SecProbe.io

CORRESP
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 filename1.htm

 TAO Synergies Inc.

 1185 Avenue of the Americas, 3rd Floor

 New York, New York 10036

 November 19, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: David Gessert

 Re:
 TAO Synergies Inc.

 Registration Statement on Form S-3

 Filed November 12, 2025

 File No. 333-291468 (the "Registration
Statement")

 Acceleration Request

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, TAO Synergies Inc. (the "Registrant") hereby respectfully requests that the
Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Friday, November 21,
2025, at 5:00 p.m., Eastern Time, or as soon as thereafter practicable.

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

 Please contact Jeffrey D. Cohan of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6710 with any questions regarding this request.

 Very truly yours,

 TAO SYNERGIES INC.

 /s/ Robert Weinstein

 Robert Weinstein

 Chief Financial Officer, Secretary and Executive Vice President

 cc:
 Mintz, Levin. Cohn. Ferris. Glovsky and Popeo. P.C

 Kenneth R. Koch, Esq.

 Daniel A. Bagliebter, Esq.

 Jeffrey D. Cohan, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 15, 2025

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

 Re: TAO Synergies Inc.
 Registration Statement on Form S-3
 Filed July 11, 2025
 File No. 333-288647
Dear Robert Weinstein:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Doris Stacey Gama at 202-551-3188 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Daniel A. Bagliebter, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 TAO Synergies Inc.

 1185 Avenue of the Americas, 3rd Floor

 New York, New York 10036

 July 15, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Doris Stacey Gama

 Re: TAO Synergies Inc.

 Registration Statement on Form S-3

 Filed July 11, 2025

 File No. 333-288647 (the "Registration
Statement")

 Acceleration Request

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, TAO Synergies Inc. (the "Registrant") hereby respectfully requests that the
Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Thursday, July 17,
2025, at 9:00 a.m., Eastern Time, or as soon as thereafter practicable.

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

 Please contact Daniel A. Bagliebter of Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6856 with any questions regarding this request.

 Very truly yours,

 TAO SYNERGIES INC.

 /s/ Robert Weinstein

 Robert Weinstein

 Chief Financial Officer, Secretary and Executive Vice President

 cc: Mintz, Levin. Cohn. Ferris.
Glovsky and Popeo. P.C

 Kenneth R. Koch, Esq.

 Daniel A. Bagliebter, Esq.

CORRESP
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SYNAPTOGENIX, INC.

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036

October 17, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lauren Hamill

 Re: Synaptogenix, Inc.

Registration Statement on Form S-3

Filed October 10, 2024

File No. 333-282589 (the “Registration
Statement”)

Acceleration Request

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, Synaptogenix, Inc. (the “Registrant”) hereby respectfully requests that the
Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Monday, October 21,
2024, at 4:00 p.m., Eastern Time, or as soon as thereafter practicable.

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

Please contact Daniel A. Bagliebter of Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6856 with any questions regarding this request.

    Very truly yours,

    SYNAPTOGENIX, INC.

    /s/ Robert Weinstein

    Robert Weinstein

    Chief Financial Officer, Secretary and Executive Vice President

 cc: Mintz, Levin. Cohn. Ferris. Glovsky and Popeo. P.C

Kenneth R. Koch, Esq.

Daniel A. Bagliebter, Esq.

October 16, 2024
Alan Tuchman
Chief Executive Officer
Synaptogenix, Inc.
1185 Avenue of the Americas, 3rd Floor
New York, NY 10036
Re:Synaptogenix, Inc.
Registration Statement on Form S-3
Filed October 10, 2024
File No. 333-282589
Dear Alan Tuchman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Daniel Bagliebter

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SYNAPTOGENIX, INC.

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036

December 22, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Daniel Crawford

Re: Synaptogenix, Inc.

Registration Statement on Form S-3

Filed December 16, 2022

File No. 333-268831 (the “Registration Statement”)

Acceleration Request

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, Synaptogenix, Inc. (the “Registrant”) hereby respectfully requests that the
Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Tuesday, December 27,
2022, at 4:00p.m., Eastern Time, or as soon as thereafter practicable.

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

Please contact Daniel A. Bagliebter of Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6856 with any questions regarding this request.

    Very truly yours,

    SYNAPTOGENIX, INC.

    /s/ Robert Weinstein

    Robert Weinstein

    Chief Financial Officer, Secretary and Executive Vice President

cc: Mintz, Levin. Cohn. Ferris. Glovsky and Popeo. P.C

Kenneth R. Koch, Esq.

Daniel A. Bagliebter, Esq.

