PTPI / Petros Pharmaceuticals, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Petros Pharmaceuticals, Inc.
US ˙ OTCPK

Statistik Asas
CIK 1815903
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Petros Pharmaceuticals, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
September 5, 2025 EX-16.1

September 5, 2025

Exhibit 16.1 September 5, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Petros Pharmaceuticals, Inc. under Item 4.01 of its Form 8-K dated September 5, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Petros Pharmaceutic

September 5, 2025 8-K

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): August 29, 2025 Petros Pharmaceut

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): August 29, 2025 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File

August 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2025 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 001-39752 Petros Pharmaceuticals, Inc.

August 14, 2025 EX-10.1

Executive Compensation Agreement, by and between Petros Pharmaceuticals, Inc. and Joshua Silverman, dated as of August 13, 2025.

Exhibit 10.1 EXECUTIVE COMPENSATION AGREEMENT This Executive Compensation Agreement (“Agreement”) is entered into as of August 13, 2025 (“Effective Date”), by and between Petros Pharmaceuticals, Inc. a Delaware corporation (together with its successors and assigns, “Company”), and Josh Silverman (“Executive”). The Company and Executive are each referred to in this Agreement as a “Party” and collec

June 20, 2025 8-K

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): June 16, 2025 Petros Pharmaceutic

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): June 16, 2025 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File Nu

June 20, 2025 EX-99.1

Petros Pharmaceuticals, Inc. Unaudited Pro Forma Consolidated Balance Sheets

Exhibit 99.1 Petros Pharmaceuticals, Inc. Unaudited Pro Forma Consolidated Balance Sheets Proforma Adjustments Proforma as adjusted Total Consolidated PTPI Discontinued Ops for Proforma Adjustments March 31, March 31, March 31, ABC Gain on Gain On Redemption Redemption March 31, 2025 2025 2025 Deconsolidation Vivus of of 2025 (Unaudited) (Unaudited) (Unaudited) of Subsidiaries Settlement Warrants

May 21, 2025 8-K

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): May 20, 2025 Petros Pharmaceutica

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): May 20, 2025 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File Num

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2025 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 001-39752 Petros Pharmaceuticals, Inc.

May 2, 2025 8-K

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 28, 2025 Petros Pharmaceuti

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 28, 2025 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File N

May 2, 2025 EX-3.1

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Petros Pharmaceuticals, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PETROS PHARMACEUTICALS, INC. Petros Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: 1. The Amended and Restated Certificate of Incorporation of the Corporation (the “Certif

April 11, 2025 EX-10.1

Third Amendment to the Petros Pharmaceuticals, Inc. Amended and Restated 2020 Omnibus Incentive Compensation Plan

Exhibit 10.1 THIRD AMENDMENT TO Amended and restated Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation PLAN This third Amendment To amended and restated Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation Plan (this “Amendment”), effective as of April 10, 2025, is made and entered into by Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Terms used i

April 11, 2025 8-K

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 8, 2025 Petros Pharmaceutic

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 8, 2025 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File Nu

April 11, 2025 EX-3.1

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Petros Pharmaceuticals, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PETROS PHARMACEUTICALS, INC. Petros Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: 1. The Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporatio

April 9, 2025 8-K

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 5, 2025 Petros Pharmaceutic

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 5, 2025 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File Nu

April 9, 2025 EX-16.1

Letter from Marcum dated April 9, 2025

Exhibit 16.1 April 9, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Petros Pharmaceuticals, Inc. under Item 4.01 of its Form 8-K dated April 9, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Petros Pharmaceuticals, Inc

March 31, 2025 EX-3.2D4

Certificate of Amendment to the Certificate of Designations of Series A Convertible Preferred Stock of Petros Pharmaceuticals, Inc.

Exhibit 3.2.4 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF PETROS PHARMACEUTICALS, INC. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Amendment to the Certificate of Designations of Series A Convertible Preferred Stock (the “Amendment”) is dated as of March 31, 2025. WHEREAS, the board of directors (the “Bo

March 31, 2025 EX-19.1

Petros Pharmaceuticals, Inc. Insider Trading Policy.

Exhibit 19.1 PETROS PHARMACEUTICALS, INC. INSIDER TRADING POLICY AND PROCEDURES I. Purpose The purpose of this Insider Trader Policy and Procedures (this “Policy”) is to assist Petros Pharmaceuticals, Inc. and its subsidiaries (the “Company” or “Petros”) in complying with applicable federal and state securities laws regarding insider trading, and to preserve the reputation and integrity of the Com

March 31, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-397

March 31, 2025 EX-4.2

Description of Capital Stock.

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK General The following description of the capital stock of Petros Pharmaceuticals, Inc. (“we,” “our” and the “Company”) and provisions of our Amended and Restated Certificate of Incorporation (the “Articles of Incorporation”), and Amended and Restated By-laws (the “By-laws”) are intended as summaries and are qualified by reference to the Articles of Incorpor

March 31, 2025 EX-10.19

Termination Agreement, dated as of March 31, 2025, by and between Vivus LLC and Metuchen Pharmaceuticals LLC.

Exhibit 10.19 TERMINATION AGREEMENT This Termination Agreement (this “Agreement”) is made as of March 31, 2025, by and between VIVUS LLC, a Delaware limited liability company (“VIVUS”), and Metuchen Pharmaceuticals LLC, a Delaware limited liability company (“Licensee”). VIVUS and Licensee are sometimes referred to in this Agreement collectively as the “Parties” and individually as a “Party”. WHERE

March 31, 2025 EX-10.20

Form of Amendment Agreement, dated March 30, 2025, by and between Petros Pharmaceuticals, Inc. and the investors party thereto.

Exhibit 10.20 FORM OF AMENDMENT AGREEMENT This Amendment Agreement (this “Agreement”), dated as of March 30, 2025, is by and between Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each investor listed on the signature pages attached hereto (each an “Investor,” and collectively, the “Investors”). WITNESSETH WHEREAS, the Company and the Investors are party to that certain

March 18, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material under §240.

March 14, 2025 CORRESP

Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, NY 10036

Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, NY 10036 March 14, 2025 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Tim Buchmiller and Suzanne Hayes Re: Petros Pharmaceuticals, Inc. Preliminary Proxy Statement on Schedule 14A Filed on March 7, 2025 File No. 001-39752 (the “

March 14, 2025 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 7, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material under §240.

February 26, 2025 EX-1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

EX-1 2 c111938ex-1.htm Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statement

February 21, 2025 EX-4.1

Form of Pre - Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8 - K filed on February 21, 2025).

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT PETROS PHARMACEUTICALS, INC. Warrant Shares: [*] Initial Issuance Date: February 19, 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth at any time o

February 21, 2025 EX-4.3

Form of Series B Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8 - K filed on February 21, 2025).

Exhibit 4.3 SERIES B COMMON STOCK PURCHASE WARRANT PETROS PHARMACEUTICALS, INC. Warrant Shares: [*] Issuance Date: February 19, 2025 THIS SERIES B COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

February 21, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): February 17, 2025 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fil

February 21, 2025 EX-4.2

Form of Series A Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8 - K filed on February 21, 2025).

