Amendment to Advisory Consulting Agreement, dated as of December 31, 2018, by and between the Company and Maxim Group LLC

Exhibit 10.2

AMENDMENT NO. 1 TO

ADVISORY CONSULTING AGREEMENT

AMENDMENT NO. 1 TO ADVISORY CONSULTING AGREEMENT (the “Amendment”) dated as of December 31, 2018, by and between MAXIM GROUP LLC, a broker dealer registered with the Financial Industry Regulatory Authority (“FINRA”) (“Maxim”) and NEUROTROPE, INC., a publicly traded company incorporated in the State of Nevada (the “Company”).

WHEREAS, Maxim and Neurotrope entered into that certain Advisory Consulting Agreement, dated as of December 14, 2018 (the “Agreement”), and now desire to amend the Agreement to reflect certain changes agreed to by the parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Company and Maxim agree as follows:

“Also, at the closing of the Offering, the Company will deliver to Maxim (or its designees), warrants to purchase 12,500 shares of the Company’s Common Stock (the “Consulting Warrants”). The Consulting Warrants shall have an exercise price equal to $6.25 and expire five (5) years from the date of grant, include a net exercise provision (in the event of the resale of the shares of common stock underlying the Consulting Warrants are not then registered or in the event of a sale of the Company), and include the customary anti-dilution provisions covering stock splits, dividends, mergers and similar transactions. All warrants shall not be transferable until after six months from issuance except, to the extent permitted by applicable laws, transfers to Maxim’s employees and affiliates and the warrants may be issued directly to Maxim’s employees and affiliates at Maxim’s request.”

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.