Financial Performance - Petros reported a net income of $2,250,101 for the nine months ended September 30, 2025, compared to a net loss of $5,045,350 for the same period in 2024[108]. - The loss from continuing operations for the nine months ended September 30, 2025, was $4,163,536, compared to a loss of $152,361 in 2024[108]. - The company experienced a loss on discontinued operations of $0.6 million for the nine months ended September 30, 2025, compared to a loss of $4.9 million in 2024[116]. - Loss from continuing operations for the three months ended September 30, 2025, was $922,723, compared to a loss of $919,541 in 2024[117]. - Net cash used in operating activities for the nine months ended September 30, 2025, was $3,809,837, reflecting a net loss of $2,250,101[175]. - Net cash used in operating activities for the nine months ended September 30, 2024, was $3,663,934, reflecting a net loss of $5,045,350[176]. Operating Expenses - Operating expenses for the nine months ended September 30, 2025, were $4,249,864, an increase of $200,475 or 5% from $4,049,389 in 2024[109][110]. - Operating expenses for the three months ended September 30, 2025, were $990,737, a decrease of $206,622 or 17% from $1,197,359 in 2024[118][119]. Revenue and Asset Management - The company discontinued sales of Stendra® as of March 2025, impacting its revenue stream significantly[91][94]. - The company reported a gain of $7.0 million for the disposal of assets and settlement with Vivus for the nine months ended September 30, 2025, compared to $0 million in 2024[115]. - For the nine months ended September 30, 2025, the company recorded a gain of $10.3 million from the change in fair value of the warrant liability, compared to $0.0 million in the same period of 2024[113]. Financing and Capital Structure - The company is exploring various financing strategies to obtain additional liquidity, including secured or unsecured debt, convertible debt, and equity offerings[132]. - The company plans to finance near-term operations by increasing cash flows from operations and exploring additional ways to raise capital[132]. - The company has raised approximately $15 million from a private placement of Series A Preferred Stock in July 2023, which is convertible into shares of Common Stock[134]. - The Company entered into an Amendment Agreement to defer unpaid Series A Preferred Stock payments to July 15, 2025, and extend the maturity date[142]. - The Series A Preferred Stock accrues dividends at 8% per annum, increasing to 15% per annum upon a Triggering Event[146][147]. - The Company issued 558,000 units in a public offering at $6.00 per unit, raising approximately $9.6 million in gross proceeds[159]. - Net cash provided by financing activities was $8,161,458 for the nine months ended September 30, 2025, consisting of proceeds from the Public Offering[177]. Stock and Warrant Information - The exercise price of the Series A Warrants was adjusted to $0.36625 per 0.25 share following a Reverse Stock Split[160]. - The Company filed a registration statement to register for resale 200% of the Conversion Shares and Warrant Shares, effective September 18, 2023[158]. - The Series A Preferred Stock conversion price was adjusted to $0.1269 per share due to anti-dilution provisions[157]. - The Company issued 13,949 shares of Common Stock as equity awards, representing over 5% of the outstanding shares prior to the Purchase Agreement[148]. - The holders of Series A Preferred Stock are entitled to redeem their shares at a premium during a Triggering Event[146]. - The Warrant Stockholder Approval was obtained on April 10, 2025, allowing for adjustments to the exercise price and number of shares[165]. - The aggregate gross proceeds from the Public Offering were approximately $9.6 million before deducting estimated offering expenses[171]. - The Company incurred transaction costs attributable to the Series B Warrants of approximately $10.4 million, which were expensed immediately upon issuance[173]. - The fair value of the Warrants after anti-dilution adjustments was estimated at approximately $35.9 million[169]. - The exercise price of the Warrants was adjusted to $6.00 per share, and the number of shares issuable upon exercise was adjusted to 2,700,000 shares[168]. Company Structure and Compliance - As of June 16, 2025, the company assigned all assets of its subsidiaries to a third-party fiduciary, marking a significant restructuring[97]. - The company faced delisting from Nasdaq due to non-compliance with minimum bid price and stockholders' equity requirements[98][102]. - The company is currently trading on the OTC Markets under the symbol "PTPI" following its delisting from Nasdaq on May 22, 2025[104][105]. - The Company has not entered into any off-balance sheet financial guarantees or derivative contracts[178]. - The Company is subject to certain covenants regarding indebtedness and asset transfers[150].