Exhibit 4.2 SERIES A COMMON STOCK PURCHASE WARRANT PETROS PHARMACEUTICALS, INC. Warrant Shares: [*] Issuance Date: February 19, 2025 THIS SERIES A COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

February 21, 2025 EX-10.1

Form of Securities Purchase Agreement, dated February 17, 2025, by and between Petros Pharmaceuticals, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 - K filed on February 21, 2025).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of February 17, 2025, between Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, s

February 21, 2025 EX-99.1

Petros Pharmaceuticals Announces Pricing of $9.6 Million Public Offering of Common Stock and Warrants

Exhibit 99.1 Petros Pharmaceuticals Announces Pricing of $9.6 Million Public Offering of Common Stock and Warrants NEW YORK, NY- February 18, 2025 (ACCESS Newswire) - Petros Pharmaceuticals, Inc. (NASDAQ:PTPI) ("Petros" or the "Company"), a company focused on expanding consumer access to medication through over-the-counter ("OTC") drug development programs, today announced the pricing of a public

February 19, 2025 424B4

Petros Pharmaceuticals, Inc. 13,950,012 Units, Each Unit Consisting of One Share of Common Stock, One Series A Warrant to Purchase 0.25 Share of Common Stock and One Series B Warrant to Purchase One Share of Common Stock 26,049,988 Pre-Funded Units,

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-284495 and 333-285005 Prospectus Petros Pharmaceuticals, Inc. 13,950,012 Units, Each Unit Consisting of One Share of Common Stock, One Series A Warrant to Purchase 0.25 Share of Common Stock and One Series B Warrant to Purchase One Share of Common Stock 26,049,988 Pre-Funded Units, Each Unit Consisting of One Pre-Funded Warran

February 14, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Petros Pharmaceuticals, Inc.

February 14, 2025 EX-4.7

Form of Series A Warrant.

Exhibit 4.7 SERIES A COMMON STOCK PURCHASE WARRANT PETROS PHARMACEUTICALS, INC. Warrant Shares: [*] Issuance Date: [], 2025 THIS SERIES A COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the first Tra

February 14, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Petros Pharmaceuticals, Inc.

February 14, 2025 CORRESP

Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, Fl 33432

Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, Fl 33432 February 14, 2025 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Petros Pharmaceuticals, Inc. Registration Statement on Form S-1/A File No. 333-284495 Ladies and Gentlemen: Reference is made to our letter, filed as c

February 14, 2025 CORRESP

Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, Fl 33432

Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, Fl 33432 February 14, 2025 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Petros Pharmaceuticals, Inc. Registration Statement on Form S-1/A File No. 333-284495 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules a

February 14, 2025 CORRESP

Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036

Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 February 14, 2025 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Daniel Crawford Re: Petros Pharmaceuticals, Inc. Registration Statement on Form S-1 Originally filed on January 24, 2025, as amended File No. 333-284

February 14, 2025 S-1MEF

As filed with the Securities and Exchange Commission on February 14, 2025.

As filed with the Securities and Exchange Commission on February 14, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 85-1410058 (State or other jurisdiction of incorporation or organiza

February 14, 2025 CORRESP

Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036

Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 February 14, 2025 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Daniel Crawford Re: Petros Pharmaceuticals, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed on February 14, 2025 File No. 333-284495

February 14, 2025 S-1/A

As filed with the Securities and Exchange Commission on February 14, 2025

Table of Contents As filed with the Securities and Exchange Commission on February 14, 2025 Registration No.

February 14, 2025 EX-10.20

Form of Securities Purchase Agreement.

Exhibit 10.20 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of February [], 2025, between Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS,

February 14, 2025 EX-4.8

Form of Series B Warrant.

Exhibit 4.8 SERIES B COMMON STOCK PURCHASE WARRANT PETROS PHARMACEUTICALS, INC. Warrant Shares: [*] Issuance Date: [], 2025 THIS SERIES B COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the first Tra

February 13, 2025 S-1/A

As filed with the Securities and Exchange Commission on February 13, 2025

Table of Contents As filed with the Securities and Exchange Commission on February 13, 2025 Registration No.

February 13, 2025 EX-10.20

Form of Securities Purchase Agreement.

Exhibit 10.20 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of February [], 2025, between Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS,

February 13, 2025 EX-4.8

Form of Series B Warrant.

Exhibit 4.8 SERIES B PREFERRED STOCK PURCHASE WARRANT PETROS PHARMACEUTICALS, INC. Warrant Shares: [*] Issuance Date: [], 2025 THIS SERIES B PREFERRED STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the dat

February 13, 2025 EX-3.11

Certificate of Designations of Series B Convertible Preferred Stock.

Exhibit 3.11 CERTIFICATE OF DESIGNATIONS OF CONVERTIBLE PREFERRED STOCK OF PETROS PHARMACEUTICALS, INC. I, Fady Boctor, hereby certify that I am the President and Chief Commercial Officer of Petros Pharmaceuticals, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority express

February 13, 2025 EX-4.7

Form of Series A Warrant.

Exhibit 4.7 SERIES A PREFFERED STOCK PURCHASE WARRANT PETROS PHARMACEUTICALS, INC. Warrant Shares: [*] Issuance Date: [], 2025 THIS SERIES A PREFERRED STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the dat

February 13, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Petros Pharmaceuticals, Inc.

February 13, 2025 CORRESP

Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, NY 10036

Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, NY 10036 February 13, 2025 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Daniel Crawford Re: Petros Pharmaceuticals, Inc. Amendment No. 1 to the Registration Statement on Form S-1/A Originally filed on January 24, 2025, as amend

February 11, 2025 CORRESP

Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, Fl 33432

Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, Fl 33432 February 11, 2025 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Petros Pharmaceuticals, Inc. Registration Statement on Form S-1/A File No. 333-284495 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules a

February 11, 2025 CORRESP

Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036

Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 February 11, 2025 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Daniel Crawford Re: Petros Pharmaceuticals, Inc. Registration Statement on Form S-1 Originally filed on January 24, 2025, as amended on February 10,

February 10, 2025 EX-4.8

Form of Series B Warrant.

Exhibit 4.8 SERIES B COMMON STOCK PURCHASE WARRANT PETROS PHARMACEUTICALS, INC. Warrant Shares: [*] Issuance Date: [], 2025 THIS SERIES B COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the first Tra

February 10, 2025 EX-4.9

Form of Pre-Funded Warrant.

Exhibit 4.9 PRE-FUNDED COMMON STOCK PURCHASE WARRANT PETROS PHARMACEUTICALS, INC. Warrant Shares: [*] Initial Issuance Date: [], 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth at any time on or afte

February 10, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Petros Pharmaceuticals, Inc.

February 10, 2025 EX-10.22

Form of Lock-Up Agreement.

Exhibit 10.22 LOCK-UP AGREEMENT February , 2025 Re: Securities Purchase Agreement, dated as of February , 2025 (the “Purchase Agreement”), between Petros Pharmaceuticals, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall

February 10, 2025 EX-10.20

Form of Securities Purchase Agreement.

Exhibit 10.20 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of February [], 2025, between Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS,

February 10, 2025 EX-4.7

Form of Series A Warrant.

Exhibit 4.7 SERIES A COMMON STOCK PURCHASE WARRANT PETROS PHARMACEUTICALS, INC. Warrant Shares: [*] Issuance Date: [], 2025 THIS SERIES A COMMON STOCK PURCHASE WARRANT (“Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the first Tra

February 10, 2025 EX-10.23

Second Amendment to Amended and Restated Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.23 to the Company’s registration statement on Form S-1/A filed on February 10, 2025).

Exhibit 10.23 Second AMENDMENT TO Amended and restated Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation PLAN This second Amendment To amended and restated Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation Plan (this “Amendment”), effective as of February 10, 2025 is made and entered into by Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Terms u

February 10, 2025 S-1/A

As filed with the Securities and Exchange Commission on February 10, 2025

Table of Contents As filed with the Securities and Exchange Commission on February 10, 2025 Registration No.

January 24, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): January 23, 2025 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File

January 24, 2025 S-1

As filed with the Securities and Exchange Commission on January 24, 2025

Table of Contents As filed with the Securities and Exchange Commission on January 24, 2025 Registration No.

January 24, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Petros Pharmaceuticals, Inc.

January 24, 2025 EX-10.1

Form of Amendment Agreement, dated January 23, 2025, by and between Petros Pharmaceuticals, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 24, 2025).

