UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 828, 2025

Petros Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other
jurisdiction of
incorporation)

001-39752

(Commission
File Number)

85-1410058

(I.R.S. Employer

Identification No.)

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036
(Address of principal executive offices) (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:

¨	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	PTPI	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, Petros Pharmaceuticals, Inc. (the “Company”) recently received, and requested an appeal of, a delisting notice related to the Company’s low bid price pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii). On April 828, 2025, ~~the~~ Nasdaq notified the Company ~~that~~(the “Notice”) it ~~did~~had ~~not~~public ~~comply~~interest ~~with~~concerns regarding the ~~$2.5~~Company’s ~~million~~public ~~minimum~~offering ~~stockholders’ equity~~of ~~requirement~~securities that closed on February 19, 2025, which serves as ~~set~~an ~~forth~~additional inbasis ~~Nasdaq~~for ~~Listing~~delisting ~~Rule~~the ~~5550(b)(1).~~Company’s ~~Pursuant~~securities pursuant to Nasdaq Listing Rule 5810(d),. ~~this~~The ~~deficiency now becomes an additional basis for delisting, and as such, the~~ Company intends to address these concerns before a Nasdaq Hearings Panel (the “Panel”). As a result of the Company’s hearing request pending appeal notice, all delisting actions have been stayed, pending a hearing before the Panel. The Notice has no immediate impact on the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which will continue to be traded on Nasdaq.

Item 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.0203. ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers~~Year.

AsOn ~~reported~~April ~~below~~29, ~~under~~2025, ~~Item~~the ~~5.07~~Company filed a Certificate of ~~this~~Amendment ~~Current~~(the “Certificate of Amendment”) of Amended and Restated Certificate of Incorporation (the “Certificate ~~Report~~of onIncorporation”) ~~Form~~with 8the Secretary of State of Delaware to effect a 1-K,for-25 reverse stock split of the shares of the Company’s Common Stock either issued and outstanding or held aby ~~special~~the ~~meeting~~Company as treasury stock, effective as of ~~stockholders~~4:05 p.m. (New York time) on April 1030, 2025 (the “~~Special~~Reverse ~~Meeting~~Stock Split”),. atAs ~~which~~ previously disclosed, the Company’s ~~stockholders~~held ~~approved~~its an2024 ~~amendment~~annual meeting of stockholders (the “~~Incentive~~Annual ~~Plan Amendment~~Meeting”) toon November 20, 2024, at which meeting the ~~Third~~Company’s ~~Amendment~~stockholders approved the amendment to the ~~Petros Pharmaceuticals,~~Company’s ~~Inc.~~Certificate ~~Amended~~of ~~and~~Incorporation ~~Restated~~to ~~2020~~effect ~~Omnibus~~a ~~Incentive~~reverse ~~Compensation~~stock ~~Plan~~split (of the ~~“Incentive~~Common ~~Plan”)~~Stock toat ~~increase~~a ~~the~~ratio ~~aggregate~~in ~~number~~the ofrange ~~shares~~ of ~~common~~1-for-2 ~~stock~~to 1-for-25, ~~par~~with ~~value~~such ~~$0.0001~~ratio ~~per~~to ~~share~~be determined by the Company’s Board of Directors (the “~~Common Stock~~Board”) and ~~available~~included ~~for~~in ~~the~~a ~~grant~~public ofannouncement. ~~awards under~~Following the ~~Incentive~~Annual ~~Plan~~Meeting, bythe ~~1,000,000,000,~~Board determined to aeffect ~~total~~the Reverse Stock Split at a ratio of 1~~,002,760,000~~-for-25 ~~shares~~and approved the corresponding final form of ~~Common~~the ~~Stock~~Certificate of Amendment.

~~For~~As ~~more~~a ~~information~~result ~~about~~of the ~~Incentive~~Reverse ~~Plan Amendment~~Stock Split, ~~see~~every 25 ~~the~~shares ~~Company’s~~of ~~definitive~~issued ~~proxy~~and ~~statement~~outstanding onCommon ~~Schedule~~Stock ~~14A~~was ~~filed~~automatically ~~with~~combined ~~the~~into ~~Securities~~one issued and ~~Exchange~~outstanding ~~Commission~~share onof ~~March 18,~~Common ~~2025~~Stock ~~(the~~without any ~~“Proxy~~change ~~Statement”),~~in the ~~relevant~~par ~~portions~~value ofper ~~which~~share. ~~are~~No ~~incorporated~~fractional ~~herein~~shares bywere ~~reference.~~issued ~~The~~as ~~foregoing~~a ~~description~~ result of the ~~Incentive~~Reverse ~~Plan~~Stock ~~Amendment~~Split. ~~does~~Any ~~not~~fractional ~~purport~~shares that towould beotherwise ~~complete~~have ~~and~~resulted isfrom ~~qualified~~the inReverse ~~its~~Stock ~~entirety~~Split bywere ~~reference~~rounded up to the ~~complete~~next ~~text~~whole ~~of the~~number. ~~Incentive~~The ~~Plan~~number ~~Amendment,~~of aauthorized ~~copy~~ shares of ~~which~~Common isStock ~~filed~~under asthe ~~Exhibit~~Certificate ~~10.1~~of toIncorporation ~~this~~remains ~~Current~~unchanged ~~Report~~at on7,000,000,000 ~~Form 8-K and is incorporated by reference herein~~shares.