PART I—FINANCIAL INFORMATION [Item 1. Unaudited Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) This section presents Petros Pharmaceuticals, Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in equity, and cash flows, along with notes on operations, accounting policies, discontinued operations, equity, and fair value measurements, highlighting strategic shifts, liquidity, and Nasdaq delisting [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202025%2C%20and%20December%2031%2C%202024) Unaudited Condensed Consolidated Balance Sheets | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Cash and cash equivalents | $7,321,501 | $1,718,645 | | Total current assets | $7,396,843 | $7,294,278 | | Total assets | $7,396,843 | $10,635,310 | | Total current liabilities | $2,949,960 | $18,027,665 | | Total liabilities | $2,949,960 | $18,102,888 | | Total Stockholders' Equity (Deficit) | $4,446,883 | $(7,467,578) | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%2C%20and%202024) Unaudited Condensed Consolidated Statements of Operations | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------------------------------------ | :----------------------------- | :----------------------------- | :------------------------------ | :------------------------------ | | Operating expenses | $3,259,127 | $2,852,030 | $1,800,778 | $1,349,103 | | Loss from continuing operations | $(3,259,127) | $(2,852,030) | $(1,800,778) | $(1,349,103) | | Total other income (expenses) | $18,314 | $3,619,210 | $(240,494) | $1,733,391 | | Net Income (loss) | $3,172,824 | $(2,824,689) | $5,432,846 | $(662,026) | | Basic and Diluted EPS (continuing operations) | $(3.73) | $(29.52) | $(1.58) | $(5.71) | | Basic and Diluted EPS (total) | $(3.26) | $(44.31) | $(1.29) | $(9.25) | [Unaudited Condensed Consolidated Statements of Changes in Convertible Redeemable Preferred Stock and Stockholders' Equity and Deficit](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Convertible%20Redeemable%20Preferred%20Stock%20and%20Stockholders%27%20Equity%20and%20Deficit%20for%20the%20three%20and%20six%20months%20ended%20June%2030%2C%202025%2C%20and%202024) Unaudited Condensed Consolidated Statements of Changes in Convertible Redeemable Preferred Stock and Stockholders' Equity and Deficit | Metric | Balance, Dec 31, 2024 | Stock-based comp. | Preferred Stock redemption | Cashless exercise of Series B Warrants | Net Income (loss) | Balance, June 30, 2025 | | :-------------------------------- | :-------------------- | :------------------ | :------------------------- | :------------------------------------- | :---------------- | :--------------------- | | Common Stock Amount | $42 | — | $103 | $3,921 | — | $4,228 | | Additional Paid-in Capital | $105,740,751 | $154,359 | $476,341 | $8,613,822 | — | $114,478,202 | | Accumulated Deficit | $(113,208,371) | — | — | — | $3,172,824 | $(110,035,547) | | Total Stockholders' Equity (Deficit) | $(7,467,578) | $154,359 | $476,444 | $8,617,743 | $3,172,824 | $4,446,883 | [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20six%20months%20ended%20June%2030%2C%202025%2C%20and%202024) Unaudited Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(4,667,239) | $(2,797,210) | | Net cash provided by (used in) financing activities | $8,278,769 | $(3,079,751) | | Net increase (decrease) in cash | $3,611,530 | $(5,876,961) | | Cash and cash equivalents, end of period | $7,321,501 | $7,460,014 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [1) Nature of Operations, Basis of Presentation, Liquidity and Going Concern](index=8&type=section&id=1)%20Nature%20of%20Operations%2C%20Basis%20of%20Presentation%2C%20Liquidity%20and%20Going%20Concern) - Petros Pharmaceuticals, Inc. has **discontinued** the commercialization and sales of Stendra® and vacuum erection devices (VEDs) through its subsidiaries Metuchen, Timm Medical, and PTV. The company is now **focused on developing** a proprietary integrated technology solutions platform for Rx-to-OTC switch and ACNU Products[21](index=21&type=chunk)[22](index=22&type=chunk) - The company effected a **1-for-25 reverse stock split** on April 30, 2025, with shares trading on a split-adjusted basis on Nasdaq from May 1, 2025[23](index=23&type=chunk) - As of June 30, 2025, the Company had **$7.3 million in cash and cash equivalents**, **$4.4 million in working capital** from continuing operations, and an **accumulated deficit of $110 million**. The company does not have sufficient liquidity for the next 12 months, raising **substantial doubt about its ability to continue as a going concern**[24](index=24&type=chunk) - Petros' securities were **delisted from Nasdaq on May 22, 2025**, due to non-compliance with minimum bid price, stockholders' equity