Petros Pharmaceuticals Files 8-K for Material Agreement

TL;DR

PETS filed an 8-K on 10/11/24 for a material definitive agreement and other corporate changes.

AI Summary

Petros Pharmaceuticals, Inc. announced on October 11, 2024, that it entered into a material definitive agreement. The company also reported modifications to the rights of its security holders and amendments to its articles of incorporation or bylaws. This filing is a current report on Form 8-K.

Why It Matters

This filing indicates significant corporate actions by Petros Pharmaceuticals, potentially impacting its structure, operations, or shareholder rights.

Risk Assessment

Risk Level: medium — Material definitive agreements and changes to corporate structure can introduce new risks or alter existing ones for investors.

Key Numbers

• 001-39752 — Commission File Number (Identifies the SEC filing for Petros Pharmaceuticals)
• 85-1410058 — I.R.S. Employer Identification No. (Tax identification number for Petros Pharmaceuticals)

Key Players & Entities

• Petros Pharmaceuticals, Inc. (company) — Registrant
• October 11, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share PTPI The Nasdaq Stock Marke
• $1,000 — $0.0001 per share and a stated value of $1,000 per share (the "Stated Value"), and (ii
• $2.25 — ed Value by a conversion price equal to $2.25 per share, which was the "Minimum Price

Filing Documents

• tm2426416d1_8k.htm (8-K) — 27KB
• tm2426416d1_ex3-1.htm (EX-3.1) — 11KB
• tm2426416d1_ex10-1.htm (EX-10.1) — 18KB
• 0001104659-24-109575.txt ( ) — 238KB
• ptpi-20241011.xsd (EX-101.SCH) — 3KB
• ptpi-20241011_lab.xml (EX-101.LAB) — 33KB
• ptpi-20241011_pre.xml (EX-101.PRE) — 22KB
• tm2426416d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement As previously disclosed, on July 13, 2023, Petros Pharmaceuticals, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the "Investors") pursuant to which it agreed to sell to the Investors (i) shares of the Company's newly-designated Series A Convertible Preferred Stock (the "Series A Preferred Stock"), with a par value of $0.0001 per share and a stated value of $1,000 per share (the "Stated Value"), and (ii) warrants (the "Warrants") to acquire shares of the Company's common stock, par value $0.0001 per share ("Common Stock"). The terms of the Series A Preferred Stock are as set forth in the Certificate of Designations of Series A Convertible Preferred Stock (as amended, the "Certificate of Designations") filed with the Secretary of State of the State of Delaware (the "Secretary of State") on July 14, 2023. On October 11, 2024, the Company entered into an Amendment Agreement with the Required Holders (as defined in the Certificate of Designations), pursuant to which, the Required Holders agreed to amend the Certificate of Designations of the Company's Series A Preferred Stock, as described below, by filing a Certificate of Amendment to the Certificate of Designations with the Secretary of State (the "Certificate of Amendment"). The Certificate of Amendment amends the Certificate of Designations to, among other things, provide that, except as required by applicable law, the holders of the Series A Preferred Stock will be entitled to vote with holders of the Common Stock on an as converted basis, with the number of votes to which each holder of Series A Preferred Stock is entitled to be determined by dividing the Stated Value by a conversion price equal to $2.25 per share, which was the "Minimum Price" (as defined in Nasdaq Listing Rule 5635(d)) applicable immediately before the execution and delivery of the Purchase Agreement,

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders. The matters described in Item 1.01 of this Current Report on Form 8-K related to the Series A Preferred Stock and the filing of the Certificate of Amendment are incorporated herein by reference.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The matters described in Item 1.01 of this Current Report on Form 8-K related to the Series A Preferred Stock and the filing of the Certificate of Amendment are incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 3.1 Certificate of Amendment to the Certificate of Designations of Series A Convertible Preferred Stock of Petros Pharmaceuticals, Inc. 10.1 Form of Amendment Agreement, dated October 11, 2024, by and between Petros Pharmaceuticals, Inc. and the investors party thereto 104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

SIGNATURES 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. PETROS PHARMACEUTICALS, INC. Date: October 17, 2024 By: /s/ Fady Boctor Name: Fady Boctor Title: President and Chief Commercial Officer

View Full Filing

View this 8-K filing on SEC EDGAR