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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
File Number)

85-1410058

(I.R.S. Employer

Identification No.)

 

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036
(Address of principal executive offices) (Zip code)

 

(973) 242-0005
(Registrant's telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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

 

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

 

Emerging growth company x

 

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

  

 

  

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On November 20, 2024, Petros Pharmaceuticals, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). As of the close of business on October 14, 2024, the record date for the Annual Meeting, there were 10,008,822 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued and outstanding, with each share entitled to one vote, and 1,038.44 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (“Preferred Stock”), issued and outstanding, with the Preferred Stock entitled to an aggregate of 461,523 votes, constituting all of the eligible securities entitled to vote on the proposals described below. Holders of the Company’s Common Stock and Preferred Stock with a total aggregate voting power of 4,366,998 votes were present in person or represented by proxy at the Annual Meeting.

 

The matters described below were submitted to a vote of the holders of the Company’s Common Stock and Preferred Stock at the Annual Meeting. Each proposal is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 25, 2024, as supplemented on November 18, 2024 (the “Proxy Statement”). All proposals were approved by the Company’s stockholders.

 

1. Election of the three directors named in the Proxy Statement to the Board to serve until the annual meeting of stockholders in 2025 or until each one’s respective successor has been duly elected and qualified.

 

Nominee  For  Against  Abstain  Broker Non-Votes  
Joshua N. Silverman  1,897,502  115,574  12,831  2,341,091  
Bruce T. Bernstein  1,900,520  112,456  12,931  2,341,091  
Wayne R. Walker  1,898,782  113,364  13,761  2,341,091  

 

2. Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

For  Against  Abstain
3,984,099  233,743  149,156

 

3. Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers.

 

For  Against  Abstain  Broker Non-Votes
1,433,687  577,296  14,924  2,341,091

 

4. Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, at the discretion of the Board but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock split of all of the outstanding shares of the Company’s Common Stock at a ratio in the range of 1-for-2 to 1-for-25, with such ratio to be determined by the Board in its discretion and included in a public announcement.

 

For  Against  Abstain  Broker Non-Votes
2,949,518  1,350,781  66,699  2,341,091

 

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

 

For  Against  Abstain  Broker Non-Votes
2,797,349  1,505,101  64,548  2,341,091

 

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

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  PETROS PHARMACEUTICALS, INC.
     
Date: November 21, 2024 By: /s/ Fady Boctor
    Name: Fady Boctor
    Title: President and Chief Commercial Officer

 

 

 

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Nov. 20, 2024
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Entity File Number 001-39752
Entity Registrant Name Petros Pharmaceuticals, Inc.
Entity Central Index Key 0001815903
Entity Tax Identification Number 85-1410058
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1185 Avenue of the Americas
Entity Address, Address Line Two 3rd Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
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Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol PTPI
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Elected Not To Use the Extended Transition Period false
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