requirements, and public interest concerns. Trading has transitioned to the OTC Markets under the symbol 'PTPI'. The company is appealing the delisting decision[25](index=25&type=chunk)[28](index=28&type=chunk)[30](index=30&type=chunk) [2) Summary of Significant Accounting Policies](index=12&type=section&id=2)%20Summary%20of%20Significant%20Accounting%20Policies) - The financial statements are prepared in accordance with U.S. GAAP for interim reporting, with all necessary adjustments included. Intercompany transactions have been eliminated in consolidation[41](index=41&type=chunk) - Assets and liabilities of discontinued operations are presented separately, recorded at the lower of carrying amount or fair value less costs to sell, and are not depreciated or amortized after classification as held for sale[42](index=42&type=chunk)[43](index=43&type=chunk) [3) Discontinued Operations](index=13&type=section&id=3)%20Discontinued%20Operations) - As of March 31, 2025, the ABC Assets (Metuchen, Timm Medical, PTV) were classified as held for sale and discontinued operations, with their net assets and operations presented separately[45](index=45&type=chunk) ABC Assets' Discontinued Operations Financial Summary | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $1,346,445 | $2,810,276 | | Gross profit | $966,817 | $2,149,337 | | Loss from discontinued operations | $(559,665) | $(3,591,869) | | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Net sales | $632,908 | $1,421,471 | | Gross profit | $452,181 | $1,092,361 | | Gain (loss) from discontinued operations | $500,816 | $(1,046,314) | - The assignment of Metuchen's net liabilities on June 15, 2025, resulted in a **noncash gain of $6,973,302** during the three and six months ended June 30, 2025[47](index=47&type=chunk) [4) Accrued Expenses](index=14&type=section&id=4)%20Accrued%20Expenses) Accrued Expenses Breakdown | Accrued Expense Type | June 30, 2025 | December 31, 2024 | | :--------------------- | :------------ | :---------------- | | Accrued professional fees | $30,000 | $98,700 | | Accrued bonuses | $230,399 | — | | Other accrued expenses | $225 | $941 | | Total accrued expenses | $260,624 | $99,641 | [5) Stockholders' Equity](index=15&type=section&id=5)%20Stockholders%27%20Equity) - The Company amended the Series A Preferred Stock Certificate of Designations multiple times in 2025, extending the maturity date to **July 15, 2025**, and modifying payment schedules and restrictive covenants[50](index=50&type=chunk)[51](index=51&type=chunk) - During the six months ended June 30, 2025, the Company issued **1,031,638 shares of Common Stock** to settle **$476,444 of accrued Series A Preferred Stock payments** and made cash payments of **$224,249**[52](index=52&type=chunk) - In February 2025, the Company completed a public offering, issuing units and pre-funded units for gross proceeds of approximately **$9.6 million**, with net proceeds of **$8.5 million** intended for working capital and general corporate purposes[56](index=56&type=chunk) - Anti-dilution adjustments related to the Reverse Stock Split and Public Offering led to significant deemed dividends on Series A Warrants (**$3.27 million** for 3 and 6 months ended June 30, 2025) and other Warrants (**$35.4 million** and **$43.8 million** for 3 and 6 months ended June 30, 2025, respectively)[58](index=58&type=chunk)[64](index=64&type=chunk) - The Series B Warrants became exercisable after stockholder approval on April 10, 2025, allowing for an alternative cashless exercise option where holders receive **three times the shares** of a cash exercise[60](index=60&type=chunk)[61](index=61&type=chunk) - During the three months ended June 30, 2025, investors exercised **13,069,610 Series B Warrants** via alternative cashless exercise, resulting in the issuance of **39,208,828 Common Stock shares** and an **$8.6 million increase to stockholders' equity**[69](index=69&type=chunk) [6) Stock-Based Compensation](index=20&type=section&id=6)%20Stock-Based%20Compensation) - Stockholders approved an amendment to the Incentive Plan, increasing available shares for awards by **40,000,000** to a total of **40,110,400 shares**[70](index=70&type=chunk) Restricted Stock Awards Summary | Metric | Number of Shares | Weighted Average Grant Date Fair Value | | :------------------------------------ | :--------------- | :------------------------------------- | | Restricted Stock Awards Unvested at Dec 31, 2024 | — | — | | Restricted Stock Awards granted | 88,000 | $6.78 | | Restricted Stock Awards Unvested at June 30, 2025 | 88,000 | $6.78 | - Stock-based compensation expense for restricted stock awards was **$74,321** for the three months and **$154,359** for the six months ended June 30, 2025. Unrecognized expense is approximately **$482,000** over **1.62 years**[71](index=71&type=chunk) [7) Common