United States securities and exchange commission logo
December 22, 2022
Robert Weinstein
Chief Financial Officer
Synaptogenix, Inc.
1185 Avenue of the Americas, 3rd Floor
New York, New York 10036
Re:Synaptogenix, Inc.
Registration Statement on Form S-3
Filed December 16, 2022
File No. 333-268831
Dear Robert Weinstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel Bagliebter, Esq.

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SYNAPTOGENIX,
Inc.

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036

April 25, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: 	Doris Gama and Celeste Murphy

Re: Synaptogenix, Inc.

  Registration Statement on Form S-3

  Filed April 15, 2022

  File No. 333-264325 (the “Registration Statement”)

  Acceleration Request

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities
Act of 1933, as amended, Synaptogenix, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange
Commission accelerate the effective date of the above-referenced Registration Statement to Wednesday, April 27, 2022, at 4:01p.m., Eastern
Time, or as soon as thereafter practicable.

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

Please contact Daniel A. Bagliebter of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6856 with any questions regarding this request.

    Very truly yours,

    SYNAPTOGENIX, INC.

    /s/ Robert Weinstein

    Robert Weinstein

    Chief Financial Officer, Secretary and Executive Vice President

cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

  Kenneth R. Koch, Esq.

  Daniel A. Bagliebter, Esq.

United States securities and exchange commission logo
April 21, 2022
Robert Weinstein
Chief Financial Officer
Synaptogenix, Inc.
1185 Avenue of the Americas, 3rd Floor
New York, NY 10036
Re:Synaptogenix, Inc.
Registration Statement on Form S-3
Filed April 15, 2022
File No. 333-264325
Dear Mr. Weinstein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Doris Gama at 202-551-3188 or Celeste Murphy at 202-551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel Bagliebter, Esq.

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Synaptogenix, Inc.

1185 Avenue of the Americas, 3rd
Floor

New York, New York 10036

July 2, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jane Park

 Re: Synaptogenix, Inc.

Registration Statement on Form S-1

File No. 333-257364

Request for Acceleration

Dear Ms. Park:

Pursuant to Rule 461 of Regulation
C promulgated under the Securities Act of 1933, as amended, Synaptogenix, Inc. (the “Registrant”) hereby requests acceleration
of the effective date of its Registration Statement on Form S-1 (File No. 333-257364), so that it may become effective at 5:00 p.m. (Washington,
D.C. time) on July 6, 2021, or as soon thereafter as practicable.

Please call Daniel Bagliebter,
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6856 with any comments or questions regarding
this matter.

    Very truly yours,

    Synaptogenix, Inc.

    By:
     /s/ Robert Weinstein

    Name: Robert Weinstein

    Title: Chief Financial Officer

    cc:
    Synaptogenix, Inc.

    Alan Tuchman, M.D.

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    Daniel A. Bagliebter, Esq.

United States securities and exchange commission logo
July 1, 2021
Alan Tuchman
Chief Executive Officer
Synaptogenix, Inc.
1185 Avenue of the Americas, 3rd Floor
New York, New York 10036
Re:Synaptogenix, Inc.
Registration Statement on Form S-1
Filed June 24, 2021
File No. 333-257364
Dear Dr. Tuchman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Daniel Bagliebter, Esq.

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Synaptogenix, Inc.

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036

April 27, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey Gabor

    Re:
    Synaptogenix, Inc.

    Registration Statement on Form S-1

    File No. 333-252822

    Request for Acceleration

Dear Mr. Gabor:

Pursuant to Rule 461
of Regulation C promulgated under the Securities Act of 1933, as amended, Synaptogenix, Inc. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-252822), so that it may become effective
at 5:00 p.m. (Washington, D.C. time) on April 29, 2021, or as soon thereafter as practicable.

Please call Daniel Bagliebter,
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6856 with any comments or questions regarding
this matter.

    Very truly yours,

Synaptogenix, Inc.

    By:
    /s/ Robert Weinstein

    Name:
    Robert Weinstein

    Title:
    Chief Financial Officer

 cc: Synaptogenix, Inc.

Alan Tuchman, M.D.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Daniel A. Bagliebter, Esq.

CORRESP
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November 6, 2020

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attention: David Gessert

    Re:
    Neurotrope Bioscience, Inc.

    Registration Statement on Form S-1

    File No. 333-249434

    Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of
the Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act of 1933, as amended,
Neurotrope Biocience, Inc. (“Neurotrope Bioscience”) hereby requests that the effective date of the above-referenced
Registration Statement on Form S-1 (File No. 333-249434), as amended (the “Registration Statement”),
be accelerated to 4:30 p.m. Eastern Time, on Monday, November 9, 2020.

Neurotrope Bioscience requests that it be notified of the effectiveness
of the Registration Statement on Form S-1 by telephone call to its counsel Jeffrey P. Schultz at (212) 692-6732, followed
by written confirmation to the addresses listed on the cover page of the Registration Statement. Thank you for your attention to
this matter.

