CORRESP 1 filename1.htm

Neurotrope, Inc.

205 East 42nd Street – 16th Floor

New York, New York 10017


February 13, 2017



United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Suzanne Hayes, Assistant Director


RE:Neurotrope, Inc.
Registration Statement on Form S-1

File No. 333-215159

Acceleration Request


Dear Ms. Hayes:


With respect to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of Neurotrope, Inc. (the “Company”), that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement to Tuesday, February 14, 2017, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.


In connection with the foregoing request, the Company acknowledges the following:


·should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;


·the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and


·the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.


The cooperation of the staff in meeting the timetable described above is very much appreciated.


Please call Jeffrey Schultz of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (212) 692-6732 with any comments or questions regarding the Registration Statement.



  Very truly yours,
  Neurotrope, Inc.
  /s/ Robert Weinstein  
  By: Robert Weinstein
  Its: Chief Financial Officer, Treasurer,
Secretary and Executive Vice President


cc:Mary Beth Breslin, Securities and Exchange Commission

Jeffrey Schultz, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.