Stock Warrants](index=20&type=section&id=7)%20Common%20Stock%20Warrants) Warrants Summary (Six Months Ended June 30, 2025) | Metric | Number of Warrants | Weighted-Average Exercise Price | | :------------------------------------ | :----------------- | :------------------------------ | | Warrants outstanding - December 31, 2024 | 324,273 | $340.50 | | Warrants issued in 2025 | 154,625,446 | $0.41 | | Warrants exercised 2025 | (14,108,922) | $1.39 | | Warrants expired in 2025 | (2,912) | $1,428.37 | | Warrants outstanding and exercisable - June 30, 2025 | 140,837,885 | $0.84 | - The Company issued **1,042,000 Pre-Funded Warrants**, **1,600,000 Series A Warrants**, and **1,600,000 Series B Warrants** in connection with the Public Offering[73](index=73&type=chunk) - Series B Warrants are classified as liabilities due to potential changes in settlement amounts upon alternative cashless exercise, while Pre-Funded and Series A Warrants are classified in stockholders' equity[74](index=74&type=chunk) - The fair value of Series B Warrants was estimated at **$18.9 million** at issuance, using a scenario-based option pricing model. A **gain of $10.3 million** was recorded for the change in fair value of warrant liability for the six months ended June 30, 2025, and a **loss of $0.3 million** for the three months ended June 30, 2025[75](index=75&type=chunk)[76](index=76&type=chunk) [8) Dilutive convertible securities](index=22&type=section&id=8)%20Dilutive%20convertible%20securities) Potentially Dilutive Securities Excluded from EPS Calculation | Security Type | June 30, 2025 | June 30, 2024 | | :-------------------------- | :------------ | :------------ | | Stock options | 14,624 | 20,365 | | RSA's | 88,000 | — | | Series A Convertible Preferred stock | — | 81,528 | | Warrants | 131,080,918 | 327,683 | | Total | 131,183,542 | 429,576 | [9) Commitments and Contingencies](index=22&type=section&id=9)%20Commitments%20and%20Contingencies) - The Company is involved in various legal matters in the normal course of business, but does not expect the outcome to have a material effect on its financial position, cash flows, or results of operations[78](index=78&type=chunk) [10) Segment Information](index=22&type=section&id=10)%20Segment%20Information) - Due to the Vivus Termination Agreement and the assignment of Metuchen, Timm Medical, and PTV, the Prescription Medications and Medical Devices segments have been reclassified as discontinued operations. The Company now operates as a **single operating segment**[79](index=79&type=chunk) [11) Fair Value Measurements](index=23&type=section&id=11)%20Fair%20Value%20Measurements) - As of June 30, 2025, the Company held approximately **$6.6 million in cash equivalents**, up from **$1.0 million** at December 31, 2024[80](index=80&type=chunk) - Warrant liabilities are measured at fair value on a recurring basis using a scenario-based option pricing model, classified as Level 3 due to significant unobservable inputs[82](index=82&type=chunk) Roll Forward of Warrant Liability (Six Months Ended June 30, 2025) | Metric | Series B Warrants | | :-------------------------- | :---------------- | | Beginning balance - January 1, 2025 | $— | | Issuances | $18,924,000 | | Exercises | $(8,617,743) | | Gain on change in fair value | $(10,302,657) | | Ending balance - June 30, 2025 | $3,600 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses Petros Pharmaceuticals, Inc.'s financial condition, operations, and liquidity, covering strategic shifts to Rx-to-OTC, discontinued operations, reverse stock split, Nasdaq delisting, critical accounting estimates, operating results, and capital resources, including going concern issues [Overview](index=24&type=section&id=Overview) - Petros Pharmaceuticals, Inc. has **ceased commercialization** of Stendra® and marketing of VEDs through its subsidiaries. The company is now **focused on becoming an innovator** in the self-care market by developing a proprietary technology platform for Rx-to-OTC switch and ACNU Products[85](index=85&type=chunk)[86](index=86&type=chunk) [The Company's Business](index=26&type=section&id=The%20Company%27s%20Business) - The Company **discontinued Stendra® sales** in December 2024 and all commercialization by March 2025, also stopping VED marketing. The **new focus is on the self-care market** with Rx-to-OTC and ACNU Products[89](index=89&type=chunk) [Discontinued Operations](index=26&type=section&id=Discontinued%20Operations) - The results of the Subsidiaries (Metuchen, Timm Medical, PTV) are presented as discontinued operations following their Assignment. This change is expected to **significantly affect the Company's liquidity** due to the loss of a major revenue stream[90](index=90&type=chunk) [Reverse Stock Split](index=26&type=section&id=Reverse%20Stock%20Split) - A **1-for-25 reverse stock split** of the Company's Common Stock became effective on April 30, 2025, with trading on a split-adjusted basis commencing May 1, 2025[91](index=91&type=chunk) [The ABC](index=26&type=section&id=The%20ABC) - On June 16, 2025, the Company **assigned all assets of its subsidiaries** (Metuchen, Timm Medical, PTV) to a third-party fiduciary for the benefit of creditors, initiating a **judicial insolvency procedure**. The Assignee will liquidate assets and distribute proceeds to creditors[92](index=92&type=chunk) [NASDAQ Capital Market Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard](index=26&type=section&id=NASDAQ%20Capital%20Market%20Notice%20of%20Delisting%20or%20Failure%20to%20Satisfy%20a%20Continued%20Listing%20Rule%20or%20Standard) - The Company was **delisted from Nasdaq on May 22, 2025**, due to failure to meet minimum bid price, minimum stockholders' equity, and public interest concerns. Its common stock now trades on the OTC Markets under 'PTPI'[93](index=93&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) - The delisting may **negatively impact the liquidity and market price** of the common stock, making it harder for investors to trade shares and potentially hindering future capital raising efforts[179](index=179&type=chunk)[180](index=180&type=chunk) [Critical Accounting Estimates](index=28&type=section&id=Critical%20Accounting%20Estimates) - The Company's critical accounting estimates have not materially changed from those described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024[101](index=101&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) [Six Months Ended June 30, 2025, and 2024 (Unaudited)](index=29&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%2C%20and%202024%20(Unaudited)) Key Financials (Six Months Ended June 30) | Metric | 2025 | 2024 | Change (YoY) | | :------------------------------------------ | :----------- | :----------- | :----------- | | Selling, general and administrative expenses | $3,259,127 | $2,852,030 | +14% | | Warrant issuance costs | $(10,420,982) | $0 | N/A | | Change in fair value of derivative liability | $0 | $3,348,000 | N/A | | Change in fair value of warrant liability | $10,302,657 | $0 | N/A | | Interest income | $136,639 | $271,210 | -49.6% | | Gain on asset disposition/Vivus settlement | $6,973,302 | $0 | N/A | | Loss on discontinued operations | $(559,665) | $(3,591,869) | -84.4% | | Net Income (loss) | $3,172,824 | $(2,284,689) | N/A | - Selling, general and administrative expenses increased by **$407,097 (14%)** primarily due to higher professional service fees (**$519,665**) and payroll/benefits (**$13,509**), partially offset by decreased stock-based compensation and other operating expenses[105](index=105&type=chunk) [Three Months Ended June 30, 2025, and 2024 (Unaudited)](index=31&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%2C%20and%202024%20(Unaudited)) Key Financials (Three Months Ended June 30) | Metric | 2025 | 2024 | Change (YoY) | | :------------------------------------------ | :----------- | :----------- | :----------- | | Selling, general and administrative expenses | $1,800,778 | $1,349,103 | +33% | | Change in fair value of derivative liability | $0 | $1,614,000 | N/A | | Change in fair value of warrant liability | $(329,343) | $0 | N/A | | Interest income | $88,849 | $119,391 | -25.6% | | Gain on asset disposition/Vivus settlement | $6,973,302 | $0 | N/A | | Gain (loss) on discontinued operations | $500,816 | $(1,046,314) | N/A | | Net income (loss) | $5,432,846 | $(662,026) | N/A | - Selling, general and administrative expenses increased by **$451,675 (33%)** due to higher professional service fees (**$381,691**), stock-based compensation (**$57,487**), and payroll/benefits (**$69,937**), partially offset by decreased other operating expenses[114](index=114&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) [Going Concern](index=32&type=section&id=Going%20Concern) - The Company has experienced net losses and negative cash flows from operations since inception. As of June 30, 2025, it had **$7.3 million in cash**, **$4.4 million in working capital** from continuing operations, and an **accumulated deficit of $110 million**[122](index=122&type=chunk) - Management has **substantial doubt about the Company's ability to continue as a going concern** for the next 12 months due to insufficient liquidity. The Company is evaluating various financing strategies, including debt and equity offerings, and aims to increase cash flows from operations[124](index=124&type=chunk)[125](index=125&type=chunk) [July 2023 Private Placement](index=34&type=section&id=July%202023%20Private%20Placement) - In July 2023, the Company raised approximately **$15 million gross proceeds** through a private placement of Series A Preferred Stock and Warrants, used