Exhibit 10.1 Amendment AGREEMENT This Amendment Agreement (this “Agreement”), dated as of January 23, 2025, is by and between Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each investor listed on the signature pages attached hereto (each an “Investor,” and collectively, the “Investors”). WITNESSETH Whereas, the Company and the Investors are party to that certain Securit

January 24, 2025 EX-3.1

Certificate of Amendment to the Certificate of Designations of Series A Convertible Preferred Stock of Petros Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 24, 2025).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF PETROS PHARMACEUTICALS, INC. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Amendment to the Certificate of Designations of Series A Convertible Preferred Stock (the “Amendment”) is dated as of January 24, 2025. WHEREAS, the board of directors (the “Bo

December 16, 2024 8-K

Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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): December 10, 2024 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fil

November 21, 2024 8-K

Submission of Matters to a Vote of Security Holders

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): November 20, 2024 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fil

November 18, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  x Filed by a Party other than the Registrant  ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the SEC Only (As Permitted by Rule 14a-6(e)(2))

November 14, 2024 SC 13G/A

PTPI / Petros Pharmaceuticals, Inc. / Ayrton Capital LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PETROS PHARMACEUTICALS, INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 71678J209 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate

November 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2024 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 001-39752 Petros Pharmaceuticals, Inc.

November 13, 2024 EX-10.1

Form of Amendment Agreement, dated November 13, 2024, by and between Petros Pharmaceuticals, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2024).

Exhibit 10.1 AMENDMENT AGREEMENT This Amendment Agreement (this “Agreement”), dated as of November 13, 2024, is by and between Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each investor listed on the signature pages attached hereto (each an “Investor,” and collectively, the “Investors”). WITNESSETH WHEREAS, the Company and the Investors are party to that certain Securi

November 13, 2024 SC 13G/A

PTPI / Petros Pharmaceuticals, Inc. / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 5 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Petros Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 71678J209 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

November 13, 2024 EX-3.2

Certificate of Amendment to the Certificate of Designations of Series A Convertible Preferred Stock of Petros Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2024).

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF PETROS PHARMACEUTICALS, INC. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Amendment to the Certificate of Designations of Series A Convertible Preferred Stock (the “Amendment”) is dated as of November 13, 2024. WHEREAS, the board of directors (the “B

October 25, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

October 18, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 16, 2024 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File

October 18, 2024 EX-10.1

Offer Letter Amendment, effective as of October 16, 2024, by and between the Company and Fady Boctor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024).

  Exhibit 10.1   Offer Letter Amendment   This Offer Letter Amendment (this “Amendment”) is entered into by and between Petros Pharmaceuticals, Inc. (“Petros” or the “Company”) and Fady Boctor (“you” or “Employee”), effective as of October 16, 2024, for the purpose of amending that certain Employment Offer Letter, effective February 19, 2021, by and between Employee and the Company (the “Offer Let

October 17, 2024 EX-3.1

Certificate of Amendment to the Certificate of Designations of Series A Convertible Preferred Stock of Petros Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 17, 2024).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF PETROS PHARMACEUTICALS, INC. PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW This Certificate of Amendment to the Certificate of Designations of Series A Convertible Preferred Stock (the “Amendment”) is dated as of October 11, 2024. WHEREAS, the board of directors (the “Bo

October 17, 2024 EX-10.1

Form of Amendment Agreement, dated October 11, 2024, by and between Petros Pharmaceuticals, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 17, 2024).

Exhibit 10.1 Amendment AGREEMENT This Amendment Agreement (this “Agreement”), dated as of October 11, 2024, is by and between Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each investor listed on the signature pages attached hereto (each an “Investor,” and collectively, the “Investors”). WITNESSETH Whereas, the Company and the Investors are party to that certain Securit

October 17, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): October 11, 2024 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File

October 15, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material under §240.

October 4, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 1, 2024 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File

September 19, 2024 8-K

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): September 16, 2024 Petros Pharmac

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): September 16, 2024 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fi

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2024 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 001-39752 Petros Pharmaceuticals, Inc.

May 31, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3

May 17, 2024 CORRESP

Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036

Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 May 17, 2024 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Doris Stacey Gama Re: Petros Pharmaceuticals, Inc. Registration Statement on Form S-3 Originally filed on May 3, 2024 File No. 333-279116 (the “Registrati

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2024 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 001-39752 Petros Pharmaceuticals, Inc.

May 3, 2024 EX-4.13

Form of Subordinated Indenture.

Exhibit 4.13 PETROS PHARMACEUTICALS, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(

May 3, 2024 EX-4.12

Form of Senior Indenture.

Exhibit 4.12 PETROS PHARMACEUTICALS, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Senior Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a) 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(

May 3, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Petros Pharmaceuticals, Inc.

May 3, 2024 S-3

As filed with the U.S. Securities and Exchange Commission on May 3, 2024

As filed with the U.S. Securities and Exchange Commission on May 3, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PETROS PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 85-1410058 (State or other jurisdiction of incorporation or organization) (

April 1, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-397

April 1, 2024 EX-97.1

Petros Pharmaceuticals, Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on April 1, 2024).

Exhibit 97.1 PETROS PHARMACEUTICALS, INC. Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) of Petros Pharmaceuticals, Inc. (the “Company”) is hereby adopted as of November 28, 2023 in compliance with Rule 5608 of the Nasdaq Rules. Certain terms used herein shall have the meanings set forth in “Section 3. Definitions” below. Section 1.Recovery Requirement Subject to Se

March 22, 2024 EX-10.1

Form of Omnibus Waiver and Amendment, dated March 21, 2024, by and between Petros Pharmaceuticals, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 22, 2024).

Exhibit 10.1 Omnibus Waiver and Amendment This Omnibus Waiver and Amendment (this “Amendment”), dated as of March 21, 2024, is by and among Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the signature pages attached hereto (the “Investors”). WITNESSETH Whereas, the Company and the Investors are party to that certain Securities Purchase Agr

March 22, 2024 8-K

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): March 21, 2024 Petros Pharmaceuti

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): March 21, 2024 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File N

February 14, 2024 SC 13G

PTPI / Petros Pharmaceuticals, Inc. / Ayrton Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 6, 2024 SC 13G/A

PTPI / Petros Pharmaceuticals, Inc. / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 4 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Petros Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 71678J209 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

January 12, 2024 8-K

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): January 8, 2024 Petros Pharmaceut

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): January 8, 2024 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File

January 12, 2024 EX-16.1

Letter dated January 12, 2024, from EisnerAmper LLP to the U.S. Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on January 12, 2024).

Exhibit 16.1 January 12, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01(a) of Form 8-K dated January 12, 2024, of Petros Pharmaceuticals, Inc. and are in agreement with the statements contained therein as it regards our firm. We have no basis to agree or disagree with other statements of the registrant contained in Item

December 29, 2023 8-K

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): December 29, 2023 Petros Pharmace

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): December 29, 2023 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fil

December 28, 2023 8-K

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): December 21, 2023 Petros Pharmace

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): December 21, 2023 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fil

November 30, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

November 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-39752 CUSIP Number: 71678J209 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: September 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

November 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2023 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 001-39752 Petros Pharmaceuticals, Inc.

October 2, 2023 8-K

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): September 29, 2023 Petros Pharmac

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): September 29, 2023 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fi

October 2, 2023 EX-3.1

Certificate of Amendment of Certificate of Designations of Series A Convertible Preferred Stock. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 2, 2023).

Exhibit 3.1 Certificate of Amendment of Certificate of Designations of Series A Convertible Preferred Stock of Petros Pharmaceuticals, Inc. Pursuant to Section 242 of the Delaware General Corporation Law This Certificate of Amendment to the Certificate of Designations of Series A Convertible Preferred Stock (the “Amendment”) is dated as of September 29, 2023. WHEREAS, the board of directors (the “

September 19, 2023 424B3

Petros Pharmaceuticals, Inc. 184,828,846 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273935 PROSPECTUS Petros Pharmaceuticals, Inc. 184,828,846 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to an aggregate of 184,828,846 shares of our common stock, par value $0.0001 per share (the “Common Stock”), issuable upon the conversion of shares o

September 15, 2023 S-3/A

As Filed with the Securities and Exchange Commission on September 15, 2023

As Filed with the Securities and Exchange Commission on September 15, 2023 Registration No.

