Washington, DC 20549






Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 10, 2015



(Exact name of registrant as specified in its charter)


Nevada 333-172647 46-3522381
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)


50 Park Place, Suite 1401

Newark, New Jersey 07102

(Address of principal executive offices, including ZIP code)


(973) 242-0005

(Registrant’s telephone number, including area code)


Not Applicable

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


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


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

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

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

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




Item 8.01      Other Events.


As previously disclosed, under the Technology License and Services Agreement, dated October 31, 2012 (the “TLSA”), between Neurotrope BioScience, Inc. (the “Company”), a subsidiary of Neurotrope, Inc., on the one hand, and Blanchett Rockefeller Neurosciences Institute (“BRNI”) and NRV II, LLC, on the other hand, the Company received a license to certain technology, including rights relating to an in vitro test system intended to predict the presence of Alzheimer’s disease in humans (the “AD Diagnostic Test”). Further, as previously disclosed, under the Statement of Work and Account Satisfaction Agreement, dated February 4, 2015, between the Company and BRNI (the “SOW”), the Company’s rights to the technology associated with the AD Diagnostic Test automatically revert to BRNI based on certain contractual conditions. On July 10, 2015, the Company’s rights to the technology associated with the AD Diagnostic Test automatically reverted to BRNI in accordance with the SOW. The remaining terms and conditions of the TLSA and the SOW, including the license of technology associated with the Company’s PKC activator research (such as bryostatin), remain in full force and effect, in accordance with the conditions thereof.






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


Dated: July 16, 2015 By:  /s/ Robert Weinstein  
    Name:  Robert Weinstein
Title:    Chief Financial Officer, Executive Vice President, Secretary and Treasurer