Petros Pharmaceuticals, Inc.

Previous wording

Warrant issuance costs for the three months ended March 31, 2026, and March 31, 2025, were $0 and $10,420,982, respectively. The warrant issuance costs of $10.4 million were associated with the February 2025 Public Offering (as defined herein).

Current wording

Warrant issuance costs for the six months ended June 30, 2026, and June 30, 2025, were $0 and $10,420,982, respectively. The warrant issuance costs of $10.4 million were associated with the February 2025 Public Offering (as defined herein).

Previous wording

For the three months ended March 31, 2026, and March 31, 2025, the Company recorded a gain of approximately $0.0 million and $10.6 million, respectively, for the change in fair value of the warrant liability. The gain in 2025 was related to the decrease in fair value of the Series Warrants issued in the Public Offering.

Current wording

For the six months ended June 30, 2026, and June 30, 2025, the Company recorded a gain of approximately $0.0 million and $10.3 million, respectively, for the change in fair value of the warrant liability. The gain in 2025 is related to the decrease in fair value of the Series Warrants issued in the Public Offering.

Previous wording

Selling, general and administrative expenses for the three months ended March 31, 2026, and March 31, 2025, were $1,027,179 and $1,458,349, respectively. Selling, general and administrative expenses include administrative and corporate expenses.

Current wording

Selling, general and administrative expenses for the three months ended June 30, 2026, and June 30, 2025, were $988,501 and $1,800,778, respectively. Selling, general and administrative expenses include administrative and corporate expenses.

Previous wording

Selling, general and administrative expenses decreased by $431,170 or 30% during the three months ended March 31, 2026, compared to the three months ended March 31, 2025. Decreased selling, general and administrative expenses were primarily driven by decreased professional service fees of $408,646 and decreased other operating expenses of $82,646 partially offset by increased payroll and benefits expenses of $19,841 and increased stock-based compensation expense of $40,281.

Current wording

Selling, general and administrative expenses decreased by $812,277, or 45.1%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Decreased selling general and administrative expenses were primarily driven by decreased professional service fees of $778,302 due to the absence of ABC-related costs incurred during the prior-year period and payroll and benefits expenses of $119,954 partially offset by increased stock-based compensation expense of $43,585 and other operating expenses of $42,394.

Previous wording

Interest income for the three months ended March 31, 2026, and March 31, 2025, was $40,143 and $47,790, respectively. Petros invested its cash in money market securities during 2025 and 2024.

Current wording

Interest income for the three months ended June 30, 2026, and 2025, was $31,976 and $88,849, respectively. The decrease is attributable to the decrease in cash balances available for investing. Petros invested its cash in money market securities during 2026 and 2025.

Previous wording

For the three months ended March 31, 2026, and March 31, 2025, the Company recorded losses of $0.0 million and $1.1 million, respectively, from discontinued operations.

Current wording

For the three months ended June 30, 2026, and June 30, 2025, the Company recorded losses of $0.0 million and a gain of $0.5 million, respectively, from discontinued operations.

Previous wording

As a result of the delisting, the Company’s Common Stock now trades on the OTCID® Basic Market (the “OTCID”) under the symbol “PTPI.” Trading on the OTCID market may limit the liquidity of the Company’s Common Stock, making it more difficult for investors to buy or sell shares at desired prices or in desired quantities. In addition, OTCID markets are generally less regulated and more volatile than national securities exchanges. The lack of analyst coverage and lower visibility may also reduce investor interest and negatively affect the Company’s stock price. Furthermore, the delisting may hinder the Company’s ability to raise capital, attract institutional investors, or retain key personnel.

Current wording

As a result of the delisting, the Company’s Common Stock now trades on the OTCID® Basic Market (the “OTCID”) under the symbol “PTPI.” Trading on the OTCID market may limit the liquidity of the Company’s Common Stock, making it more difficult for investors to buy or sell shares at desired prices or in desired quantities. In addition, OTCID markets are generally less regulated and more volatile than national securities exchanges. The lack of analyst coverage and lower visibility may also reduce investor interest and negatively

Previous wording

The Company has experienced net losses and negative cash flows from operations since our inception. As of March 31, 2026, the Company had cash and cash equivalents of approximately $4.4 million, working capital of $1.8 million from continuing operations, an accumulated deficit of approximately $112.3 million and used cash in operations during the three months ended March 31, 2026, of approximately $0.8 million.