~~Item~~Proportionate ~~5.03~~adjustments ~~Amendments~~were made to ~~Articles~~the per share exercise price and the number of ~~Incorporation~~shares orof ~~Bylaws;~~Common ~~Change~~Stock that may be purchased upon exercise of outstanding stock options granted by the Company. The number of shares reserved for issuance under the Company’s 2020 Omnibus Incentive Compensation Plan (the “2020 Plan”) was proportionately reduced in ~~Fiscal~~accordance ~~Year~~with the terms of the 2020 Plan.

AtThe the Company’s Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Share Increase Amendment”) to increase the number of authorized shares of the Common Stock ~~from~~began ~~250,000,000~~trading ~~shares~~on ~~to 7,000,000,000 and to make~~ a ~~corresponding~~Reverse ~~change~~Stock toSplit-adjusted ~~the~~basis ~~number~~on ofNasdaq ~~authorized~~on ~~shares~~May of1, ~~the~~2025. ~~Company’s~~The ~~capital~~trading ~~stock.~~symbol ~~Following~~for the ~~Special~~Common ~~Meeting,~~Stock onwill ~~April~~remain ~~11,~~“PTPI.” ~~2025,~~The ~~the~~new ~~Company~~CUSIP number ~~filed~~for the ~~Share~~Common ~~Increase~~Stock ~~Amendment~~following ~~with~~ the ~~Secretary~~Reverse ofStock ~~State~~Split ofis ~~Delaware~~71678J308.

For more information about the ~~Share~~Reverse ~~Increase~~Stock ~~Amendment~~Split, see the Company’s ~~Proxy~~ ~~Statement~~definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 25, 2024, the relevant portions of which are incorporated herein by reference. The information set forth herein is qualified in its entirety by reference to the complete text of the ~~Share~~Certificate ~~Increase~~of Amendment, a copy of which is filed with this report as Exhibit 3.1 ~~to this Current Report on Form 8-K and is incorporated by reference herein~~.

Item 59.0701. ~~Submission~~Financial ofStatements ~~Matters~~and ~~to a Vote of Security Holders~~Exhibits.

On April 10, 2025, the Company held the Special Meeting. As of the close of business on February 19, 2025, the record date for the Special Meeting, there were 29,929,668 shares of the Company’s Common Stock issued and outstanding, with each share entitled to one vote, and 567.85 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (~~“Preferred Stock”~~d), ~~issued and outstanding, with the Preferred Stock entitled to an aggregate of 252,374 votes, constituting all of the eligible securities entitled to vote on the proposals described below~~Exhibits. ~~Holders of the Company’s Common Stock and Preferred Stock with a total aggregate voting power of 15,848,892 votes were present in person or represented by proxy at the Special Meeting.~~

The matters described below were submitted to a vote of the holders of the Company’s Common Stock and Preferred Stock at the Special Meeting. Each proposal is described in detail in the Company’s Proxy Statement. All proposals were approved by the Company’s stockholders.

Exhibit Number		Description
3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Petros Pharmaceuticals, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1. Approval, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock underlying the Series A warrants (the “Series A Warrants”) and Series B warrants (the “Series B Warrants” and, together with the Series A Warrants, the “Series Warrants”), including by operation of certain anti-dilution provisions contained therein, issued by us in a public offering transaction (the “Offering”) on February 19, 2025 (including an aggregate of approximately 1,064,846,416.38 shares of Common Stock issuable upon exercise of the Series Warrants, which consists of (i) an aggregate of approximately 81,911,262.80 shares of Common Stock issuable upon exercise of 40,000,000 Series A Warrants issued in the Offering (assuming the full exercise of the Series A Warrants at an exercise price equal to the floor price of $0.0586) and (ii) an aggregate of approximately 982,935,153.58 shares of Common Stock issuable upon exercise of 40,000,000 Series B Warrants issued in the Offering (assuming (x) the full exercise of the Series B Warrants at an exercise price equal to the floor price of $0.0586 and (y) all the Series B Warrants are exercised on the “zero exercise price” basis).SIGNATURES

For		Against		Abstain		Broker Non-Votes
4,531,733		723,510		113,054		2,980,595

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.

2. Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, at the discretion of the Board but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Special Meeting, a reverse stock split of all of the outstanding shares of the Company’s Common Stock at a ratio in the range of 1-for-250 to 1-for-500, with such ratio to be determined by the Board in its discretion and included in a public announcement.

	PETROS PHARMACEUTICALS, INC.

Date: May 2, 2025	By:	/s/ Fady Boctor
		Name: Fady Boctor
		Title: President and Chief Commercial Officer

For		Against		Abstain		Broker Non-Votes
14,593,543		1,001,281		254,068		-

3. Approval of the Third Amendment to the Incentive Plan to increase the total number of shares of the Company’s Common Stock authorized for issuance under such plan by 1,000,000,000, to a total of 1,002,760,000 shares of Common Stock.

For		Against		Abstain		Broker Non-Votes
12,020,754		744,560		102,983		2,980,595

4. Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of our authorized shares of Common Stock from 250,000,000 shares to 7,000,000,000 shares and to make a corresponding change to the number of authorized shares of capital stock.

For		Against		Abstain		Broker Non-Votes
12,027,754		719,437		121,731		2,980,595

5. Approval of a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the proposals presented at the Special Meeting.

For		Against		Abstain		Broker Non-Votes
14,960,599		678,202		210,091		-

For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the Special Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Petros Pharmaceuticals, Inc.
10.1		Third Amendment to the Petros Pharmaceuticals, Inc. Amended and Restated 2020 Omnibus Incentive Compensation Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 11, 2025	By:	/s/ Fady Boctor
		Name: Fady Boctor
		Title: President and Chief Commercial Officer

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