September 15, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 Petros Pharmaceuticals, Inc.

September 15, 2023 EX-3.1

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Petros Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 15, 2023).

Exhibit 3.1 Certificate of Amendment of Amended And Restated Certificate of Incorporation of Petros Pharmaceuticals, Inc. Petros Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: 1. The Amended and Restated Certificate of Incorporation of this Corporation was filed w

September 15, 2023 EX-10.1

First Amendment to Amended and Restated Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 15, 2023).

Exhibit 10.1 First AMENDMENT TO Amended and restated Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation PLAN This first Amendment To amended and restated Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation Plan (this “Amendment”), effective as of August 15, 2023 is made and entered into by Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Terms used i

September 15, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): September 14, 2023 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fi

September 15, 2023 CORRESP

Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, NY 10036

Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, NY 10036 September 15, 2023 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission Washington, D.C. 20549 Attention: Tyler Howes Re: Petros Pharmaceuticals, Inc. Registration Statement on Form S-3 Originally filed on August 11, 2023, as amended on September 15, 2023 File

August 25, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

August 15, 2023 EX-3.1

Amendment to the Amended and Restated By-laws of Petros Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 15, 2023)

Exhibit 3.1 Amendment to the Amended and Restated By-laws of Petros Pharmaceuticals, Inc. Pursuant to Article Fifth of the of the Amended and Restated Certificate of Incorporation of Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Article XIII of the Amended and Restated By-laws of the Company (as amended heretofore, the “By-laws”) of the Corporation, and Section 109 of the G

August 15, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x       Preliminary Proxy Statement ¨        Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨        Definitive Proxy Statement ¨        Definitive Additional Materials ¨        Soliciting Material under §240.

August 15, 2023 8-K

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): August 15, 2023 Petros Pharmaceut

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): August 15, 2023 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2023 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 001-39752 Petros Pharmaceuticals, Inc.

August 11, 2023 S-3

As Filed with the Securities and Exchange Commission on August 11, 2023

As Filed with the Securities and Exchange Commission on August 11, 2023 Registration No.

August 11, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 Petros Pharmaceuticals, Inc.

July 13, 2023 EX-10.2

Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 13, 2023).

Exhibit 10.2 Registration Rights Agreement This Registration Rights Agreement (this “Agreement”), dated as of July [•], 2023, is by and among Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). RECITALS In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of Jul

July 13, 2023 8-K

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): July 13, 2023 Petros Pharmaceutic

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): July 13, 2023 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File Nu

July 13, 2023 EX-3.1

Certificate of Designations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 13, 2023).

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF CONVERTIBLE PREFERRED STOCK OF PETROS PHARMACEUTICALS, INC. I, Mitchell Arnold, hereby certify that I am the Vice President of Finance of Petros Pharmaceuticals, Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority expressly conferr

July 13, 2023 EX-4.1

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 13, 2023).

Exhibit 4.1 Form of Warrant Neither the issuance and sale of the securities represented by this certificate nor the securities into which these securities are exercisable have been registered under the securities act of 1933, as amended, or applicable state securities laws. The securities may not be offered for sale, sold, transferred or assigned (i) in the absence of (a) an effective registration

July 13, 2023 EX-10.1

Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 13, 2023).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 13, 2023, is by and among Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). RECITALS A. The Company and each Buyer are executing and

July 13, 2023 EX-99.1

Petros Pharmaceuticals Announces Capital Raise of $15 million Provides Update on Progress Toward Over-the-Counter (non-prescription) Development of STENDRA

Exhibit 99.1 Petros Pharmaceuticals Announces Capital Raise of $15 million Provides Update on Progress Toward Over-the-Counter (non-prescription) Development of STENDRA NEW YORK, June 13, 2023 /Globe Newswire/ - Petros Pharmaceuticals, Inc. (Nasdaq: PTPI) (“Petros” or “the Company”), a pioneer in expanding consumer access to medication through the over-the-counter (OTC) pathway, today announces a

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2023 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 001-39752 Petros Pharmaceuticals, Inc.

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-397

February 8, 2023 SC 13G/A

US71678J2096 / PETROS PHARMACEUTICALS INC / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Petros Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 71678J209 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

December 22, 2022 EX-99.1

Petros Pharmaceuticals, Inc. Amended and Restated 2020 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-8 filed on December 22, 2022).

Exhibit 99.1 PETROS PHARMACEUTICALS, INC. Amended and Restated 2020 OMNIBUS INCENTIVE COMPENSATION PLAN The purpose of the Petros Pharmaceuticals, Inc. Amended and Restated 2020 Omnibus Incentive Compensation Plan (the ?Plan?) is to provide employees of Petros Pharmaceuticals, Inc. (the ?Company?) and its subsidiaries, certain consultants and advisors who perform services for the Company or its su

December 22, 2022 S-8

As filed with the Securities and Exchange Commission on December 22, 2022

As filed with the Securities and Exchange Commission on December 22, 2022 Registration No.

December 22, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Petros Pharmaceuticals, Inc.

November 30, 2022 EX-99.1

Petros Pharmaceuticals Announces Reverse Stock Split Common Stock Will Begin Trading on Split-Adjusted Basis on December 1, 2022

Exhibit 99.1 Petros Pharmaceuticals Announces Reverse Stock Split Common Stock Will Begin Trading on Split-Adjusted Basis on December 1, 2022 New York – November 30, 2022 – Petros Pharmaceuticals, Inc. (“Petros” or “the Company”) (Nasdaq: PTPI), a leading provider of therapeutics for men’s health, today announced that it intends to effect a reverse stock split of its common stock at a ratio of 1 p

November 30, 2022 EX-3.1

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Petros Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 30, 2022).

Exhibit 3.1 Certificate of Amendment of Amended And Restated Certificate of Incorporation of Petros Pharmaceuticals, Inc. Petros Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: 1. The Amended and Restated Certificate of Incorporation of this Corporation was filed w

November 30, 2022 8-K

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): November 29, 2022 Petros Pharmace

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): November 29, 2022 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fil

November 15, 2022 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No.

November 15, 2022 EX-99.1

# # #

Exhibit 99.1 Petros Pharmaceuticals Reports Third Quarter 2022 Financial Results and Corporate Update New York – November 15, 2022 – Petros Pharmaceuticals, Inc. (“Petros” or “the Company”) (Nasdaq: PTPI), a leading provider of therapeutics for men’s health, today announced financial results for the third quarter ended September 30, 2022. Recent Highlights: · Company reported results of an Indian

November 15, 2022 8-K

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): November 15, 2022 Petros Pharmace

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): November 15, 2022 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fil

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2022 Or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 001-39752 Petros Pharmaceuticals, Inc.

October 14, 2022 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Petros Pharmaceuticals, Inc.

October 14, 2022 POS AM

As Filed with the Securities and Exchange Commission on October 14, 2022

As Filed with the Securities and Exchange Commission on October 14, 2022 Registration No.

October 12, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material under ?240.

October 12, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.

September 30, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 tm2226913d1pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permi

August 15, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 15, 2022 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File

August 15, 2022 EX-99.1

Petros Pharmaceuticals Reports Record Revenue and Gross Profit During Second Quarter 2022 Q2 Net Sales Results in First Quarter of Positive Adjusted EBITDA in Company’s History

Exhibit 99.1 Petros Pharmaceuticals Reports Record Revenue and Gross Profit During Second Quarter 2022 Q2 Net Sales Results in First Quarter of Positive Adjusted EBITDA in Company?s History New York ? August 15, 2022 ? Petros Pharmaceuticals, Inc. (?Petros? or ?the Company?) (Nasdaq: PTPI), a leading provider of therapeutics for men?s health, today announced financial results for the second quarte

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? FORM 10-Q ? (Mark One) ? ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? for the quarterly period ended June 30, 2022 ? Or ? ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? for the transition period from to ? Commission File Number: 001-39752 ? Petros Pharmaceuticals, Inc.