Current wording

The Company has experienced net losses and negative cash flows from operations since our inception. As of June 30, 2026, the Company had cash and cash equivalents of approximately $3.5 million, working capital of $0.7 million from continuing operations, an accumulated deficit of approximately $113.2 million and used cash in operations during the six months ended June 30, 2026, of approximately $1.6 million.

Previous wording

condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that might result from these uncertainties. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Current wording

The Company does not currently have sufficient available liquidity to fund its operations for at least the next 12 months. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that might result from these uncertainties. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Previous wording

On February 17, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional and accredited investors (collectively, the “Investors”) for the issuance and sale, in a best efforts public offering (the “Public Offering”), of (i) 558,000 units (the “Units”), each Unit consisting of one share (the “Shares”) of the Company’s Common Stock, one Series A Warrant (the “Series A Warrants”) to purchase 0.25 share of Common Stock (the “Series A Warrant Shares”) and one Series B Warrant (the “Series B Warrants,” and together with the Series A Warrants, the “Series Warrants”) to purchase one shares of Common Stock (the “Series B Warrant Shares” and, together with the Series A Warrant Shares, the “Series Warrant Shares”) and (ii) 1,042,000 pre-funded units (the “Pre-Funded Units”), each Pre-Funded Unit consisting of one pre-funded warrant (the “Pre-Funded Warrants”) to purchase one share of Common Stock (the “Pre-Funded Warrant Shares”), one Series A Warrant and one Series B Warrant. The public offering price was $6.00 per Unit and $5.9975 per Pre-Funded Unit. The Offering closed on February 19, 2025. The initial exercise price of each of the Series A Warrants and the Series B Warrants was $12.00 per share of Common Stock, which was subsequently adjusted as set forth herein. The aggregate gross proceeds from the Offering were approximately $9.6 million before deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

Current wording

On February 17, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional and accredited investors (collectively, the “2025 Investors”) for the issuance and sale, in a best efforts public offering (the “Public Offering”), of (i) 558,000 units (the “Units”), each Unit consisting of one share (the “Shares”) of the Company’s Common Stock, one Series A Warrant (the “Series A Warrants”) to purchase 0.25 share of Common Stock (the “Series A Warrant Shares”) and one Series B Warrant (the “Series B Warrants,” and together with the Series A Warrants, the “Series Warrants”) to purchase one share of Common Stock (the “Series B Warrant Shares” and, together with the Series A Warrant Shares, the “Series Warrant Shares”) and (ii) 1,042,000 pre-funded units (the “Pre-Funded Units”), each Pre-Funded Unit consisting of one pre-funded warrant (the “Pre-Funded Warrants”) to purchase one share of Common Stock (the “Pre-Funded Warrant Shares”), one Series A Warrant and one Series B Warrant. The public offering price was $6.00 per Unit and $5.9975 per Pre-Funded Unit. The Offering closed on February 19, 2025. The initial exercise price of each of the Series A Warrants and the Series B Warrants was $12.00 per share of Common Stock, which was subsequently adjusted as set forth herein. The aggregate gross proceeds from the Offering were approximately $9.6 million before deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

Previous wording

The amortization payments due upon redemptions are payable, at our election, in cash at 107% of the Installment Redemption Amount (as defined in the Certificate of Designations), or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) $9.90 or such lower amount as permitted, from time to time, by the Nasdaq Stock Market, subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events.

Current wording

The amortization payments due upon redemptions are payable, at our election, in cash at 107% of the Installment Redemption Amount (as defined in the Certificate of Designations), or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) 80% of the average of the three lowest closing prices of the Common Stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) $9.90 or such lower amount as

Previous wording

On October 11, 2024, the Company entered into an Amendment Agreement with the Required Holders (as defined in the Certificate of Designations) pursuant to which, the Required Holders agreed to amend the Certificate of Designations of the Company’s Series A Preferred Stock, by filing a Certificate of Amendment with the Secretary of State of the State of Delaware (“October 2024 Certificate of Amendment”). The October 2024 Certificate of Amendment amends the Certificate of Designations to, among other things, provide that, except as required by applicable law, the holders of the Series A Preferred Stock will be entitled to vote with holders of the Common Stock on an as converted basis, with the number of votes to which each holder of Series A Preferred Stock is entitled to be determined by dividing the Stated Value (as defined in the Certificate of Designations) by a conversion price equal to $56.25 per share, which was the “Minimum Price” (as defined in Nasdaq Listing Rule 5635(d)) applicable immediately before the execution and delivery of the purchase agreement executed in connection with the issuance of the Series A Preferred Stockequal, subject to certain beneficial

