017 and 2016, respectively. The decrease for the comparable periods is attributable to accelerated vesting during the 2016 period relating to the settlement agreements with our former Chairman, Chief Executive Officer and Board member.

Other Income (Expense)

We earned $20,298 of interest income for the three months ended September 30, 2017 as compared to $1,516 for the three months ended September 30, 2016 on funds temporarily deposited in interest bearing money market accounts. This increase is attributable to interest earned on the proceeds from our November 2016 private placement. 

Net loss and loss per share

We incurred losses of $2,296,314 and $3,592,143 for the three months ended September 30, 2017 and 2016, respectively. The decreased loss was primarily attributable to our decrease in expenses associated with our current Phase 2 clinical trial, a decrease in stock-based compensation expense and a decrease in our preferred stock dividends as all of our preferred stock was converted to common stock in November 2016 in conjunction with our financing at that time, offset by an increase in our general and administrative expenses. Earnings (losses) per common share were ($0.29) and ($2.64) for the three months ended September 30, 2017 and 2016, respectively. The decrease in loss per share is primarily attributable to the increased weighted average common shares outstanding partially offset by the decrease in net loss.

The computation of diluted loss per share for the three months ended September 30, 2017 excludes 5,115,274 warrants and options to purchase 683,235 shares of our common stock as they are anti-dilutive due to our net loss. For the three months ended September 30, 2016, the computation excludes 4,465,150 warrants and options to purchase 302,593 shares of our common stock, as they are anti-dilutive due to our net loss.

Financial Condition, Liquidity and Capital Resources

Cash and Working Capital

Since inception, we have incurred negative cash flows from operations. As of September 30, 2017, we had an accumulated deficit of $58,349,167 and had working capital of $17,414,245 as compared to working capital of $23,549,478 as of December 31, 2016. The $6,135,233 decrease in working capital was primarily attributable to net proceeds from the exercise of warrants totaling $1,331,265, offset by expenditures relating to development of a potential therapeutic product and general and administrative expenses, which resulted in a net loss, excluding non-cash stock compensation expense and loss from abandonment of fixed assets, of $8,304,430 plus capital expenditures of $3,585 for the nine months ended September 30, 2017. 

In the November 2016 Private Placement, we sold 3,828,754 shares of common stock and warrants to purchase an equivalent number of shares of our common stock, with an exercise price of $12.80 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 $6.40 per share of Common Stock and Series F Warrant, resulting in gross proceeds of approximately $24.5 million.

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Sources and Uses of Liquidity

Since inception, we have satisfied our operating cash requirements from the private placement of equity securities sold principally to outside investors. We expect to continue to incur expenses, resulting in losses and negative cash flows from operations, over at least the next several years as we continue to develop AD therapeutic products. We anticipate that this development will include continuing our current clinical trials as well as new clinical trials and additional research and development expenditures.

	Nine Months ended September 30,
	2017			2016
Cash used in operating activities	$	(8,450,684	)	$	(4,701,686	)
Cash used in investing activities		(3,585	)		(2,947	)
Cash provided by (used in) financing activities		1,331,265			(10,237	)

Net Cash Used in Operating Activities

Cash used in operating activities was $8,450,684 for the nine months ended September 30, 2017, compared to $4,701,686 for the nine months ended September 30, 2016. The $3,748,998 increase primarily resulted from the increase in funding prepaid expenses, payments of accounts payable and accrued expenses and the increased net loss for the nine months ended September 30, 2017.

Net Cash Used in Investing Activities

Net cash used in investing activities was $3,585 for the nine months ended September 30, 2017 compared to $2,947 for the nine months ended September 30, 2016. The cash used in investing activities was the result of capital expenditures. 

Net Cash Provided by (Used in) Financing Activities

Net cash provided by financing activities was $1,331,265 for the nine months ended September 30, 2017 compared to net cash used in financing activities of $10,237 for the nine months ended September 30, 2016. The cash provided by financing activities during both periods was primarily the result of funds raised through exercise of warrants to purchase common stock from investors in our private placements offset by use of cash for repayments of notes payable for the nine months ended September 30, 2016.

As of Octoberber 30, 2017, we have paid WCT approximately $8.8 million relating to our Phase 2 clinical trial. We estimate that we will incur an additional approximately $1.0 million to complete this trial.

As of October 30, 2017, we had approximately $18 million in cash, cash equivalents and marketable investment securities. We expect that our existing capital resources will be sufficient to support our projected operating requirements for at least the next 18 months, including the continuing development of bryostatin, our novel drug targeting the activation of PKC epsilon. Funds are anticipated to be used to complete the current Phase 2 study treating moderate to severe Alzheimer's patients, plus the potential initiation of an open label extension study treating patients enrolled in the current Phase 2 study. We also plan to possibly initiate an open label study in Fragile X syndrome. The balance of the funds will be used for general corporate and working capital purposes.

We expect to require additional capital in order to initiate, pursue and complete all planned clinical trials and development of bryostatin. Additional funding may not be available to us on acceptable terms, or at all. If we are unable to access additional funds when needed, we may not be able to initiate, pursue and complete all planned clinical trials or continue the development of our product candidates or we could be required to delay, scale back or eliminate some or all of our development programs and operations. Any additional equity financing, if available, may not be available on favorable terms, would most likely be significantly dilutive to our current stockholders and debt financing, if available, may involve restrictive covenants. If we are able to access funds through collaborative or licensing arrangements, we may be required to relinquish rights to some of our technologies or product candidates that we would otherwise seek to develop or commercialize on our own, on terms that are not favorable to us. Our ability to access capital when needed is not assured and, if not achieved on a timely basis, will materially harm our business, financial condition and results of operations.

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Off Balance Sheet Arrangements

We did not engage in any “off-balance sheet arrangements” (as that term is defined in Item 303(a)(4)(ii)) of Regulation S-K as of September 30, 2017.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable to a smaller reporting company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, our principal executive officer and principal financial officer, respectively, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are not effective due to the material weaknesses resulting from a limited segregation of duties among our employees with respect to our control activities and ineffective controls over period end financial disclosure and reporting process. These deficiencies are the result of our limited number of employees and may affect management’s ability to determine if errors or inappropriate actions have taken place. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible changes in our disclosure controls and procedures.

Management has implemented certain measures including additional cash controls, dual-signature procedures, and other review and approval processes by the Company’s management team. The Company intends to hire additional personnel to allow for improved financial reporting controls and segregation of duties when the Company’s operations and revenues have grown to the point of warranting such controls.

Changes in Internal Controls over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

27

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

Since May 17, 2017, two purported class action lawsuits have been commenced in the United States District Court for the Southern District of New York (the “NY Litigation”).  On August 10, 2017, the lawsuits were consolidated and Plaintiff filed its Amended Consolidated Complaint on October 9, 2017.  The Amended Consolidated Complaint names as defendants the Company, its Chief Executive Officer and its co-founder and President/Chief Scientific Officer.  The lawsuit alleges violations of the Securities Exchange Act of 1934, as amended, in connection with allegedly false and misleading statements made by the Company in certain press releases and in its Annual Report on Form 10-K relating to the results stemming from the Company’s Phase 2b clinical trial for bryostatin.  Plaintiffs seek, among other things, damages for purchasers of the Company’s securities between January 7, 2016 and July 18, 2017. Because each of the pending actions is in the early stages, no reasonable estimate of possible loss, if any, can be made.