[Signature page follows]

        Very truly yours,

    NEUROTROPE BIOCIENCE, INC.

        By:

        /s/ Robert Weinstein

    Name:
    Robert Weinstein

    Title:
    Chief Financial Officer

 cc: Securities and Exchange Commission

Eric Envall

Franklin Wyman

Brian Cascio

David Gessert

Neurotrope Bioscience, Inc.

Robert Weinstein

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

Kenneth R. Koch, Esq.

CORRESP
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    666
        Third Avenue

        New
        York, NY 10017

        212
        935 3000

        mintz.com

November 5, 2020

VIA EDGAR & OVERNIGHT MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Washington, D.C. 20549

Attention: David Gessert, Office of Life Sciences

Re: Neurotrope Bioscience, Inc.

Registration Statement on Form S-1

Filed October 9, 2020

File No. 333-249434 (the “Registration Statement”)

Ladies and Gentlemen:

We are submitting this
letter on behalf of Neurotrope Bioscience, Inc. (the “Company”) in response to a verbal comment from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) received
telephonically, with respect to the Company’s Registration Statement on Form S-1, filed on October 9, 2020 and amended on
October 30, 2020 (as amended, the “Registration Statement”). In conjunction with this letter, the Company is
submitting Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) to the Commission.

For reference purposes,
the verbal comment has been reproduced herein with a response below such comment. For your convenience, we have italicized the
reproduced verbal comment. The response provided herein is based upon information provided to Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C. by representatives of the Company. Where appropriate, the Company has responded to the Staff’s comments by
making changes to the applicable disclosure in the Amended Registration Statement. Page numbers referred to in the responses reference
the applicable pages of the Amended Registration Statement.

Risk Factors, page 39 and Description
of our Capital Stock, page 124

 1. Please harmonize the disclosure in the Risk Factors and in the Description of Capital Stock sections with the new exclusive
forum provision in Section 12 of the form of Amended and Restated Certificate of Incorporation.

Response: The Staff’s
comment is acknowledged and the Company has revised the disclosure on pages 39 and 124 as requested.

*      *      *

The Company understands that it is responsible
for the adequacy and accuracy of the disclosure in its filing; Staff comments or changes to disclosure to Staff comments do not
foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Boston       London       Los
Angeles       New York       San Diego       San
Francisco      Washington

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY
AND POPEO, P.C.

    MINTZ

November 5, 2020

Page 2

Please do not hesitate
to contact me or Kenneth R. Koch of this firm at (212) 935-3000 with any comments or questions regarding this letter. Thank you
for your time and attention.

    Very truly yours,

    /s/ Jeffrey P. Schultz

    Jeffrey P. Schultz, Esq.

 cc: Securities and Exchange Commission

Eric Envall

Franklin Wyman

Brian Cascio

David Gessert

Neurotrope Bioscience, Inc.

Robert Weinstein

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

Kenneth R. Koch, Esq.

CORRESP
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        666 Third Avenue

        New York, NY 10017

        212 935 3000

        mintz.com

October 9, 2020

Via EDGAR and by Overnight Mail

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Washington, D.C. 20549

Attention: David Gessert, Office of Life Sciences

 Re: Neurotrope Bioscience, Inc.

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

CIK No. 0001571934

Ladies and Gentlemen:

We are submitting
this letter on behalf of Neurotrope Bioscience, Inc. (the “Company”) in response to comments from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated
August 25, 2020 (the “Comment Letter”) from the Division of Corporate Finance, Office of Life Sciences, to Robert Weinstein,
Chief Financial Officer, of the Company, relating to the above-referenced Draft Registration Statement on Form S-1, as originally
submitted to the Commission on July 30, 2020 (the “Draft Form S-1”). In conjunction with this letter, the Company
is filing via EDGAR for review by the Staff an amended registration statement on Form S-1 (“Amended Registration Statement”).

For convenient reference,
we have set forth below in italics each of the Staff’s comments set forth in the Comment Letter and have keyed the Company’s
responses to the numbering of the comments and the headings used in the Comment Letter. All of the responses are based on information
provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company. Where appropriate, the Company
has responded to the Staff’s comments by making changes to the disclosure in the Amended Registration Statement. Page numbers
referred to in the responses reference the applicable pages of the Amended Registration Statement.

General

 1. Comment: 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.

Response: The Staff’s
comment is acknowledged and the Company has revised the disclosure on pages 7, 59, 60, 65, 66 and 69 of the Amended Registration
Statement as requested.