Current wording

On October 11, 2024, the Company entered into an Amendment Agreement with the Required Holders (as defined in the Certificate of Designations) pursuant to which, the Required Holders agreed to amend the Certificate of Designations of the Company’s Series A Preferred Stock, by filing a Certificate of Amendment with the Secretary of State of the State of Delaware (“October 2024 Certificate of Amendment”). The October 2024 Certificate of Amendment amends the Certificate of Designations to, among other things, provide that, except as required by applicable law, the holders of the Series A Preferred Stock will be entitled to vote with holders of the Common Stock on an as converted basis, with the number of votes to which each holder of Series A Preferred Stock is entitled to be determined by dividing the Stated Value (as defined in the Certificate of Designations) by a conversion price equal to $56.25 per share, which was the “Minimum Price” (as defined in Nasdaq Listing Rule 5635(d)) applicable immediately before the execution and delivery of the purchase agreement executed in connection with the issuance of the Series A Preferred Stock, subject to certain beneficial ownership limitations and adjustments for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions, as set forth in the Certificate of Designations. The October 2024 Certificate of Amendment was filed with the Secretary of State of the State of Delaware, effective as of October 11, 2024.

Previous wording

As of March 31, 2026, the exercise price of the Warrants was $0.1269 per share.

Current wording

As of June 30, 2026, the exercise price of the Warrants was $0.0062 per share.

Previous wording

The following table summarizes the Company’s cash flows for the three months ended March 31, 2026, and 2025:

Current wording

The following table summarizes the Company’s cash flows for the six months ended June 30, 2026, and 2025:

Previous wording

Net cash used in operating activities for the three months ended March 31, 2026, was $784,272, which primarily reflected the Company’s net loss of $1,027,179, which was inclusive of noncash adjustments to reconcile net loss to net cash used in operating activities of $120,319 consisting of the employee stock-based compensation expense, and changes in operating assets and liabilities of $82,445 largely driven by accounts payable and accrued expenses related to professional fees and employee bonuses.

Current wording

Net cash used in operating activities for the six months ended June 30, 2026, was $1,648,127, which primarily reflected the Company’s net loss of $1,942,661, which was inclusive of noncash adjustments to reconcile net loss to net cash used in operating activities of $238,225 consisting of the employee stock-based compensation expense, and changes in operating assets and liabilities of $57,209 largely driven by accounts payable and accrued expenses related to professional fees and employee bonuses.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2025, was $1,494,593, which primarily reflected the Company’s net loss of $1,199,541, in addition to noncash adjustments to reconcile net loss to net cash used in operating activities of $130,980 consisting of the change in the fair value of the warrant liability, noncash warrant expense, and stock-based compensation, and changes in operating assets and liabilities of $164,072 largely driven by accrued expenses related to professional fees and employee bonuses and equity issuance fees.

Current wording

Net cash used in operating activities for the six months ended June 30, 2025, was $2,675,913, which primarily reflected the Company’s net loss of $3,172,824, which was inclusive of a loss from discontinued operations of $559,665, in addition to noncash adjustments to reconcile net loss to net cash used in operating activities of $6,700,618 consisting of the change in the fair value of the warrant liability, noncash warrant expense, and the gain on the assignment of the Subsidiaries and Vivus settlement, and changes in operating assets and liabilities of $292,216 largely driven by accounts payable and accrued expenses related to professional fees and employee bonuses and equity issuance fees.

Previous wording

Net cash provided by financing activities was $0 for the three months ended March 31, 2026.

Current wording

Net cash provided by financing activities was $0 for the six months ended June 30, 2026.

Previous wording

Net cash provided by financing activities was $8,707,002 for the three months ended March 31, 2025, consisting of proceeds from the February 2025 Equity Financing.

Current wording

Net cash provided by financing activities was $8,278,769 for the six months ended June 30, 2025, consisting of proceeds from the February 2025 Equity Financing Offering, and the payment for the redemption of Series A Preferred Stock.