The Company and its directors and officers believe that this action is without merit and intend to defend the lawsuit vigorously.  The Company and other named defendants intend to the move the dismiss all of the claims.  The Court has set a November 21, 2017 deadline for the motions to dismiss and the motions should be fully briefed by early January 2018.   

Additionally, on August 3, 2017 a derivative action was filed against the Company and all current members of the Board of Directors.  The lawsuit alleges that the Board of Directors breached its fiduciary duty by making misleading statements and omitting information pertaining to the results of the Company’s Phase 2b clinical trials for bryostatin.  The Company and the Board of Directors have reached an agreement in principal with counsel for the Plaintiff to stay this action pending a decision by the Court in the NY Litigation.  The Company filed a stipulation with the Court memorializing the agreement with Plaintiff’s counsel in October 2017.  

Item 1A. Risk Factors.

An investment in shares of our common stock is highly speculative and involves a high degree of risk. We face a variety of risks that may affect our operations and financial results and many of those risks are driven by factors that we cannot control or predict. Before investing in our common stock you should carefully consider the following risks, together with the financial and other information contained in this report. If any of the following risks actually occurs, our business, prospects, financial condition and results of operations could be materially adversely affected. In that case, the trading price of our common stock would likely decline and you may lose all or a part of your investment. Only those investors who can bear the risk of loss of their entire investment should invest in our common stock.

Except as set forth below, there have been no material changes to our risk factors contained in our Annual Report on Form 10-K for the period ended December 31, 2016. For a further discussion of our Risk Factors, refer to the “Risk Factors” discussion contained in our Annual Report on Form 10-K.

Data from our bryostatin-1 Phase 2 clinical trial may be subject to differing interpretations, and regulatory agencies, medical and scientific experts and others may not share the Company's views of the Phase 2 data.

On May 1, 2017, we reported topline results from our Phase 2 clinical trial of bryostatin for the treatment of moderate to severe AD. Further analyses of the data from the Phase 2 clinical trial, including an analysis of secondary and numerous additional exploratory endpoints, are ongoing, and we plan to present more data and analyses from this study.  Further analyses of the Phase 2 data may lead to different interpretations of the data than the analyses conducted to date and/or may identify important implications of the Phase 2 data that are not currently known.  Clinical trial data are subject to differing interpretations, and regulatory agencies, medical and scientific experts and others may not share our views of the Phase 2 data.  There can be no assurance that the clinical program for bryostatin-1 will be successful in demonstrating safety and/or efficacy, that we will not encounter problems or delays in clinical development, or that bryostatin-1 will ever receive regulatory approval or be successfully commercialized. 

28

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Other than as set forth below, there have been no other unregistered sales of equity securities during the three months ended September 30, 2017.

On August 1, 2017, the Company issued 4,063 shares of common stock to a third party for professional services provided to the Company. The issuance was exempt from registration under the Securities Act of 1933, as amended, under Section 4(a)(2) thereof as not involving any public offering of securities. 

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

Exhibit
Number	Description
31.1*	Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	The following financial information from this Quarterly Report on Form 10-Q for the period ended September 30, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations; (ii) the Condensed Consolidated Balance Sheets; (iii) the Condensed Consolidated Statements of Cash Flows; and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text.

* Filed herewith. 

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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 thereunto duly authorized.

	Neurotrope, Inc.
Date: November 3, 2017	By:	/s/ Susanne Wilke, Ph.D.
		Susanne Wilke, Ph.D.
		Chief Executive Officer
Date: November 3, 2017	By:	/s/ Robert Weinstein
		Robert Weinstein
		Chief Financial Officer, Executive Vice President,  Secretary and Treasurer

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Exhibit Index

Exhibit
Number	Description
31.1*	Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	The following financial information from this Quarterly Report on Form 10-Q for the period ended September 30, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations; (ii) the Condensed Consolidated Balance Sheets; (iii) the Condensed Consolidated Statements of Cash Flows; and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text.

* Filed herewith.  

31

EX-31.1

Exhibit 31.1

CERTIFICATION

OF

SUSANNE WILKE, PH.D.

CHIEF EXECUTIVE OFFICER

OF

NEUROTROPE, INC.

I, Susanne Wilke, Ph.D., Chief Executive Officer of Neurotrope, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Neurotrope, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 3, 2017 

/s/ Susanne Wilke, Ph.D.

Susanne Wilke, Ph.D.

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

OF

ROBERT WEINSTEIN

CHIEF FINANCIAL OFFICER

OF

NEUROTROPE, INC.

I, Robert Weinstein, Chief Financial Officer of Neurotrope, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Neurotrope, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 3, 2017 

/s/ Robert Weinstein

Robert Weinstein

Chief Financial Officer, Executive Vice President, Secretary and Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Neurotrope, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Susanne Wilke, Ph.D., Chief Executive Officer of the Company, state and certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 3, 2017
	/s/ Susanne Wilke, Ph.D.
	Susanne Wilke, Ph.D.
	Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Neurotrope, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Weinstein, Chief Financial Officer of the Company, state and certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 3, 2017
	/s/ Robert Weinstein
	Robert Weinstein
	Chief Financial Officer, Executive Vice President, Secretary and Treasurer

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 30, 2017
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Entity Registrant Name	Neurotrope, Inc.
Entity Central Index Key	0001513856
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	NTRP
Entity Common Stock, Shares Outstanding		7,895,859

XML

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016
CURRENT ASSETS
Cash and cash equivalents	$ 18,650,529	$ 25,773,533
Prepaid expenses	431,429	138,711
TOTAL CURRENT ASSETS	19,081,958	25,912,244
Fixed assets, net of accumulated depreciation	21,333	55,198
TOTAL ASSETS	19,103,291	25,967,442
CURRENT LIABILITIES
Accounts payable	1,617,686	2,167,413
Accrued expenses	50,027	190,744
Accrued expenses - related party	0	4,609
TOTAL CURRENT LIABILITIES	1,667,713	2,362,766
Commitments and contingencies
SHAREHOLDERS' EQUITY
Common stock - 150,000,000 shares authorized, $.0001 par value; 7,895,859 shares issued and outstanding at September 30, 2017; 6,754,547 shares issued and outstanding at December 31, 2016	790	676
Additional paid-in capital	75,783,955	73,648,737
Accumulated deficit	(58,349,167)	(50,044,737)
TOTAL SHAREHOLDERS' EQUITY	17,435,578	23,604,676
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 19,103,291	$ 25,967,442

XML

Condensed Consolidated Balance Sheets [Parenthetical] - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	7,895,859	6,754,547
Common stock, shares outstanding	7,895,859	6,754,547