July 28, 2022 8-K

Financial Statements and Exhibits, Other Events

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): July 28, 2022 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File Nu

July 28, 2022 EX-99.1

Petros Pharmaceuticals Responds to Fraudulent Press Release

Exhibit 99.1 Petros Pharmaceuticals Responds to Fraudulent Press Release NEW YORK, July 28, 2022 - Petros Pharmaceuticals, Inc. (Nasdaq: PTPI), a leading provider of therapeutics for men?s health, today confirmed that a press release issued on July 28, 2022 regarding a purported acquisition of the company was fraudulent and not issued by the Company. The Company is not a party to any such acquisit

June 24, 2022 8-K

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

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): June 22, 2022 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File Nu

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? FORM 10-Q ? (Mark One) ? ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? for the quarterly period ended March 31, 2022 ? Or ? ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? for the transition period from to ? Commission File Number: 001-39752 ? Petros Pharmaceuticals, Inc.

May 16, 2022 EX-10.1

Settlement Agreement, dated January 18, 2022, between Metuchen Pharmaceuticals LLC and VIVUS LLC, a Delaware limited liability company (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2022, filed on May 16, 2022).

Exhibit 10.1 ? Certain information has been excluded pursuant to Regulation S-K, Item 601(b)(10)(iv) from this Document because it is both not material and is the type that the registrant treats as private or confidential. ? SETTLEMENT AGREEMENT ? This SETTLEMENT AGREEMENT, dated as of January 18, 2022, (this ?Agreement?) is entered into by and between METUCHEN PHARMACEUTICALS LLC, a Delaware limi

May 16, 2022 EX-10.5

Technology Transfer Service Agreement, dated January 20, 2022, between Patheon Pharmaceuticals Inc., part of Thermo Fisher Scientific, and Metuchen Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2022, filed on May 16, 2022).

? ? ? Revision History ? ? ? ? Proposal Number Date Issued Key Revisions C-CRC-286511-R0 November 11, 2021 First Issue C-CRC-286511-R1 November 24, 2021 - Made Validation stability optional - Made Bulk Hold Time Study included in project - Updated validation costs C-CRC-286511-R2 January 7, 2022 - Updated T&C?s/Signature Box - Updated Budget Summary C-CRC-286511-R3 January 13, 2022 - Updated T&C?s/Signature Box ? ? ? ? ? Proposal # C-CRC-286511-R3 ? Metuchen Pharmaceutical LLC January 13, 2022 ? Stendra Tablets Confidential ? Page 2 of 31 ? ? Contents ? ? ? ? Part A: Project Overview 4 1.

May 16, 2022 EX-10.4

Amendment No. 1 to License and Commercialization Agreement, dated January 18, 2022, between Metuchen Pharmaceuticals LLC and VIVUS LLC, a Delaware limited liability company (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2022, filed on May 16, 2022).

Exhibit 10.4 ? Certain information has been excluded pursuant to Regulation S-K, Item 601(b)(10)(iv) from this Document because it is both not material and is the type that the registrant treats as private or confidential. ? AMENDMENT No. 1 TO LICENSE AND COMMERCIALIZATION AGREEMENT ? This Amendment No. 1 (this ?Amendment?) to the License and Commercialization Agreement dated as of September 30, 2

May 16, 2022 EX-10.2

Promissory Note, dated January 18, 2022, by Metuchen Pharmaceuticals LLC in favor or VIVUS LLC, a Delaware limited liability company (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2022, filed on May 16, 2022).

Exhibit 10.2 ? Certain information has been excluded pursuant to Regulation S-K, Item 601(b)(10)(iv) from this Document because it is both not material and is the type that the registrant treats as private or confidential. ? PROMISSORY NOTE ? $10,201,758.04 January 18, 2022 ? FOR VALUE RECEIVED, the undersigned, METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (?Maker?), hereby e

April 26, 2022 EX-99.1

Petros Pharmaceuticals, Inc. Engages Massachusetts General Hospital in a Sponsored Research Agreement for Tissue-Specific Oxygenation Sensor Technology Sensor Measures Oxygen Levels Within Specific Human Tissue, Potentially Allowing Biosensor Feedbac

Exhibit 99.1 Petros Pharmaceuticals, Inc. Engages Massachusetts General Hospital in a Sponsored Research Agreement for Tissue-Specific Oxygenation Sensor Technology Sensor Measures Oxygen Levels Within Specific Human Tissue, Potentially Allowing Biosensor Feedback of Erectile Device Therapy New York ? April 26, 2022 ? Petros Pharmaceuticals, Inc. (Petros, Nasdaq: PTPI), a leading provider of thera

April 26, 2022 8-K

Financial Statements and Exhibits, Other Events

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 26, 2022 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File N

April 4, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 1, 2022 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File Nu

April 4, 2022 EX-99.1

Petros Pharmaceuticals Reports Year End 2021 Financial Results and Corporate Highlights

Exhibit 99.1 Petros Pharmaceuticals Reports Year End 2021 Financial Results and Corporate Highlights New York ? April 1, 2022 ? Petros Pharmaceuticals, Inc. (?Petros? or ?the Company?) (Nasdaq: PTPI), a leading provider of therapeutics for men?s health, today announces financial results for the fiscal year ended December 31, 2021. Recent Corporate Highlights: ? Entered collaboration with Dr. Drew

April 1, 2022 8-K/A

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-3

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 31, 2022 EX-21

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2022).

Exhibit 21 SUBSIDIARIES OF PETROS PHARMACEUTICALS, INC. (as of December 31, 2021) Company Jurisdiction Metuchen Pharmaceuticals LLC ? Delaware Neurotrope, Inc. ? Nevada Timm Medical Technologies, Inc. ? Delaware Pos-T-Vac, LLC ? Delaware ?

March 31, 2022 EX-4.4

Description of Capital Stock (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed on April 1, 2024).

Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK General The following description of our capital stock and provisions of our amended and restated certificate of incorporation (the ?Articles of Incorporation?), and amended and restated by-laws (the ?By-laws?) are summaries and are qualified by reference to the Articles of Incorporation and the By-laws that are on file with the SEC. Authorized Capital Stoc

March 4, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 28, 2022 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fil

March 4, 2022 EX-10.1

Severance and General Release Agreement, dated March 1, 2022, between Andrew Gesek and Petros Pharmaceuticals, Inc., its affiliates, subsidiaries and successor entities (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on March 4, 2022).

Exhibit 10.1 SEVERANCE AND GENERAL RELEASE AGREEMENT This Severance and General Release Agreement (?Agreement?) is entered into by and between Andrew Gesek (?Employee?), on the one hand, and Petros Pharmaceuticals, Inc., its affiliates, subsidiaries, and successor entities (?Company?), on the other hand (jointly, the ?Parties?). WHEREAS, Employee was employed by Company as an at-will employee; WHE

February 28, 2022 SC 13D/A

PTPI / Petros Pharmaceuticals Inc / SHULMAN JOHN D - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Petros Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 71678J100 (CUSIP Number) John D. Shulman c/o JCP III SM AIV, L.P. 5301 Wisconsin Avenue, NW Suite 570 Washington, DC 20015 (301) 215-77

February 23, 2022 SC 13G/A

PTPI / Petros Pharmaceuticals Inc / Iroquois Capital Management, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2. (Amendment No. 1)* Petros Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 71678J100 (CUSIP Number) December 31, 2021 (D

February 11, 2022 SC 13G/A

PTPI / Petros Pharmaceuticals Inc / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Petros Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 71678J100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

February 10, 2022 SC 13G/A

PTPI / Petros Pharmaceuticals Inc / HAYWOOD GEORGE WEAVER - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 1) * Petros Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 71678J100 (CUSIP Number) December 31, 2021 (Date of Event Whi

January 24, 2022 8-K

Entry into a Material Definitive Agreement

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): January 20, 2022 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File

January 21, 2022 EX-10.2

Promissory Note, dated January 18, 2022, by Metuchen Pharmaceuticals LLC in favor or VIVUS LLC, a Delaware limited liability company

Exhibit 10.2 PROMISSORY NOTE $10,201,758.04 January 18, 2022 FOR VALUE RECEIVED, the undersigned, METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (?Maker?), hereby executes this Promissory Note (this ?Note?) and hereby unconditionally promises to pay to the order of VIVUS LLC, a Delaware limited liability company (?VIVUS?; VIVUS, together with its successors and assigns, ?Payee?

