Petros Pharma Files 8-K on Material Agreements

TL;DR

Petros Pharma filed an 8-K detailing material agreements and changes to corporate structure.

AI Summary

Petros Pharmaceuticals, Inc. filed an 8-K on January 24, 2025, reporting on events that occurred on January 23, 2025. The filing indicates a material definitive agreement, modifications to security holder rights, and amendments to its articles of incorporation or bylaws. Specific details regarding the nature of these agreements or amendments were not fully disclosed in the provided text.

Why It Matters

This 8-K filing signals significant corporate actions by Petros Pharmaceuticals, Inc., which could impact its business operations, financial structure, or shareholder rights.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and modifications to security holder rights, which can introduce significant business or financial risks.

Key Players & Entities

• Petros Pharmaceuticals, Inc. (company) — Registrant
• January 23, 2025 (date) — Earliest event reported
• January 24, 2025 (date) — Date of report
• 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
• $500,000 — nts on hand in amount equal to at least $500,000, and (iv) amend the restrictive covenan

Filing Documents

• tm254392d1_8k.htm (8-K) — 28KB
• tm254392d1_ex3-1.htm (EX-3.1) — 16KB
• tm254392d1_ex10-1.htm (EX-10.1) — 20KB
• 0001104659-25-005980.txt ( ) — 247KB
• ptpi-20250123.xsd (EX-101.SCH) — 3KB
• ptpi-20250123_lab.xml (EX-101.LAB) — 33KB
• ptpi-20250123_pre.xml (EX-101.PRE) — 22KB
• tm254392d1_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 January 23, 2025, 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 (i) amend the Certificate of Designations, as described below, by filing a Certificate of Amendment to the Certificate of Designations with the Secretary of State (the "Certificate of Amendment"), (ii) defer any payment amounts that have accrued and that are unpaid as of January 23, 2025 pursuant to the Certificate of Designations, to February 15, 2025, and (iii) waive any breach or violation of the Purchase Agreement, the Certificate of Designations, or the Warrants resulting from the Company's failure to pay such outstanding amounts. The Certificate of Amendment amends the Certificate of Designations to (i) extend the maturity date to February 15, 2025, (ii) modify the schedule of Installment Dates (as defined in the Certificate of Designations), (iii) amend the restrictive covenant of the Certificate of Designations such that the Company

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 January 23, 2025, 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: January 24, 2025 By: /s/ Fady Boctor Name: Fady Boctor Title: President and Chief Commercial Officer

View Full Filing

View this 8-K filing on SEC EDGAR