XML

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
OPERATING EXPENSES:
Research and development - related party	$ 75,431	$ 249,999	$ 164,619	$ 764,557
Research and development	744,618	1,729,929	3,662,589	3,548,608
General and administrative - related party	12,500	5,500	26,918	59,500
General and administrative	1,252,962	1,058,139	3,833,962	2,581,140
Stock-based compensation - related party	33,955	46,809	100,758	134,444
Stock-based compensation	197,146	503,283	581,664	830,335
TOTAL OPERATING EXPENSES	2,316,612	3,593,659	8,370,510	7,918,584
OTHER INCOME (EXPENSE):
Loss on abandonment of fixed assets	0	0	(34,274)	0
Gain on settlement of lease obligation	0	0	53,599	0
Interest income	20,298	1,516	46,755	5,450
Net loss before income taxes	(2,296,314)	(3,592,143)	(8,304,430)	(7,913,134)
Provision for income taxes	0	0	0	0
Net loss	(2,296,314)	(3,592,143)	(8,304,430)	(7,913,134)
Preferred Stock dividends	0	(512,397)	0	(1,537,149)
Net loss attributable to common shareholders	$ (2,296,314)	$ (4,104,540)	$ (8,304,430)	$ (9,450,283)
PER SHARE DATA:
Basic and diluted loss per common share (in dollars per share)	$ (0.29)	$ (2.64)	$ (1.08)	$ (6.13)
Basic and diluted weighted average common shares outstanding (in shares)	7,894,400	1,552,500	7,674,600	1,540,500

XML

Condensed Consolidated Statement of Changes in Shareholders' Equity - 9 months ended Sep. 30, 2017 - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2016	$ 23,604,676	$ 676	$ 73,648,737	$ (50,044,737)
Balance (in shares) at Dec. 31, 2016		6,754,547
Issuance of common stock for consulting fees	121,645	$ 1	121,644	0
Issuance of common stock for consulting fees (in shares)		12,189
Exercise of common stock warrants	1,331,265	$ 113	1,331,152	0
Exercise of common stock warrants (in shares)		1,129,092
Stock based compensation	682,422	$ 0	682,422	0
Shares issued for reverse stock split rounding		31
Net loss	(8,304,430)	$ 0	0	(8,304,430)
Balance at Sep. 30, 2017	$ 17,435,578	$ 790	$ 75,783,955	$ (58,349,167)
Balance (in shares) at Sep. 30, 2017		7,895,859

XML

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (8,304,430)	$ (7,913,134)
Adjustments to reconcile net loss to net cash used by operating activities
Stock based compensation	682,422	964,779
Consulting services paid by issuance of common stock	121,645	0
Depreciation expense	3,176	5,187
Loss on abandonment of fixed assets	34,274	0
Change in assets and liabilities
(Increase) Decrease in prepaid expenses	(292,718)	1,280,503
(Increase) in prepaid expenses - related party	0	(14,358)
Decrease in subscription receivable	0	2,761
(Decrease) in accrued expenses - related party	(4,609)	(36,434)
(Decrease) increase in accounts payable	(549,727)	951,302
(Decrease) Increase in accrued expenses	(140,717)	57,708
Total adjustments	(146,254)	3,211,448
Net Cash Used in Operating Activities	(8,450,684)	(4,701,686)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(3,585)	(2,947)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of note payable	0	(10,511)
Proceeds from exercise of common stock warrants	1,331,265	274
Net Cash Provided by (Used in) Financing Activities	1,331,265	(10,237)
NET DECREASE IN CASH	(7,123,004)	(4,714,870)
CASH AT BEGINNING OF PERIOD	25,773,533	11,230,637
CASH AT END OF PERIOD	$ 18,650,529	$ 6,515,767
DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Conversion of convertible redeemable preferred stock to common stock	0	244,179

XML

Organization and Nature of Planned Business:

9 Months Ended

Sep. 30, 2017

GENERAL ORGANIZATION AND BUSINESS [Abstract]

Nature of Operations [Text Block]

Note 1 – Organization and Nature of Planned Business:

Business

Neurotrope BioScience was incorporated in Delaware on October 31, 2012. Neurotrope BioScience was formed to advance new therapeutic and diagnostic technologies in the field of neurodegenerative disease, primarily Alzheimer’s disease (“AD”). Neurotrope BioScience is collaborating with Cognitive Research Enterprises, Inc. (formerly known as the Blanchette Rockefeller Neurosciences Institute, or BRNI) (“CRE”), a related party, in this process. The exclusive rights to certain technology were licensed by CRE to the Company on February 28, 2013 (see Note 5).

On August 23, 2013, a wholly-owned subsidiary of Neurotrope, Inc. (formerly “BlueFlash Communications, Inc.”), Neurotrope Acquisition, Inc., a corporation formed in the State of Nevada on August 15, 2013, merged with and into Neurotrope BioScience (the “Reverse Merger”). Neurotrope BioScience was the surviving corporation in the Reverse Merger and became the Company’s wholly-owned subsidiary. All of the outstanding Neurotrope BioScience common stock was converted into shares of Neurotrope, Inc. common stock, par value $0.0001 per shares (the “Common Stock”) on a one-for-one basis.

The transaction was accounted for as a reverse merger and recapitalization with Neurotrope BioScience as the acquirer for financial reporting purposes and Neurotrope, Inc. as the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements are those of Neurotrope BioScience and are recorded at the historical cost basis of Neurotrope BioScience, and the consolidated financial statements after completion of the Reverse Merger include the assets and liabilities of Neurotrope BioScience and Neurotrope, Inc., and the historical operations of Neurotrope, Inc. and Neurotrope BioScience from the closing date.

As a result of the Reverse Merger, Neurotrope, Inc. discontinued its pre-Reverse Merger business and acquired the business of Neurotrope BioScience, which it is continuing to operate through Neurotrope BioScience. The common stock of Neurotrope, Inc. is traded under the ticker symbol “NTRP.”

Liquidity

As of October 30, 2017, the Company had approximately $18 million in cash and cash equivalents. The Company expects that its existing capital resources will be sufficient to support its projected operating requirements over at least the next 18 months, including the continuing development of bryostatin, our novel drug targeting the activation of PKC epsilon. Funds are anticipated to be used to complete the analysis of the current Phase 2 study treating moderate to severe Alzheimer's patients, conduct other non-clinical studies, plus possibly initiate additional clinical studies in Alzheimer’s disease and Fragile X syndrome. The balance of the funds will be used for general corporate and working capital purposes.

Basis of Presentation

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted. However, the Company believes that the disclosures included in these financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the nine months ended September 30, 2017 are not necessarily indicative of the results that the Company will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2016 included in our Annual Report on Form 10-K.

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Summary of Significant Accounting Policies:

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Note 2 – Summary of Significant Accounting Policies:

Use of Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 

Cash and Cash Equivalents:

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased to be cash equivalents. At September 30, 2017, the Company’s cash balances exceed the current insured amounts under the Federal Deposit Insurance Corporation.

Property and Equipment:

Property and equipment is capitalized and depreciated on a straight line basis over the estimated useful life of the asset, which is deemed to be between three and ten years.  

As part of the settlement of obligations relating to its previous office lease, the Company wrote off approximately $34,274 of personal property, net of accumulated depreciation which included certain furniture and fixtures. This amount is shown in other income (expense) as “loss on abandonment of fixed assets.”

Research and Development Costs:

All research and development costs, including costs to maintain or expand the Company’s patent portfolio licensed from CRE that do not meet the criteria for capitalization are expensed when incurred. FASB ASC Topic 730 requires companies involved in research and development activities to capitalize non-refundable advance payments for such services pursuant to contractual arrangements because the right to receive those services represents an economic benefit. Such capitalized advances will be expensed when the services occur and the economic benefit is realized. There were no capitalized research and development services at September 30, 2017 and December 31, 2016.

