Petros Pharmaceuticals, Inc.

DEF 14A 1 tm258582d4_def14a.htm 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

Filed by the Registrantx

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 §240.14a-12

PETROS PHARMACEUTICALS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x No fee required

¨ Fee paid previously with preliminary materials

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

March 18, 2025

To Our Stockholders:

On behalf of the Board of Directors (the “Board”) of Petros Pharmaceuticals, Inc. (the “Company,” “Petros,” “our” or “we”), I cordially invite you to attend our 2025 special meeting of stockholders (the “Special Meeting”) at 10 a.m. Eastern Time on Thursday, April 10, 2025. To provide access to our stockholders regardless of geographic location, this year’s Special Meeting will be held in a virtual-only meeting format at www.virtualshareholdermeeting.com/PTPI2025SM.

Details regarding the meeting, the business to be conducted at the Special Meeting and information about Petros that you should consider when you vote your shares are described in the accompanying Notice of Special Meeting of Stockholders (“Notice”), the Proxy Statement and the proxy card. We urge you to review these materials carefully and to vote your shares electronically via the Internet or by completing and returning the proxy card or voting instruction form. Our Proxy Statement is available atwww.proxyvote.com.

At the Special Meeting, we will ask stockholders to: (i) approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock, par value $0.0001 per share (the “Common Stock”) underlying the Series A warrants (the “Series A Warrants”) and Series B warrants (the “Series B Warrants” and, together with the Series A Warrants, the “Series Warrants”), including by operation of certain anti-dilution provisions contained therein, issued by us in a public offering transaction (the “Offering”) on February 19, 2025 (including an aggregate of approximately 1,064,846,416.38 shares of Common Stock issuable upon exercise of the Series Warrants which consists of (i) an aggregate of approximately 81,911,262.80 shares of Common Stock issuable upon exercise of 40,000,000 Series A Warrants issued in the Offering (assuming the full exercise of the Series A Warrants at an exercise price equal to the floor price of $0.0586) and (ii) an aggregate of approximately 982,935,153.58 shares of Common Stock issuable upon exercise of 40,000,000 Series B Warrants issued in the Offering (assuming (x) the full exercise of the Series B Warrants at an exercise price equal to the floor price of $0.0586 and (y) all the Series B Warrants are exercised on the “zero exercise price” basis), (ii) approve an amendment to our Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to effect, at the discretion of the Board but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Special Meeting, a reverse stock split of all of the outstanding shares of our Common Stock at a ratio in the range of 1-for-250 to 1-for-500, with such ratio to be determined by the board of directors of the Company in its discretion and included in a public announcement; (iii) approve the Third Amendment to the Petros Pharmaceuticals, Inc. Amended and Restated 2020 Omnibus Incentive Compensation Plan, as amended, to increase the total number of shares of the Company’s Common Stock authorized for issuance under such plan by 1,000,000,000, to a total of 1,002,760,000 shares of Common Stock; (iv) approve an amendment to the Company’s Charter, to increase the number of our authorized shares of Common Stock from 250,000,000 shares to 7,000,000,000 shares and to make a corresponding change to the number of authorized shares of capital stock; and (v) approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals.

The Board recommends the approval of each of these five proposals. Such other business will be transacted as may properly come before the Special Meeting.

We hope you will be able to attend the Special Meeting. Whether you plan to attend the Special Meeting or not, your vote is important. We encourage you to vote your shares electronically via the Internet or by completing and returning your proxy card prior to the Special Meeting, in order for your shares to be represented and voted at the Special Meeting. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Special Meeting.

We urge you to read the accompanying Notice and Proxy Statement carefully and vote in accordance with the Board’s recommendations on all proposals.

Thank you for your continued support of Petros Pharmaceuticals, Inc. We look forward to seeing you at the Special Meeting.

Sincerely,

/s/ Joshua Silverman

Joshua Silverman,

Chairman of the Board

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON THURSDAY, APRIL 10, 2025:

Our official Notice of Special Meeting of Stockholders and Proxy Statement are available at: www.proxyvote.com

**NOTICE OF 2025 SPECIAL MEETING OF STOCKHOLDERS OF

PETROS PHARMACEUTICALS, INC.