for general corporate purposes[127](index=127&type=chunk) - The Series A Preferred Stock was initially convertible into up to **266,667 shares of Common Stock** at **$56.25 per share**, and Warrants were issued to acquire up to **266,667 shares** at the same exercise price. Both were subject to anti-dilution adjustments[126](index=126&type=chunk) [Series A Preferred Stock](index=34&type=section&id=Series%20A%20Preferred%20Stock) - The conversion price of Series A Preferred Stock was adjusted multiple times due to anti-dilution provisions, reaching **$0.1269 per share** as of June 30, 2025[129](index=129&type=chunk) - The Company deferred Series A Preferred Stock payments multiple times in late 2024 and early 2025, with the maturity date extended to **July 15, 2025**[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) - A default under the Vivus Settlement Agreement in October 2024 triggered an increase in the Series A Preferred Stock dividend rate to **15% per annum**[137](index=137&type=chunk) [Warrants](index=38&type=section&id=Warrants) - The Warrants issued in the July 2023 private placement had an initial exercise price of **$56.25 per share**, expiring five years from issuance, and were subject to full ratchet anti-dilution adjustments[142](index=142&type=chunk) - The exercise price of the Warrants was adjusted to **$0.1269 per share** as of June 30, 2025, and the number of issuable shares increased proportionally to **127,659,584** due to anti-dilution provisions and the **1-for-25 Reverse Stock Split**[145](index=145&type=chunk) [Registration Rights](index=40&type=section&id=Registration%20Rights) - The Company entered into a Registration Rights Agreement to register for resale **200% of the Conversion Shares and Warrant Shares** from the Private Placement, with the registration statement declared effective on September 18, 2023[146](index=146&type=chunk) [February 2025 Equity Financing](index=40&type=section&id=February%202025%20Equity%20Financing) - In February 2025, the Company completed a public offering, raising approximately **$9.6 million in gross proceeds** (**$8.5 million net**) by issuing units and pre-funded units, each including Common Stock, Series A Warrants, and Series B Warrants[147](index=147&type=chunk)[157](index=157&type=chunk) - The exercise prices of Series A and Series B Warrants were adjusted due to the Reverse Stock Split and anti-dilution provisions. Series B Warrants were classified as liabilities, and changes in their fair value were recognized in earnings[148](index=148&type=chunk)[158](index=158&type=chunk) - Anti-dilution adjustments on Series A Warrants and other Warrants resulted in deemed dividends of approximately **$3.27 million** and **$35.4 million** (three months) / **$43.8 million** (six months) respectively, recognized in 2025[149](index=149&type=chunk)[155](index=155&type=chunk) - Transaction costs of approximately **$10.4 million** attributable to Series B Warrants were expensed immediately upon issuance, including **$1.1 million in cash fees** and **$9.3 million** representing the excess fair value of warrants over cash proceeds[159](index=159&type=chunk) [Cash Flows](index=45&type=section&id=Cash%20Flows) Cash Flow Summary (Continuing Operations) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(2,675,913) | $(2,205,164) | | Net cash provided by (used in) financing activities | $8,278,769 | $(2,699,960) | | Net increase (decrease) in cash and cash equivalents | $5,602,856 | $(4,905,124) | - Net cash used in operating activities for the six months ended June 30, 2025, was **$2.7 million**, primarily due to net loss and noncash adjustments related to warrant liability changes and asset disposition[161](index=161&type=chunk) - Net cash provided by financing activities for the six months ended June 30, 2025, was **$8.3 million**, mainly from the Public Offering proceeds, partially offset by Series A Preferred Stock redemption[163](index=163&type=chunk) [Off-Balance Sheet Commitments and Arrangements](index=45&type=section&id=Off-Balance%20Sheet%20Commitments%20and%20Arrangements) - The Company has no off-balance sheet financial guarantees, commitments, or derivative contracts indexed to its shares[164](index=164&type=chunk) [Contingencies](index=45&type=section&id=Contingencies) - The Company assesses contingent liabilities from legal proceedings and unasserted claims. If a material loss is probable and estimable, it is accrued; otherwise, it is disclosed if reasonably possible[165](index=165&type=chunk)[166](index=166&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk.](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a smaller reporting company, Petros Pharmaceuticals, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The Company is a smaller reporting company and is not required to provide