Loss Per Share:

Basic loss per common share amounts are based on weighted average number of common shares outstanding. Diluted loss per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all potentially dilutive stock options and warrants subject to anti-dilution limitations. All such potentially dilutive instruments were anti-dilutive as of September 30, 2017 and 2016, which were approximately 5.8 million and 4.9 million, respectively.

Income Taxes:

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due and deferred taxes. Deferred taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes and the tax effects of net operating loss and other carryforwards. The deferred tax assets and liabilities represent the future tax consequences of those differences and carryforwards, which will either be taxable or deductible when the related assets, liabilities or carryforwards are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company applies the provisions of FASB ASC 740-10, Accounting for Uncertain Tax Positions, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standard also provides guidance on de-recognition, classification, interest and penalties, and accounting in interim periods, disclosure and transitions.

The Company has concluded that there are no significant uncertain tax positions requiring recognition in the accompanying financial statements. The tax period that is subject to examination by major tax jurisdictions for generally three years from the date of filing.

Under Section 382 of the Internal Revenue Code of 1986, as amended, changes in the Company's ownership may limit the amount of its net operating loss carryforwards that could be utilized annually to offset future taxable income, if any. This limitation would generally apply in the event of a cumulative change in ownership of the Company of more than 50% within a three-year period. The Company has not completed a study to assess whether an ownership change for purposes of Section 382 has occurred, or whether there have been multiple ownership changes since the Company's inception, due to the significant costs and complexities associated with such study.

Risks and Uncertainties:

The Company operates in an industry that is subject to rapid technological change, intense competition and significant government regulation. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risk. Such factors include, but are not necessarily limited to, the results of clinical testing and trial activities, the ability to obtain regulatory approval, the ability to obtain favorable licensing, manufacturing or other agreements for its product candidates and the ability to raise capital to achieve strategic objectives. 

Stock Compensation:

The Company accounts for stock-based awards to employees in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. Employee stock option expense is recognized over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the volatility and expected term. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense.

Options awarded to purchase shares of Common Stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with applicable accounting principles. Such options are revalued using the Black-Scholes option pricing model until the entire award vests.

Recent Accounting Pronouncements:

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Non-public Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I applies to entities that issue financial instruments such as warrants, convertible debt or convertible preferred stock that contain down round features. Part II simply replaces the indefinite deferral for certain mandatorily redeemable non-controlling interests and mandatorily redeemable financial instruments of nonpublic entities contained within Accounting Standards Codification (ASC) Topic 480 with a scope exception and does not impact the accounting for these mandatorily redeemable instruments. This ASU is effective for public companies for the annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of the standard may have on its consolidated financial statements.

Accounting Pronouncements Adopted During the Period:

In March 2016, the FASB issued ASU No. 2016-09, Stock Compensation (Topic 718), which includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. The standard is effective for annual periods beginning after December 15, 2016. During the first quarter of 2017, the Company adopted this ASU. The key effects of the adoption on the Company’s financial statements include that the Company will now recognize windfall tax benefits as deferred tax assets instead of tracking the windfall pool and recording such benefits in equity. Additionally, the Company has elected to recognize forfeitures as they occur rather than estimating them at the time of grant.

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Contractual Commitments:

9 Months Ended

Sep. 30, 2017

Contractual Commitments [Abstract]

Contractual Commitments [Text Block]

Note 3 – Contractual Commitments:

On September 4, 2014, the Company entered into a lease for 4,000 square feet of office space in Newark, New Jersey. The lease commenced on September 1, 2014 and was to expire on December 1, 2017 and had two (2) one-year renewal options. On May 1, 2016, the Company abandoned the lease and accrued for the remainder of the lease payments totaling approximately $136,100. The Company subsequently negotiated a settlement of amounts due, and on March 23, 2017, paid $82,500 to fully settle and satisfy its obligation to the lessor. This resulted in a gain from settlement of lease obligations of $53,599. We currently rent office space on a month-to-month basis.

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Collaborative Agreements:

9 Months Ended

Sep. 30, 2017

Collaborative Agreements [Abstract]

Collaborative Agreements [Text Block]

Note 4 – Collaborative Agreements:

Stanford License Agreements

On May 12, 2014, the Company entered into a license agreement (the “Stanford Agreement”) with The Board of Trustees of The Leland Stanford Junior University (“Stanford”), pursuant to which Stanford has granted to the Company a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under certain patent rights and related technology for the use of bryostatin structural derivatives, known as “bryologs,” for use in the treatment of central nervous system disorders, lysosomal storage diseases, stroke, cardio protection and traumatic brain injury, for the life of the licensed patents.

On January 19, 2017, the Company entered into a second license agreement with Stanford, pursuant to which Stanford has granted to the Company a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under certain patent rights and related technology for the use of “Bryostatin Compounds and Methods of Preparing the Same,” or synthesized bryostatin, for use in the treatment of neurological diseases, cognitive dysfunction and psychiatric disorders, for the life of the licensed patents. The Company paid Stanford $70,000 upon executing the license and is obligated to pay an additional $10,000 annually as a license maintenance fee. In addition, based upon certain milestones, the Company will be obligated to pay up to an additional $2.1 million and between 1.5% and 4.5% royalty payments on certain revenues generated by the Company relating to the licensed technology.

Mt. Sinai License Agreement

On July 14, 2014, Neurotrope BioScience entered into an Exclusive License Agreement (the “Mount Sinai Agreement”) with the Icahn School of Medicine at Mount Sinai (“Mount Sinai”). Pursuant to the Mount Sinai Agreement, Mount Sinai granted Neurotrope BioScience a revenue-bearing, world-wide right and (a) exclusive license, with the right to grant sublicenses (on certain conditions), under Mount Sinai’s interest in certain joint patents held by the Company and Mount Sinai (the “Joint Patents”) as well as in certain results and data (the “Data Package”) and (b) non-exclusive license, with the right to grant sublicenses on certain conditions, to certain technical information, both relating to the diagnostic, prophylactic or therapeutic use for treating diseases or disorders in humans relying on activation of Protein Kinase C Epsilon (“PKCε”), which includes Niemann-Pick Disease (the “Mount Sinai Field of Use”). The Mount Sinai Agreement allows Neurotrope BioScience to research, discover, develop, make, have made, use, have used, import, lease, sell, have sold and offer certain products, processes or methods that are covered by valid claims of Mount Sinai’s interest in the Joint Patents or an Orphan Drug Designation Application covering the Data Package (“Mount Sinai Licensed Product(s)”) in the Mount Sinai Field of Use (as such terms are defined in the Mount Sinai Agreement). During the nine months ended September 30, 2017, the Company paid Mount Sinai $10,000, which represents total amounts due, for annual licensing fees.

Clinical Trial Services Agreement

On October 9, 2015, Neurotrope BioScience executed a Services Agreement (the “Services Agreement”) with Worldwide Clinical Trials (“WCT”), effective as of August 31, 2015. The Agreement relates to services for Neurotrope BioScience’s Phase 2 clinical study assessing the safety, tolerability and efficacy of bryostatin in the treatment of moderately severe to severe AD (the “Study”). Pursuant to the terms of the Services Agreement, WCT provided services to enroll approximately one hundred and fifty (150) Study subjects. The first Study site was initiated during the fourth quarter of 2015. The total estimated budget for the services, including pass-through costs, is approximately $9.5 million after giving effect to the July 27, 2016 contract amendment described below. Neurotrope BioScience paid WCT an advance payment of $200,000 upon execution of the Services Agreement.