January 21, 2022 EX-10.3

Security Agreement, dated January 18, 2022, between Metuchen Pharmaceuticals LLC and VIVUS LLC, a Delaware limited liability company (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on January 21, 2022).

Exhibit 10.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this ?Agreement?) is entered into as of January 18, 2022, by and between METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (?Grantor?), and VIVUS LLC, a Delaware limited liability company (?Secured Party?). WHEREAS, reference is made to that certain Settlement Agreement dated the date hereof by and among Grantor and Secured

January 21, 2022 EX-10.4

Amendment No. 1 to License and Commercialization Agreement, dated January 18, 2022, between Metuchen Pharmaceuticals LLC and VIVUS LLC, a Delaware limited liability company

Exhibit 10.4 PLEASE NOTE: CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT No. 1 TO LICENSE AND COMMERCIALIZATION AGREEMENT This Amendment No. 1 (this ?Amendment?) to the License and Commercialization Agreement dated as of September 30, 2016, is hereby entered into and eff

January 21, 2022 EX-10.1

Settlement Agreement, dated January 18, 2022, between Metuchen Pharmaceuticals LLC and VIVUS LLC, a Delaware limited liability company

Exhibit 10.1 PLEASE NOTE: CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT, dated as of January 18, 2022, (this ?Agreement?) is entered into by and between METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (the ?Metuche

January 21, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 18, 2022 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File

January 14, 2022 424B3

Petros Pharmaceuticals, Inc. 2,391,348 Shares of Common Stock

Table of Contents ? Filed Pursuant to Rule 424(b)(3) Registration No. 333-262038 PROSPECTUS Petros Pharmaceuticals, Inc. 2,391,348 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to 2,391,348 shares of our common stock, par value $0.0001 per share. These 2,391,348 shares of common stock consist of: ? 641,406

January 12, 2022 CORRESP

Petros Pharmaceuticals, Inc 1185 Avenue of the Americas, Suite 249 New York, New York 10036

CORRESP 1 filename1.htm Petros Pharmaceuticals, Inc 1185 Avenue of the Americas, Suite 249 New York, New York 10036 January 12, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission Washington, D.C. 20549 Attention: Christine Westbrook Re: Petros Pharmaceuticals, Inc. Registration Statement on Form S-1 File

January 12, 2022 CORRESP

Petros Pharmaceuticals, Inc 1185 Avenue of the Americas, Suite 249 New York, New York 10036

Petros Pharmaceuticals, Inc 1185 Avenue of the Americas, Suite 249 New York, New York 10036 January 12, 2022 VIA EDGAR U.

January 6, 2022 S-1

As Filed with the Securities and Exchange Commission on January 6, 2022

Table of Contents ? As Filed with the Securities and Exchange Commission on January 6, 2022 Registration No.

December 27, 2021 EX-4.1

Form of Investor Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 27, 2021).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM R EGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

December 27, 2021 EX-10.1

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 27, 2021).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of December 22, 2021, between Petros Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and co

December 27, 2021 EX-99.1

Petros Pharmaceuticals Announces $7.5 Million Offering

Exhibit 99.1 Petros Pharmaceuticals Announces $7.5 Million Offering December 22, 2021 Investors included the company's largest shareholder NEW YORK, Dec. 22, 2021 /PRNewswire/ - Petros Pharmaceuticals, Inc. (Nasdaq: PTPI), a leading provider of therapeutics for men's health, today announced that it has entered into definitive agreements with the company's largest investor and other existing invest

December 27, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): December 22, 2021 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fil

December 23, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): December 22, 2021 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fil

December 23, 2021 EX-10.1

Second Amendment to the Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2021).

Exhibit 10.1 Second AMENDMENT TO Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation PLAN This Second Amendment To Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation Plan (this ?Amendment?), effective as of December 22, 2021, is made and entered into by Petros Pharmaceuticals, Inc., a Delaware corporation (the ?Company?). Terms used in this Amendment with initial capital

December 23, 2021 424B5

1,545,183 Shares of Common Stock Petros Pharmaceuticals, Inc.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-252573 Prospectus Supplement (To prospectus dated February 4, 2021) 1,545,183 Shares of Common Stock Petros Pharmaceuticals, Inc. We are offering 1,545,183 shares of our common stock pursuant to this prospectus supplement and accompanying prospectus to certain accredited and institutional investors. Each share of common stock is being sold at a

December 20, 2021 424B3

Petros Pharmaceuticals, Inc. 3,830,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261618 PROSPECTUS Petros Pharmaceuticals, Inc. 3,830,000 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to 3,830,000 shares of our common stock, par value $0.0001 per share. These 3,830,000 shares of common stock consist of: ? 1,180,000 shares of common s

December 15, 2021 CORRESP

Petros Pharmaceuticals, Inc 1185 Avenue of the Americas, Suite 249 New York, New York 10036

Petros Pharmaceuticals, Inc 1185 Avenue of the Americas, Suite 249 New York, New York 10036 December 15, 2021 VIA EDGAR U.

December 13, 2021 S-1

As Filed with the Securities and Exchange Commission on December 13, 2021

As Filed with the Securities and Exchange Commission on December 13, 2021 Registration No.

December 1, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): November 29, 2021 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fil

December 1, 2021 EX-99.1

Petros Pharmaceuticals Announces $10 Million Offering

Exhibit 99.1 Petros Pharmaceuticals Announces $10 Million Offering Investors included the company's largest shareholder NEW YORK, Nov. 30, 2021 /PRNewswire/ - Petros Pharmaceuticals, Inc. (Nasdaq: PTPI), a leading provider of therapeutics for men's health, today announces that it has entered into definitive agreements with the company's largest investor and other existing investors, for the purcha

December 1, 2021 424B5

2,153,333 Shares of Common Stock Petros Pharmaceuticals, Inc.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-252573 Prospectus Supplement (To prospectus dated February 4, 2021) 2,153,333 Shares of Common Stock Petros Pharmaceuticals, Inc. We are offering 2,153,333 shares of our common stock pursuant to this prospectus supplement and accompanying prospectus to certain accredited and institutional investors. Each share of common stock is being sold at a

December 1, 2021 EX-4.1

Form of Investor Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 1, 2021).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM R EGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

December 1, 2021 EX-10.1

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 1, 2021).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November 29, 2021, between Petros Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and co

November 23, 2021 CORRESP

Petros Pharmaceuticals, Inc 1185 Avenue of the Americas, Suite 249 New York, New York 10036

Petros Pharmaceuticals, Inc 1185 Avenue of the Americas, Suite 249 New York, New York 10036 November 23, 2021 VIA EDGAR U.

November 23, 2021 424B3

Petros Pharmaceuticals, Inc. 3,453,616 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-261043 PROSPECTUS Petros Pharmaceuticals, Inc. 3,453,616 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to 3,453,616 shares of our common stock, par value $0.0001 per share. These 3,453,616 shares of common stock consist of: ? 3,323,616 shares of common s

November 22, 2021 DEF 14A

Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation Plan, as amended (incorporated by reference to Appendix B the Company’s definitive proxy statement on Schedule 14A filed with the SEC on November 22, 2021).

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definitive Proxy Statement ? ? Definitive Additional Materials ? ? Soliciting Material under ?240.

