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                             August 25, 2020

       Robert Weinstein
       Chief Financial Officer
       Neurotrope Bioscience, Inc.
       1185 Avenue of the Americas, 3rd Floor
       New York, NY 10036

                                                        Re: Neurotrope
Bioscience, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted July 30,
2020
                                                            CIK No. 0001571934

       Dear Mr. Weinstein:

              We have conducted a limited review of your draft registration
statement. In some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to this letter by providing any requested
information and by publicly
       filing your registration statement and non-public draft submission on
EDGAR. If you do not
       believe our comments apply to your facts and circumstances or do not
believe an amendment is
       appropriate, please tell us why in your response.

               After reviewing the information you provide in response to these
comments and your
       filed registration statement, we may have additional comments.

       Form S-1 Registration Statement Confidentially Submitted on July 30,
2020

       General

   1.                                                   Please make
corresponding changes to this filing to ensure your disclosure is consistent
                                                        with any revisions to
the proxy statement/prospectus that is a part of the Form S-4 (File
                                                        No. 333-240064)
registration statement Petros Pharmaceuticals, Inc. filed, which the staff
                                                        is currently reviewing.
       Notes to Unaudited Pro Forma Condensed Financial Statements
       2. Pro Forma Adjustments, page 62

   2.                                                   Please explain your
basis for omitting a pro forma adjustment to exclude $750,000 and
                                                        $200,000 of general and
administrative expenses    related to public company   s expenses,
                                                        as described in pro
forma adjustment J in your previously-filed Form S-4.
 Robert Weinstein
Neurotrope Bioscience, Inc.
August 25, 2020
Page 2
Exhibit Index
Exhibit 3.1, Amended and Restated Certificate of Incorporation of Neurotrope
Bioscience, Inc.,
page II-5

3.    We note the Eleventh article of your Amended and Restated Certificate of
Incorporation
      provides that the Court of Chancery in the State of Delaware shall be the
sole and
      exclusive forum for certain actions, including derivative actions, except
for any claim
      "which is vested in the exclusive jurisdiction of a court or forum other
than the Court of
      Chancery, or for which the Court of Chancery does not have subject matter
      jurisdiction." Please revise to clearly and prominently describe this
provision in the
      description of your capital stock section. Further, disclose whether the
provision applies
      to actions arising under the Securities Act or Exchange Act. If so,
please also state that
      there is uncertainty as to whether a court would enforce such provision.
If the provision
      applies to Securities Act claims, please also state that investors cannot
waive compliance
      with the federal securities laws and the rules and regulations
thereunder. In that regard,
      we note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal
      and state courts over all suits brought to enforce any duty or liability
created by the
      Securities Act or the rules and regulations thereunder. If this provision
does not apply to
      actions arising under the Securities Act or Exchange Act, please also
ensure that the
      exclusive forum provision in the governing documents states this clearly,
or tell us how
      you will inform investors in future filings that the provision does not
apply to any actions
      arising under the Securities Act or Exchange Act. Additionally, consider
adding a risk
      factor describing any associated risks or other impacts on investors,
including that such
      provisions can discourage claims or limit investors    ability to bring a
claim in a
      judicial forum that they find favorable.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Franklin Wyman at 202-551-3660 or Brian Cascio at
202-551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Eric Envall at 202-551-3234 with any
other questions.



                                                            Sincerely,
FirstName LastNameRobert Weinstein
                                                            Division of
Corporation Finance
Comapany NameNeurotrope Bioscience, Inc.
                                                            Office of Life
Sciences
August 25, 2020 Page 2
cc:       Jeffrey P. Schultz, Esq.
FirstName LastName