On November 11, 2015, Neurotrope BioScience paid WCT approximately $3.1 million. The remaining payments of approximately $6.4 million (after amendment as described below) were to be paid over the period from July 2016 through September 2017. Neurotrope BioScience may terminate the Agreement without cause upon 60 days’ prior written notice. As of September 30, 2017, the Company’s balance sheet includes a payable balance for WCT services of approximately $0.4 million with total payments remaining totaling approximately $1.0 million through the end of the Services Agreement. The Services Agreement can be terminated by the Company or WCT under certain terms, as described in the Services Agreement.

Also, in connection with the execution of the Services Agreement, Neurotrope BioScience received consent and entered into a Statement of Work pursuant to its CRE License Agreement (see Note 5 below).

CRE License Agreement

On July 27, 2016, the Company received approval of the institutional review board (“IRB”) for its amended protocol submitted on July 21, 2016 to the U.S. Food and Drug Administration (the “FDA”) relating to the Phase 2 clinical trial of the Company’s lead drug candidate, bryostatin-1, for the treatment of advanced AD, which amended protocol eliminates the second, exploratory, study period following the first 12 weeks of treatment. The primary objective was the assessment of safety and tolerability of bryostatin to occur at 13 weeks, which was not changed with this amendment. The secondary objective was to assess efficacy, also at week 13. The amendment to cut the exploratory part of the study was made for business reasons in order to provide earlier completion of the study and for the planning of future studies. The changes to the study design were not due to any safety concerns. The cost savings from this amendment was approximately $2 million. 

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Related Party Transactions and Licensing / Research Agreements:

9 Months Ended

Sep. 30, 2017

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Note 5 – Related Party Transactions and Licensing / Research Agreements:

As of September 30, 2017, James Gottlieb, a director of the Company, served as a director of CRE, and Shana Phares, also a director of the Company, served as President and Chief Executive Officer of CRE. CRE is a stockholder of a corporation, Neuroscience Research Ventures, Inc. (“NRVI”), which owned 3.6% of the Company's outstanding Common Stock as of September 30, 2017. Shana Phares served as Secretary/Treasurer of NRVI until June 2017.

Effective October 31, 2012, Neurotrope BioScience executed a Technology License and Services Agreement (the “TLSA”) with CRE, a related party, and NRV II, LLC (“NRV II”), another affiliate of CRE, which was amended by Amendment No. 1 to the TLSA as of August 21, 2013. As of February 4, 2015, the parties entered into an Amended and Restated Technology License and Services Agreement (the “CRE License Agreement”). The CRE License Agreement provides research services and has granted Neurotrope BioScience the exclusive and nontransferable world-wide, royalty-bearing right, with a right to sublicense (in accordance with the terms and conditions described below), under CRE’s and NRV II’s respective right, title and interest in and to certain patents and technology owned by CRE or licensed to NRV II by CRE as of or subsequent to October 31, 2012, to develop, use, manufacture, market, offer for sale, sell, distribute, import and export certain products or services for therapeutic applications for AD and other cognitive dysfunctions in humans or animals (the “Field of Use”). Additionally, the TLSA specifies that all patents that issue from a certain patent application, shall constitute licensed patents and all trade secrets, know-how and other confidential information claimed by such patents constitute licensed technology under the CRE License. The CRE License Agreement terminates on the later of the date (a) the last of the licensed patent expires, is abandoned, or is declared unenforceable or invalid or (b) the last of the intellectual property enters the public domain. After the initial Series A Stock financing, the CRE License Agreement required Neurotrope BioScience to enter into scope of work agreements with CRE as the preferred service provider for any research and development services or other related scientific assistance and support services. 

In addition, the CRE License Agreement requires the Company to pay CRE a “Fixed Research Fee” of $1 million per year for five years, commencing on the date that the Company completes a Series B Preferred Stock financing resulting in proceeds of at least $25,000,000 (the “Series B Financing”). This Fixed Research Fee is not yet due. The CRE License Agreement also requires the payment of royalties ranging between 2% and 5% of the Company’s revenues generated from the licensed patents and other intellectual property, dependent upon the percentage ownership that NRVI holds in the Company. Under the CRE License Agreement, the Company was required to prepay royalty fees at a rate of 5% of all investor funds raised in the Series A or Series B Stock financings or any subsequent rounds of financing prior to a public offering, less commissions.

On November 12, 2015, Neurotrope BioScience, CRE, and NRV II entered into an amendment (the “Amendment”) to the TLSA pursuant to which CRE granted rights in certain technology to Neurotrope BioScience. Under the Amendment, the “Advances on Future Royalties” section of the TLSA was amended and restated to (i) eliminate the requirement that Neurotrope BioScience pay CRE prepaid royalties equal to five percent (5%) of financing proceeds received by Neurotrope BioScience in any financing prior to a public offering, and (ii) provide that Neurotrope BioScience will deliver to CRE, following each closing pursuant to a certain securities purchase agreement, an amount equal to 2.5% of the Post-PA Fees Proceeds received at such closing. In addition, the Amendment provides that on or prior to December 31, 2016, Neurotrope Bioscience shall deliver to CRE an amount equal to 2.5% of the aggregate Post-PA Fee Proceeds received at the closings. Each payment would constitute an advance royalty payment to CRE and will be offset (with no interest) against the amount of future royalty obligations payable until such time that the amount of such future royalty obligations equals in full the amount of the advance royalty payments made. “Post-PA Fee Proceeds” means the gross proceeds received, less all amounts paid to the placement agent(s), in relation to such gross proceeds. No other expenses of Neurotrope Bioscience shall be subtracted from the gross proceeds to determine the “Post-PA Fee Proceeds.” As of September 30, 2017, the Company has paid its entire obligation of $1,166,666 resulting from this Amendment. 

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Common Stock:

9 Months Ended

Sep. 30, 2017

STOCKHOLDERS' EQUITY [Abstract]

Stockholders Equity Note Disclosure [Text Block]

Note 6 – Common Stock:

During the nine months ended September 30, 2017, 108 holders of 1,051,371 warrants exercisable at $0.32 per share of Common Stock exercised their warrants into 1,051,371 shares of Common Stock and five holders of 77,721 warrants exercisable at $12.80 per share of Common Stock exercised their warrants into 77,721 shares of Common Stock.

During the three months ended September 30, 2017, no warrant holders exercised warrants into Common Stock.

On August 1, 2017, the Company issued 4,063 shares of common stock to a third party for professional services provided to the Company which was recorded at a value of $4.21 per share of common stock.

Reverse Stock Split

On January 11, 2017, the Company effected a 1-for-32 reverse stock split of its shares of common stock. As a result of the reverse stock split, every thirty-two (32) shares of the Company's pre-reverse split common stock was combined and reclassified into one share of common stock. In addition, the Company's pre-reverse split 400,000,000 authorized shares of common stock was proportionately reduced to 12,500,000 authorized shares of common stock as a result of the split. These financial statements have been adjusted to retrospectively reflect this reverse stock split. 

On February 17, 2017, the stockholders of the Company approved as increase in the number of authorized shares of Common Stock to 150 million shares, which increase became effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Nevada on February 24, 2017.