November 22, 2021 CORRESP

Petros Pharmaceuticals, Inc 1185 Avenue of the Americas, Suite 249 New York, New York 10036

Petros Pharmaceuticals, Inc 1185 Avenue of the Americas, Suite 249 New York, New York 10036 November 22, 2021 VIA EDGAR U.

November 17, 2021 8-K

Shareholder Director Nominations

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): November 17, 2021 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fil

November 16, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 15, 2021 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission Fil

November 16, 2021 EX-99.1

# # #

Exhibit 99.1 Petros Pharmaceuticals Reports Third Quarter Financial Results and Provides Corporate Update Third Quarter has Record STENDRA? Prescription and Tablet sales New York ? November 15, 2021 ? Petros Pharmaceuticals, Inc. (?Petros? or ?the Company?) (Nasdaq: PTPI), a leading provider of therapeutics for men?s health, today announced financial results for the third quarter ended September 3

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? FORM 10-Q ? (Mark One) ? ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? for the quarterly period ended September 30, 2021 ? Or ? ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? for the transition period from to ? Commission File Number: 001-39752 ? Petros Pharmaceuticals, Inc.

November 12, 2021 S-1

As Filed with the Securities and Exchange Commission on November 12, 2021

As Filed with the Securities and Exchange Commission on November 12, 2021 Registration No.

October 27, 2021 SC 13G

PTPI / Petros Pharmaceuticals Inc / HAYWOOD GEORGE WEAVER - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. ) * Petros Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 71678J100 (CUSIP Number) October 19, 2021 (Date of Event Which

October 22, 2021 SC 13G

PTPI / Petros Pharmaceuticals Inc / Iroquois Capital Management, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Petros Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 71678J100 (CUSIP Number) October 18, 2021 (Dat

October 20, 2021 SC 13D/A

PTPI / Petros Pharmaceuticals Inc / SHULMAN JOHN D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Petros Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 71678J100 (CUSIP Number) John D. Shulman c/o JCP III SM AIV, L.P. 5301 Wisconsin Avenue, NW Suite 570 Washington, DC 20015 (301) 215-77

October 15, 2021 EX-4.1

Form of Investor Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 15, 2021).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM R EGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

October 15, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): October 13, 2021 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File

October 15, 2021 EX-10.1

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 15, 2021).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of October 13, 2021, between Petros Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and con

October 15, 2021 424B5

3,323,616 Shares of Common Stock Petros Pharmaceuticals, Inc.

Filed Pursuant to Rule 424(b)(5) Registration No. 333-252573 PROSPECTUS SUPPLEMENT (To prospectus dated February 4, 2021) 3,323,616 Shares of Common Stock Petros Pharmaceuticals, Inc. We are offering 3,323,616 shares of our common stock pursuant to this prospectus supplement and accompanying prospectus to certain accredited and institutional investors. Each share of common stock is being sold at a

October 15, 2021 EX-99.1

Petros Pharmaceuticals Announces $5.7 Million Registered Direct Offering

Exhibit 99.1 Petros Pharmaceuticals Announces $5.7 Million Registered Direct Offering October 14, 2021 Financing was led by the company's largest shareholder NEW YORK, Oct. 14, 2021 /PRNewswire/ - Petros Pharmaceuticals, Inc. (Nasdaq: PTPI), a leading provider of therapeutics for men's health, today announces that it has entered into definitive agreements with the company's largest investor and ot

August 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? FORM 10-Q ? (Mark One) ? ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? for the quarterly period ended June 30, 2021 ? Or ? ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? for the transition period from to ? Commission File Number: 001-39752 ? Petros Pharmaceuticals, Inc.

May 14, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? FORM 10-Q ? (Mark One) ? ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? for the quarterly period ended March 31, 2021 ? Or ? ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? for the transition period from to ? Commission File Number: 001-39752 ? Petros Pharmaceuticals, Inc.

April 6, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 31, 2021 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File N

April 6, 2021 EX-10.1

Letter Agreement, dated as of March 31, 2021, by and between Metuchen Pharmaceuticals, LLC and Hybrid Medical LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 6, 2021).

Exhibit 10.1 200 U.S. 9, Suite 500, Manalapan Township, NJ 07726 March 31, 2021 Harold Hoium Chief Executive Officer Hybrid Medical LLC 5200 Wilson Road, Suite 150 Edina, Minnesota 55424 Dear Harold: This letter agreement (this ?Second Letter Agreement?) is being entered into as of March 31, 2021 (the "Effective Date") by and between Metuchen Pharmaceuticals LLC ("METUCHEN") and Hybrid Medical LLC

March 31, 2021 EX-10.9

License Agreement, dated as of March 14, 2020, by and between the Company and Hybrid Medical LLC (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021).

Exhibit 10.9 CONFIDENTIAL LICENSE AGREEMENT Dated as of March 24, 2020 between METUCHEN PHARMACEUTICALS LLC and HYBRID MEDICAL LLC CONFIDENTIAL TABLE OF CONTENTS 1. DEFINITIONS. 3 2. RIGHTS AND RESTRICTIONS. 9 3. RESPONSIBILITIES OF PARTIES. 11 4. PAYMENT TERMS. 14 5. REPRESENTATIONS, WARRANTIES AND COVENANTS. 18 6. TERM AND TERMINATION. 22 7. OWNERSHIP AND OTHER PROPRIETARY RIGHTS. 25 8. CONFIDEN

March 31, 2021 EX-10.2

First Amendment to Loan and Security Agreement, dated as of November 22, 2017, by and between the Company, the lenders a party thereto from time to time, and Hercules Capital, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021).

Exhibit 10.2 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of November 22, 2017 (the ?First Amendment Date?), is by and among METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (the ?Borrower?), the several banks and other financial institutions or entities party hereto a lenders (collectively, referr

March 31, 2021 EX-10.1

Loan and Security Agreement, dated as of September 30, 2016, by and between the Company, the lenders a party thereto from time to time, and Hercules Capital, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021).

Exhibit 10.1 EXECUTION VERSION LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made and dated as of September 30, 2016 and is entered into by and between METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (the ?Borrower?), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as ?Lender?

March 31, 2021 EX-10.10

Letter Agreement, dated as of September 24, 2020, by and between the Company and Hybrid Medical LLC (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021).

Exhibit 10.10 metuchen Pharmaceuticals 200 U.S. 9, Suite 500, Manalapan Township, NJ 07726 September 24, 2020 Harold Hoium Chief Executive Officer Hybrid Medica l LLC 5200 Wilson Road, Suite 150 Edina, Minnesota 55424 Dear Harold: This Letter Agreement is being entered into as of September 24, 2020 (the " Effective Date") by and between Metuchen Pharmaceuticals LLC ("MET UCHEN") and Hybrid Medical

March 31, 2021 EX-4.4

Exhibit 4.4

Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK General The following description of our capital stock and provisions of our amended and restated certificate of incorporation (the ?Articles of Incorporation?), and amended and restated by-laws (the ?By-laws?) are summaries and are qualified by reference to the Articles of Incorporation and the By-laws that are on file with the SEC. Authorized Capital Stoc

March 31, 2021 EX-10.3

Second Amendment to Loan and Security Agreement, dated as of April 13, 2020, by and between the Company, Pos-T-Vac, LLC, Timm Medical Technologies, LLC, the lenders a party thereto from time to time, and Hercules Capital, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021).

Exhibit 10.3 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of April 13, 2020 (the ?Second Amendment Date?), is by and among METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (?Metuchen?), Pos-T-Vac, LLC, a Delaware limited liability company (?PTV?), and Timm Medical Technologies, Inc., a Delaware c

March 31, 2021 EX-21

List of Subsidiaries (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021).