March 18, 2025

TIME: 10 a.m. Eastern Time

DATE: April 10, 2025

PLACE: www.virtualshareholdermeeting.com/PTPI2025SM

Purposes:

Stockholders are referred to the Proxy Statement for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration,the Board of Directors recommends a vote “FOR” Proposals 1 - 5.

Who May Vote:

Only stockholders of record as of the close of business on February 19, 2025 (the “Record Date”) are entitled to receive notice of and to vote at the Special Meeting and any adjournments or postponements of the meeting. Purchasers of shares of Common Stock and/or pre-funded warrants (the “Pre-Funded Warrants”) exercisable for shares of Common Stock sold in the Offering are not entitled to vote such shares of Common Stock or shares of Common Stock issuable upon exercise of such Pre-Funded Warrants on the Issuance Proposal.

You will be able to participate in the virtual Special Meeting online and vote your shares electronically during the meeting. You will not be able to attend the Special Meeting in person.

To virtually attend the Special Meeting, you must be a stockholder of record or beneficial owner as of the close of business on the Record Date. You will be able to virtually attend and participate in the Special Meeting by visitingwww.virtualshareholdermeeting.com/PTPI2025SMand entering the control number included in your proxy card. Stockholders of record will need their control number to vote at the virtual Special Meeting. If you encounter any difficulties accessing the virtual Special Meeting, please call the technical support number available on the virtual meeting page on the morning of the Special Meeting. Those without a control number may attend as guests of the meeting, but they will not have the option to vote their shares during the meeting. Beneficial owners of shares held in street name will need to follow the instructions provided by their broker, bank, trustee or other nominee that holds their shares. Stockholders will be also able to submit questions during the Special Meeting.

All stockholders are cordially invited to attend the Special Meeting. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for examination during normal business hours for ten (10) calendar days before the Special Meeting at our address above. To the extent office access is impracticable, you may email Michael Fein of Campaign Management, LLC, our proxy solicitor, at info@campaign-mgmt.com for alternative arrangements to examine the stockholder list. The email should state the purpose of the request and provide proof of ownership of our voting securities as of the Record Date. The stockholder list will also be available online during the Special Meeting.

Whether you plan to attend the Special Meeting or not, we urge you to vote by following the instructions on your proxy card and submit your proxy by Internet or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting, pursuant to the directions set forth in the proxy materials.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Joshua Silverman

Joshua Silverman,

Chairman of the Board

TABLE OF CONTENTS

i

**Petros Pharmaceuticals, Inc.

1185 Avenue of the Americas, 3rd Floor

New York, NY 10036

**PROXY STATEMENT FOR THE

2025 SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 10, 2025

This Proxy Statement, along with the Notice of Special Meeting of Stockholders, contains information about the 2025 Special Meeting of Petros Pharmaceuticals, Inc., including any adjournments or postponements thereof. We are holding the Special Meeting at 10 a.m. Eastern Time, on Thursday, April 10, 2025, in virtual format atwww.virtualshareholdermeeting.com/PTPI2025SM.

In this Proxy Statement, we refer to Petros Pharmaceuticals, Inc. as “Petros,” “the Company,” “we” and “us.”

This Proxy Statement relates to the solicitation of proxies by our Board of Directors for use at the Special Meeting.

On or about March 18, 2025, we began sending proxy materials to stockholders entitled to vote at the Special Meeting.

**IMPORTANT NOTICE REGARDING THE

AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER SPECIAL MEETING

TO BE HELD ON APRIL 10, 2025

This Proxy Statement and our Notice of Special Meeting of Stockholders are available for viewing, printing and downloading atwww.proxyvote.com.

The executive offices of the Company are located at, and the mailing address of the Company is, 1185 Avenue of the Americas, 3rd Floor, New York, NY 10036.

At the 2025 special meeting of stockholders (the “Special Meeting”), the Company expects the following matters to be acted upon:

The Board unanimously recommends that you vote “FOR” proposals 1, 2, 3, 4 and 5.