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Stock Options:

9 Months Ended

Sep. 30, 2017

Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]

Stock Option Note Disclosure [Text Block]

Note 7 – Stock Options:

The Board adopted, with the approval of the Company’s stockholders, the 2013 Equity Incentive Plan (the “2013 Plan”), which provided for the issuance of incentive awards of up to 218,750 shares of Common Stock (until it was amended as provided below) to officers, key employees, consultants and directors. 

On July 23, 2014, the Company’s Board approved an increase in the total number of shares available under the 2013 Plan by 93,750 to 312,500 shares. The increase was subsequently approved by the Company’s stockholders on June 9, 2015.

Effective on November 21, 2016, the Company amended the 2013 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 685,325 shares of Common Stock.

On March 9, 2017, the Company’s Board of Directors approved the Neurotrope, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which provides for the issuance of incentive awards of up to 800,000 shares of Common Stock to officers, key employees, consultants and directors.  Such grants under the 2017 Plan are subject to stockholder approval of the 2017 Plan. On March 17, 2017, the Company agreed to issue non-qualified stock options to purchase 70,000 shares of common stock to seven non-executive directors of the Company. On April 11, 2017, the Company agreed to issue stock options to purchase an aggregate of 248,445 shares of common stock to three executive officers and one Board member of the Company. These awards are not considered outstanding as the 2017 Plan has not yet been approved by shareholders.

Option Grants

The following is a summary of stock option activity under the stock option plans for the nine months ended September 30, 2017:

					Weighted-
					Average
			Weighted-		Remaining		Aggregate
			Average		Contractual		Intrinsic
	Number of		Exercise		Term		Value
	Shares		Price		(Years)		(in millions)
Options outstanding at January 1, 2017		675,812	$	23.54		8.3	$	-
Options granted		9,375	$	15.77
Less options forfeited		(1,952)	$	19.20
Less options expired/cancelled		-	$	-
Less options exercised		-	$	-
Options outstanding at September 30, 2017		683,235	$	23.45		8.3	$	-
Options exercisable at September 30, 2017		481,225	$	27.43		8.0	$	-

During the nine months ended September 30, 2017, the Company issued 9,375 stock options with an exercise price of $15.77 to one Company board member (excluding the issuance of options to purchase 70,000 shares of common stock as noted above.) All of the stock options have a term of ten years. 

As of September 30, 2017, there was approximately $2.2 million of total unrecognized compensation costs related to unvested stock options and restricted stock. These costs are expected to be recognized over a weighted average period of 3.1 years.

The Company used the Black-Scholes valuation model to calculate the fair value of stock options.

The fair value of stock options issued for the nine months ended September 30, 2017 was estimated at the grant date using the following weighted average assumptions: Dividend yield 0%; Volatility 89.31%; Risk-free interest rate 2.420%; weighted average grant date fair value of $13.57 per share.

The total stock option-based compensation recorded as operating expense was $682,422 and $964,779 for the nine months ended September 30, 2017 and 2016, respectively, and was $231,101 and $550,092 for the three months ended September 30, 2017 and 2016, respectively. All of the stock option-based compensation expense was classified as stock based compensation expense.

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Common Stock Warrants:

9 Months Ended

Sep. 30, 2017

Stock Option Note Disclosure [Text Block]

Note 7 – Stock Options:

The Board adopted, with the approval of the Company’s stockholders, the 2013 Equity Incentive Plan (the “2013 Plan”), which provided for the issuance of incentive awards of up to 218,750 shares of Common Stock (until it was amended as provided below) to officers, key employees, consultants and directors. 

On July 23, 2014, the Company’s Board approved an increase in the total number of shares available under the 2013 Plan by 93,750 to 312,500 shares. The increase was subsequently approved by the Company’s stockholders on June 9, 2015.

Effective on November 21, 2016, the Company amended the 2013 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 685,325 shares of Common Stock.

On March 9, 2017, the Company’s Board of Directors approved the Neurotrope, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which provides for the issuance of incentive awards of up to 800,000 shares of Common Stock to officers, key employees, consultants and directors.  Such grants under the 2017 Plan are subject to stockholder approval of the 2017 Plan. On March 17, 2017, the Company agreed to issue non-qualified stock options to purchase 70,000 shares of common stock to seven non-executive directors of the Company. On April 11, 2017, the Company agreed to issue stock options to purchase an aggregate of 248,445 shares of common stock to three executive officers and one Board member of the Company. These awards are not considered outstanding as the 2017 Plan has not yet been approved by shareholders.

Option Grants

The following is a summary of stock option activity under the stock option plans for the nine months ended September 30, 2017:

					Weighted-
					Average
			Weighted-		Remaining		Aggregate
			Average		Contractual		Intrinsic
	Number of		Exercise		Term		Value
	Shares		Price		(Years)		(in millions)
Options outstanding at January 1, 2017		675,812	$	23.54		8.3	$	-
Options granted		9,375	$	15.77
Less options forfeited		(1,952)	$	19.20
Less options expired/cancelled		-	$	-
Less options exercised		-	$	-
Options outstanding at September 30, 2017		683,235	$	23.45		8.3	$	-
Options exercisable at September 30, 2017		481,225	$	27.43		8.0	$	-

During the nine months ended September 30, 2017, the Company issued 9,375 stock options with an exercise price of $15.77 to one Company board member (excluding the issuance of options to purchase 70,000 shares of common stock as noted above.) All of the stock options have a term of ten years. 

As of September 30, 2017, there was approximately $2.2 million of total unrecognized compensation costs related to unvested stock options and restricted stock. These costs are expected to be recognized over a weighted average period of 3.1 years.

The Company used the Black-Scholes valuation model to calculate the fair value of stock options.

The fair value of stock options issued for the nine months ended September 30, 2017 was estimated at the grant date using the following weighted average assumptions: Dividend yield 0%; Volatility 89.31%; Risk-free interest rate 2.420%; weighted average grant date fair value of $13.57 per share.

The total stock option-based compensation recorded as operating expense was $682,422 and $964,779 for the nine months ended September 30, 2017 and 2016, respectively, and was $231,101 and $550,092 for the three months ended September 30, 2017 and 2016, respectively. All of the stock option-based compensation expense was classified as stock based compensation expense.

Warrant [Member]

Stock Option Note Disclosure [Text Block]

Note 8 – Common Stock  Warrants:

The following is a summary of common stock warrant activity for the nine months ended September 30, 2017:

	Number
	of shares
Warrants outstanding January 1, 2017		6,244,366
Warrants exercised		(1,129,092)
Warrants outstanding September 30, 2017		5,115,274

As of September 30, 2017, the Company’s warrants by exercise price were as follows: 161,440 warrants exercisable at $0.32, 382,887 warrants exercisable at $6.40, 3,751,033 warrants exercisable at $12.80 and 819,914 warrants exercisable at $32.00.

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Contingencies

9 Months Ended

Sep. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Note 9 – Contingencies

Since May 17, 2017, two purported class action lawsuits have been commenced in the United States District Court for the Southern District of New York (the “NY Litigation”).  On August 10, 2017, the lawsuits were consolidated and Plaintiff filed its Amended Consolidated Complaint on October 9, 2017.  The Amended Consolidated Complaint names as defendants the Company, its Chief Executive Officer and its co-founder and President/Chief Scientific Officer.  The lawsuit alleges violations of the Securities Exchange Act of 1934, as amended, in connection with allegedly false and misleading statements made by the Company in certain press releases and in its Annual Report on Form 10-K relating to the results stemming from the Company’s Phase 2b clinical trial for bryostatin.  Plaintiffs seek, among other things, damages for purchasers of the Company’s securities between January 7, 2016 and July 18, 2017. Because each of the pending actions is in the early stages, no reasonable estimate of possible loss, if any, can be made.