Exhibit 21 SUBSIDIARIES OF PETROS PHARMACEUTICALS, INC. (as of December 31, 2020) Company Jurisdiction Metuchen Pharmaceuticals, LLC Delaware TIMM Medical, Inc. Delaware Pos-T-Vac, LLC Delaware

March 31, 2021 10-K

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-39752 PETROS PHARMACEUT

March 31, 2021 EX-10.4

Third Amendment to Loan and Security Agreement, dated as of September 30, 2020, by and between the Company, Pos-T-Vac, LLC, Timm Medical Technologies, LLC, the lenders a party thereto from time to time, and Hercules Capital, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021).

Exhibit 10.4 EXECUTION VERSION THIRD AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENT This THIRD AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of September 30, 2020 (the ?Third Amendment Date?), is by and among METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (?Metuchen?), Pos-T-Vac, LLC, a Delaware limited liability company (?PTV?), and Ti

February 25, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 19, 2021 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39752 85-1410058 (State or other jurisdiction of incorporation) (Com

February 25, 2021 EX-10.1

Employment Offer Letter, entered into as of February 19, 2021, by and between Petros Pharmaceuticals, Inc. and Fady Boctor Form of Petros Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with February 25, 2021).

Exhibit 10.1 February 19, 2020 Mr. Fady Boctor 1054 Haverhill Rd. Chester Springs, PA 19425 Via email: [email protected] Re: Employment Offer Letter Dear Fady: On behalf of Petros Pharmaceuticals, Inc. (?Petros? or the ?Company?), I am pleased to offer you employment with Petros under the terms and conditions set forth in this letter (the ?Agreement?). The ?Effective Date? referenced in the a

February 25, 2021 EX-10.2

Form of Petros Pharmaceuticals, Inc. Nonqualified Stock Option Grant Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on February 25, 2021).

Exhibit 10.2 PETROS PHARMACEUTICALS, INC. 2020 OMNIBUS INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION GRANT AGREEMENT This Nonqualified Stock Option Grant Agreement (the ?Agreement?), dated as of [], [] (the ?Date of Grant?), is delivered by Petros Pharmaceuticals, Inc. (the ?Company?) to [] (the ?Grantee?). RECITALS A. The 2020 Omnibus Incentive Compensation Plan (the ?Plan?) provides for

February 3, 2021 CORRESP

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Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, New York 10036 February 3, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Courtney Lindsay Re: Petros Pharmaceuticals, Inc. Registration Statement on Form S-3 Filed January 29, 2021 File No. 333-252573 Ladies and Gentlemen: Pursua

January 29, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Petros Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Petros Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 71678J100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

January 29, 2021 S-3

- FORM S-3

As filed with the Securities and Exchange Commission on January 29, 2021 Registration No.

January 29, 2021 EX-4.4

Form of Subordinated Indenture (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-3 filed on January 29, 2021).

Exhibit 4.4 PETROS PHARMACEUTICALS, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a

January 29, 2021 EX-4.3

Form of Senior Indenture (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 filed on January 29, 2021).

Exhibit 4.3 PETROS PHARMACEUTICALS, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Senior Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a) 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 313(c

January 25, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

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): January 19, 2021 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39752 (Commission File

January 22, 2021 S-8

- FORM S-8

As filed with the Securities and Exchange Commission on January 22, 2021 Registration No.

January 20, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Petros Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Petros Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 71678J100 (CUSIP Number) December 1, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

January 19, 2021 8-K

Regulation FD Disclosure - 8-K

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): January 19, 2021 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39752 85-1410058 (State or other jurisdiction of incorporation) (Comm

December 31, 2020 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Explanatory Note On December 1, 2020, Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company” or “Petros”), Neurotrope, Inc., a Nevada corporation (“Neurotrope”), PM Merger Sub 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Petros (“Merger Sub 1”), PN Merger Sub 2, Inc., a Delaware c

December 31, 2020 EX-99.1

METUCHEN’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.1 METUCHEN’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following management’s discussion and analysis of Metuchen’s financial condition and results of operations together with Metuchen’s quarterly unaudited condensed consolidated financial statements and related notes thereto included in this Exhibit 99.1 to this Form 8-K a

December 31, 2020 EX-10.1

Separation Agreement, entered into as of December 24, 2020, by and between the Company and Keith Lavan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 31, 2020).

Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (the “Agreement”) is made and entered into this 24th day of December, 2020, by and between Keith F. Lavan (“Employee”) and Metuchen Pharmaceuticals, LLC (“Metuchen” or the “Company”). WHEREAS, Employee is currently employed by Metuchen as its SVP, Chief Financial Officer; and WHEREAS, Employee and Metuchen mutually desire to end Employee’

December 31, 2020 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2020 (December 1, 2020) Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of in

December 15, 2020 EX-10.1

Bonus Agreement, entered into as of December 11, 2020, by and between Petros Pharmaceuticals, Inc. and Fady Boctor (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 15, 2020).

Exhibit 10.1 BONUS AGREEMENT This Bonus Agreement (this “Agreement”) is made and entered into as of December 11, 2020, by and between Petros Pharmaceuticals, Inc. (“Petros”) and Fady Boctor (“Employee”). WHEREAS, the Company has determined that it is appropriate to award a bonus to Employee, whose continued service is important to the welfare of the Company. NOW, THEREFORE, the parties hereto, int

December 15, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

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): December 11, 2020 (December 15, 2020) Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-3

December 11, 2020 SC 13D

PTPI / Petros Pharmaceuticals, Inc. / SHULMAN JOHN D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Petros Pharmaceuticals, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 71678J100 (CUSIP Number) John D. Shulman c/o JCP III SM AIV, L.P. 5301 Wisconsin Avenue, NW Suite 570 Washington, DC 20015 (301) 215-774

December 11, 2020 EX-99.1

Joint Filing Agreement.

EXHIBIT A JOINT FILING AGREEMENT Petros Pharmaceuticals, Inc. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13D and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that

December 10, 2020 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): December 10, 2020 (December 7, 2020) Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39

December 2, 2020 EX-3.2

Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 2, 2020).

Exhibit 3.2 BY-LAWS OF PETROS PHARMACEUTICALS, INC. ARTICLE I Certificate of Incorporation and By-Laws These by-laws (“By-Laws”) are subject to the Certificate of Incorporation of Petros Pharmaceuticals, Inc. (the “Corporation”), as amended to date. In these By-Laws, references to law, the Certificate of Incorporation and By-Laws mean the law, the provisions of the Certificate of Incorporation and

December 2, 2020 EX-10.1

Registration Rights Agreement, dated as of December 1, 2020, by and among Petros Pharmaceuticals, Inc. and JCP III SM AIV, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 2, 2020).

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT by and between PETROS PHARMACEUTICALS, INC., JCP III SM AIV, L.P. Dated as of December 1, 2020 Table of Contents Page Section 1. Certain Definitions 1 Section 2. Registration Rights 5 2.1. Demand Registrations 5 2.2. Piggyback Registrations 10 2.3. Allocation of Securities Included in Registration Statement 11 2.4. Registration Procedures 14 2.5. Registra

December 2, 2020 EX-99.1

Neurotrope and Metuchen Pharmaceuticals Announce Completion of Merger Forming Petros Pharmaceuticals – Petros to Grow and Pursue Non-Prescription / Over-The-Counter (“OTC”) Strategies for FDA-Approved Erectile Dysfunction Drug Therapy – Petros To Tra

Exhibit 99.1 Neurotrope and Metuchen Pharmaceuticals Announce Completion of Merger Forming Petros Pharmaceuticals – Petros to Grow and Pursue Non-Prescription / Over-The-Counter (“OTC”) Strategies for FDA-Approved Erectile Dysfunction Drug Therapy – Petros To Trade on Nasdaq Under New Symbol PTPI – – Neurotrope Bioscience, Inc. Assets To Be Spun Out Into Separately Traded Public Company – NEW YORK

December 2, 2020 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events - FORM 8-K

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): December 2, 2020 (December 1, 2020) Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-397

December 2, 2020 EX-3.1

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 2, 2020).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PETROS PHARMACEUTICALS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Petros Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY:

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