Notes to Unaudited Pro Forma Condensed Financial Statements

Pro Forma Adjustments, page 62

 2. Comment: 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.

Response: The Company respectfully acknowledges
the Staff’s comment. Please note pro forma adjustment J in the Form S-4 registration statement refers to general & administrative
expenses related to public company expenses including salaries, insurance and stock listing fees for the year ended December 31,
2019 and the six months ended June 30, 2020 respectively. Following the Company’s anticipated spin-off, the Company will
remain a publicly traded entity and therefore expects to incur the aforementioned expenses. Accordingly, the Company believes that
it is proper to omit a pro forma adjustment for these expenses.

Exhibit Index

Exhibit 3.1, Amended and Restated Certificate of Incorporation
of Neurotrope Bioscience, Inc., page II-5

 3. Comment: 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.

Response: In response
to the Staff’s comment, the Company has amended the Risk Factors and Description of Capital Stock sections of the Amended
Registration Statement on pages 38 and 123, respectively. The Risk Factors section in the Amended Registration Statement now physically
includes the risk factor below (for your ease of reference, the revisions are emphasized below by italicized text). As revised,
we believe it addresses the Staff’s comment. The Company will also prospectively include this revised disclosure in the Risk
Factors sections of its future quarterly and annual reports.

Provisions in our certificate
of incorporation, our bylaws or Delaware law might discourage, delay or prevent a change in control of our company or changes in
our management and, therefore, depress the trading price of our Common Stock.

Provisions of our articles of
incorporation, bylaws, shareholder rights plan or Delaware law may discourage, delay or prevent a merger, acquisition or other
change in control that stockholders may consider favorable, including transactions in which our stockholders might otherwise receive
a premium for their shares. These provisions may also prevent or frustrate attempts by our stockholders to change the composition
of our Board or to replace or remove our management. These provisions include:

     Boston       London       Los Angeles       New York       San Diego       San Francisco      Washington

MINTZ,
                                         LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

 · limitations on the removal of directors;

 · advance notice requirements for stockholder proposals and nominations;

 · limitations on the ability of stockholders to call and bring business before special meetings and
to take action by written consent in lieu of a meeting;

 · limitations on the liability of, and the provision of indemnification to, our director and officers;
and

 · the ability of our Board of directors to authorize the issuance of blank check preferred stock,
which could be issued with voting, liquidation, dividend and other rights superior to our Common Stock.

In addition, we are subject to
Section 203 of the DGCL, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination with
an interested stockholder for a period of three years following the date such person becomes an interested stockholder, unless
the business combination or the transaction in which such person becomes an interested stockholder is approved in a prescribed
manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting
in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person that, together
with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own,
15.0% or more of a corporation’s voting stock. The existence of this provision may have an anti-takeover effect with respect
to transactions not approved in advance by our Board and the anti-takeover effect includes discouraging attempts that might result
in a premium over the market price for the shares of our Common Stock.

In addition, our amended and
restated certificate of incorporation, to the fullest extent permitted by law, provides that the Court of Chancery of the State
of Delaware will be the exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a
breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our amended and restated certificate
of incorporation, or our amended and restated bylaws; or any action asserting a claim against us that is governed by the internal
affairs doctrine. This exclusive forum provision does not apply to suits brought to enforce a duty or liability created by the
Exchange Act. It could apply, however, to a suit that falls within one or more of the categories enumerated in the exclusive forum
provision and asserts claims under the Securities Act, inasmuch as 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 rule
and regulations thereunder. There is uncertainty as to whether a court would enforce such provision with respect to claims under
the Securities Act, and our stockholders will not be deemed to have waived our compliance with the federal securities laws and
the rules and regulations thereunder.

This choice of forum provision
may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any
of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims. Alternatively, if a
court were to find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable
or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which
could harm our business, results of operations and financial condition.

     Boston       London       Los Angeles       New York       San Diego       San Francisco      Washington

MINTZ,
                                         LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

The existence of the foregoing
provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of
our Common Stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that investors could
receive a premium for their shares of our Common Stock in an acquisition.

*	*	*

The Company understands that it is responsible
for the adequacy and accuracy of the disclosure in its filing; Staff comments or changes to disclosure to Staff comments do not
foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate
to contact me or Kenneth R. Koch of this firm at (212) 935-3000 with any comments or questions regarding this letter. Thank you
for your time and attention.

Very truly yours,

/s/ Jeffrey P. Schultz

Jeffrey P. Schultz, Esq.

 cc: Securities and Exchange Commission

Eric Envall

Franklin Wyman

Brian Cascio

David Gessert

Neurotrope Bioscience, Inc.

Robert Weinstein

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

Kenneth R. Koch, Esq.

     Boston       London       Los Angeles       New York       San Diego       San Francisco      Washington

MINTZ,
                                         LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

United States securities and exchange commission logo
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.

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