The Company and its directors and officers believe that this action is without merit and intend to defend the lawsuit vigorously.  The Company and other named defendants intend to the move the dismiss all of the claims.  The Court has set a November 21, 2017 deadline for the motions to dismiss and the motions should be fully briefed by early January 2018.

Additionally, on August 3, 2017 a derivative action was filed against the Company and all current members of the Board of Directors.  The lawsuit alleges that the Board of Directors breached its fiduciary duty by making misleading statements and omitting information pertaining to the results of the Company’s Phase 2b clinical trials for bryostatin.  The Company and the Board of Directors have reached an agreement in principal with counsel for the Plaintiff to stay this action pending a decision by the Court in the NY Litigation.  The Company filed a stipulation with the Court memorializing the agreement with Plaintiff’s counsel in October 2017.

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Summary of Significant Accounting Policies: (Policies)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Use of Estimates, Policy [Policy Text Block]

Use of Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents:

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased to be cash equivalents. At September 30, 2017, the Company’s cash balances exceed the current insured amounts under the Federal Deposit Insurance Corporation.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment:

Property and equipment is capitalized and depreciated on a straight line basis over the estimated useful life of the asset, which is deemed to be between three and ten years.  

As part of the settlement of obligations relating to its previous office lease, the Company wrote off approximately $34,274 of personal property, net of accumulated depreciation which included certain furniture and fixtures. This amount is shown in other income (expense) as “loss on abandonment of fixed assets.”

Research and Development Expense, Policy [Policy Text Block]

Research and Development Costs:

All research and development costs, including costs to maintain or expand the Company’s patent portfolio licensed from CRE that do not meet the criteria for capitalization are expensed when incurred. FASB ASC Topic 730 requires companies involved in research and development activities to capitalize non-refundable advance payments for such services pursuant to contractual arrangements because the right to receive those services represents an economic benefit. Such capitalized advances will be expensed when the services occur and the economic benefit is realized. There were no capitalized research and development services at September 30, 2017 and December 31, 2016.

Earnings Per Share, Policy [Policy Text Block]

Loss Per Share:

Basic loss per common share amounts are based on weighted average number of common shares outstanding. Diluted loss per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all potentially dilutive stock options and warrants subject to anti-dilution limitations. All such potentially dilutive instruments were anti-dilutive as of September 30, 2017 and 2016, which were approximately 5.8 million and 4.9 million, respectively.

Income Tax, Policy [Policy Text Block]

Income Taxes:

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due and deferred taxes. Deferred taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes and the tax effects of net operating loss and other carryforwards. The deferred tax assets and liabilities represent the future tax consequences of those differences and carryforwards, which will either be taxable or deductible when the related assets, liabilities or carryforwards are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company applies the provisions of FASB ASC 740-10, Accounting for Uncertain Tax Positions, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standard also provides guidance on de-recognition, classification, interest and penalties, and accounting in interim periods, disclosure and transitions.

The Company has concluded that there are no significant uncertain tax positions requiring recognition in the accompanying financial statements. The tax period that is subject to examination by major tax jurisdictions for generally three years from the date of filing.

Under Section 382 of the Internal Revenue Code of 1986, as amended, changes in the Company's ownership may limit the amount of its net operating loss carryforwards that could be utilized annually to offset future taxable income, if any. This limitation would generally apply in the event of a cumulative change in ownership of the Company of more than 50% within a three-year period. The Company has not completed a study to assess whether an ownership change for purposes of Section 382 has occurred, or whether there have been multiple ownership changes since the Company's inception, due to the significant costs and complexities associated with such study.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Risks and Uncertainties:

The Company operates in an industry that is subject to rapid technological change, intense competition and significant government regulation. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risk. Such factors include, but are not necessarily limited to, the results of clinical testing and trial activities, the ability to obtain regulatory approval, the ability to obtain favorable licensing, manufacturing or other agreements for its product candidates and the ability to raise capital to achieve strategic objectives. 

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock Compensation:

The Company accounts for stock-based awards to employees in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. Employee stock option expense is recognized over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the volatility and expected term. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense.

Options awarded to purchase shares of Common Stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with applicable accounting principles. Such options are revalued using the Black-Scholes option pricing model until the entire award vests.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements:

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Non-public Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I applies to entities that issue financial instruments such as warrants, convertible debt or convertible preferred stock that contain down round features. Part II simply replaces the indefinite deferral for certain mandatorily redeemable non-controlling interests and mandatorily redeemable financial instruments of nonpublic entities contained within Accounting Standards Codification (ASC) Topic 480 with a scope exception and does not impact the accounting for these mandatorily redeemable instruments. This ASU is effective for public companies for the annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of the standard may have on its consolidated financial statements.

Accounting Pronouncements Adopted During the Period:

In March 2016, the FASB issued ASU No. 2016-09, Stock Compensation (Topic 718), which includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. The standard is effective for annual periods beginning after December 15, 2016. During the first quarter of 2017, the Company adopted this ASU. The key effects of the adoption on the Company’s financial statements include that the Company will now recognize windfall tax benefits as deferred tax assets instead of tracking the windfall pool and recording such benefits in equity. Additionally, the Company has elected to recognize forfeitures as they occur rather than estimating them at the time of grant.

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Stock Options: (Tables)

9 Months Ended

Sep. 30, 2017

Share-based Compensation Arrangement by Share-based Payment Award, Additional General Disclosures [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

The following is a summary of stock option activity under the stock option plans for the nine months ended September 30, 2017:

					Weighted-
					Average
			Weighted-		Remaining		Aggregate
			Average		Contractual		Intrinsic
	Number of		Exercise		Term		Value
	Shares		Price		(Years)		(in millions)
Options outstanding at January 1, 2017		675,812	$	23.54		8.3	$	-
Options granted		9,375	$	15.77
Less options forfeited		(1,952)	$	19.20
Less options expired/cancelled		-	$	-
Less options exercised		-	$	-
Options outstanding at September 30, 2017		683,235	$	23.45		8.3	$	-
Options exercisable at September 30, 2017		481,225	$	27.43		8.0	$	-

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Common Stock Warrants: (Tables)

9 Months Ended

Sep. 30, 2017

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

The following is a summary of stock option activity under the stock option plans for the nine months ended September 30, 2017:

					Weighted-
					Average
			Weighted-		Remaining		Aggregate
			Average		Contractual		Intrinsic
	Number of		Exercise		Term		Value
	Shares		Price		(Years)		(in millions)
Options outstanding at January 1, 2017		675,812	$	23.54		8.3	$	-
Options granted		9,375	$	15.77
Less options forfeited		(1,952)	$	19.20
Less options expired/cancelled		-	$	-
Less options exercised		-	$	-
Options outstanding at September 30, 2017		683,235	$	23.45		8.3	$	-
Options exercisable at September 30, 2017		481,225	$	27.43		8.0	$	-

Warrant [Member]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

The following is a summary of common stock warrant activity for the nine months ended September 30, 2017:

	Number
	of shares
Warrants outstanding January 1, 2017		6,244,366
Warrants exercised		(1,129,092)
Warrants outstanding September 30, 2017		5,115,274

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Organization and Nature of Planned Business: (Details Textual) - USD ($) $ / shares in Units, $ in Millions	Oct. 30, 2017	Sep. 30, 2017	Dec. 31, 2016
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Subsequent Event [Member]
Cash, Cash Equivalents, and Short-term Investments	$ 18

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Summary of Significant Accounting Policies: (Details Textual) - USD ($) shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Summary Of Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount			5.8	4.9
Gain (Loss) on Disposition of Assets	$ 0	$ 0	$ (34,274)	$ 0
Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life			10 years
Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life				3 years

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Contractual Commitments: (Details Textual)	1 Months Ended	3 Months Ended		9 Months Ended
	Mar. 23, 2017 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	May 01, 2016 USD ($)	Sep. 04, 2014 ft²
Contractual Commitments And Contingencies [Line Items]
Area of Land | ft²							4,000
Description of Lessor Leasing Arrangements, Operating Leases				The lease commenced on September 1, 2014 and was to expire on December 1, 2017 and had two (2) one-year renewal options.
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year						$ 136,100
Payment For Lease Settlement	$ 82,500
Gain (Loss) on Contract Termination		$ 0	$ 0	$ 53,599	$ 0

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Collaborative Agreements: (Details Textual) - USD ($)		1 Months Ended	9 Months Ended
	Oct. 09, 2015	Jan. 19, 2017	Sep. 30, 2017	Jul. 27, 2016	Nov. 11, 2015
Collaborative Agreements [Line Items]
Annual License Maintenance Fee		$ 10,000
Commitment To Pay Fees		2,100,000
Estimated Budget For Services				$ 9,500,000
Payments for Advance to Affiliate	$ 200,000
Clinical Trial, Amended Protocol, Cost savings			$ 2,000,000
License Costs		$ 70,000
Minimum [Member]
Collaborative Agreements [Line Items]
Royalty Payment Percentage		1.50%
Maximum [Member]
Collaborative Agreements [Line Items]
Royalty Payment Percentage		4.50%
July 2016 Through September 2017 [Member]
Collaborative Agreements [Line Items]
Estimated Budget For Services					$ 6,400,000
Mount Sinai Agreement [Member]
Collaborative Agreements [Line Items]
License Initiation Fee			$ 10,000

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Related Party Transactions and Licensing / Research Agreements: (Details Textual) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Nov. 12, 2015	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Related Party Transaction [Line Items]
Research and Development Expense, Total		$ 744,618	$ 1,729,929	$ 3,662,589	$ 3,548,608
Payments for Royalties				1,166,666
Blanchette Rockefeller Neurosciences Institute [Member]
Related Party Transaction [Line Items]
Royalties Percentage	5.00%
Post PA Fee Proceeds Percent	2.50%
Fixed Research Fee [Member]
Related Party Transaction [Line Items]
Research and Development Expense, Total				$ 1,000,000
Services Reimbursement [Member]
Related Party Transaction [Line Items]
Royalties Percentage				5.00%
Services Reimbursement [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Royalties Percentage				2.00%
Services Reimbursement [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Royalties Percentage				5.00%
Series B Preferred Stock [Member] | Fixed Research Fee [Member]
Related Party Transaction [Line Items]
Proceeds from Issuance of Preferred Stock and Preference Stock				$ 25,000,000
President [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage		3.60%		3.60%

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Common Stock: (Details Textual) - $ / shares		1 Months Ended	9 Months Ended
	Jan. 11, 2017	Aug. 01, 2017	Sep. 30, 2017	Feb. 17, 2017	Dec. 31, 2016
Class of Stock [Line Items]
Common Stock, Shares Authorized	12,500,000		150,000,000	150,000,000	150,000,000
Stock Issued During Period, Shares, Issued for Services		4,063
Shares Issued, Price Per Share		$ 4.21
Stockholders' Equity, Reverse Stock Split	1-for-32
Exercise Price 12.80 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 12.80
Exercise Price 0.32 [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 0.32
Scenario, Previously Reported [Member]
Class of Stock [Line Items]
Common Stock, Shares Authorized	400,000,000
108 holders [Member] | Exercise Price 12.80 [Member]
Class of Stock [Line Items]
Warrants Exercisable			77,721
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			77,721
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 12.80
108 holders [Member] | Exercise Price 0.32 [Member]
Class of Stock [Line Items]
Warrants Exercisable			1,051,371
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			1,051,371
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 0.32

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Stock Options: (Details) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Outstanding	675,812
Number of Shares, Options granted	9,375
Number of Shares, Less options forfeited	(1,952)
Number of Shares, Less options expired/cancelled	0
Number of Shares, Less options exercised	0
Number of Shares, Outstanding	683,235	675,812
Number of Shares, Options exercisable	481,225
Weighted-Average Exercise Price, Outstanding	$ 23.54
Weighted-Average Exercise Price, Options granted	15.77
Weighted - Average Exercise Price, options forfeited	19.2
Weighted-Average Exercise Price, options expired/cancelled	0
Weighted-Average Exercise Price, Options exercised	0
Weighted-Average Exercise Price, Outstanding	23.45	$ 23.54
Weighted-Average Exercise Price, Options exercisable	$ 27.43
Weighted-Average Remaining Contractual Term, Outstanding (in years)	8 years 3 months 18 days	8 years 3 months 18 days
Weighted-Average Remaining Contractual Term, exercisable (in years)	8 years
Aggregate Intrinsic Value, Outstanding	$ 0	$ 0
Aggregate Intrinsic Value, exercisable	$ 0

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Stock Options: (Details Textual) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 23, 2014	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Apr. 11, 2017	Mar. 17, 2017	Mar. 09, 2017	Nov. 21, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate				0.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate				89.31%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate				2.42%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value				$ 13.57
Employee Benefits and Share-based Compensation		$ 231,101	$ 550,092	$ 682,422	$ 964,779
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options		$ 2,200,000		$ 2,200,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition				3 years 1 month 6 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				9,375
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price				$ 15.77
Two Thousand Seventeen Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized								800,000
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		70,000		70,000
Non-Qualified Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized						248,445	70,000
Equity Incentive Plan 2013 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		218,750		218,750
Equity Incentive Plan 2013 [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	312,500
Equity Incentive Plan 2013 [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	93,750
Equity Incentive Plan Amendment [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized									685,325

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Common Stock  Warrants: (Details)	9 Months Ended
	Sep. 30, 2017 shares
Warrants outstanding January 1, 2017	6,244,366
Warrants exercised	(1,129,092)
Warrants outstanding September 30, 2017	5,115,274

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Common Stock Warrants: (Details Textual)	Sep. 30, 2017 $ / shares shares
Exercise Price 0.32 [Member]
Class of Warrant or Right, Outstanding | shares	161,440
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.32
Exercise Price 12.80 [Member]
Class of Warrant or Right, Outstanding | shares	3,751,033
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 12.80
Exercise Price 6.40 [Member]
Class of Warrant or Right, Outstanding | shares	382,887
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 6.40
Exercise Price 32.00 [Member]
Class of Warrant or Right, Outstanding | shares	819,914
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 32.00