disclosures about market risk[167](index=167&type=chunk) [Item 4. Controls and Procedures.](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded that disclosure controls were ineffective as of June 30, 2025, due to material weaknesses in monitoring, segregation of duties, and IT access controls, with remediation efforts ongoing - Disclosure controls and procedures were **not effective** as of June 30, 2025[168](index=168&type=chunk) - Material weaknesses identified include insufficient monitoring and oversight controls - Impracticable segregation of duties in accounting and IT departments due to size - Lack of appropriate IT access related controls[169](index=169&type=chunk) - Remediation efforts are ongoing, including implementing additional controls, documenting policies, and utilizing external consultants[170](index=170&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings.](index=48&type=section&id=Item%201.%20Legal%20Proceedings.) The Company is involved in ordinary course legal proceedings, which management does not expect to materially affect its financial position, cash flows, or operations - The Company is involved in legal proceedings but does not expect a material effect on its financial position or operations[174](index=174&type=chunk) [Item 1A. Risk Factors.](index=48&type=section&id=Item%201A.%20Risk%20Factors.) This section highlights key risks, including substantial doubt about the Company's going concern ability, the need for additional capital, and adverse effects from Nasdaq delisting and OTC trading - The Company's financial statements are prepared on a going concern basis, but management has **substantial doubt about its ability to continue as a going concern** due to insufficient resources to fund operations for the next twelve months[177](index=177&type=chunk) - The Company **requires additional capital** to finance losses and negative cash flows, with **no assurance of obtaining favorable terms**. Failure to raise capital could force a reduction or cessation of operations[178](index=178&type=chunk) - The suspension from Nasdaq and transition to OTC trading may **adversely affect the liquidity and market price** of the Common Stock, making it difficult for investors to trade shares and potentially hindering capital raising and institutional investor attraction[179](index=179&type=chunk)[180](index=180&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=50&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) No unregistered sales of equity securities occurred during the six months ended June 30, 2025, beyond those previously reported - No unregistered sales of equity securities occurred during the six months ended June 30, 2025, beyond those previously reported[182](index=182&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=50&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The Company reported no defaults upon senior securities during the period - There were no defaults upon senior securities[183](index=183&type=chunk) [Item 4. Mine Safety Disclosures.](index=50&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the Company - This item is not applicable[184](index=184&type=chunk) [Item 5. Other Information.](index=50&type=section&id=Item%205.%20Other%20Information.) This section details the executive compensation agreement with Mr. Silverman, effective August 13, 2025, outlining his base salary, bonus eligibility, long-term incentive awards, and severance provisions - The Company entered into a three-year executive compensation agreement with Mr. Silverman, effective **August 13, 2025**, for his employment as Chairman[185](index=185&type=chunk) - Annual base salary: **$300,000** - Eligible for annual bonus based on target objectives and performance criteria - Eligible for annual long-term incentive awards under the LTIP, up to **300% of Base Salary**[186](index=186&type=chunk)[187](index=187&type=chunk) - Severance provisions include Accrued Compensation, and additional severance equal to **two or three times the sum of Base Salary and prorated target bonus**, plus accelerated vesting of equity awards, depending on termination circumstances (e.g., without Cause, for Good Reason, or within a Change in Control period)[189](index=189&type=chunk)[191](index=191&type=chunk) [Item 6. Exhibits.](index=53&type=section&id=Item%206.%20Exhibits.) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including the Executive Compensation Agreement, officer certifications, and iXBRL financial statements - Exhibit 10.1: Executive Compensation Agreement with Joshua Silverman - Exhibit 31.1/31.2: Rule 13a-14(a)/15d-14(a) Certifications by Principal Executive and Financial Officers - Exhibit 32: Section 1350 Certification by Principal Executive and Financial Officers - Exhibit 101: iXBRL formatted financial statements and notes - Exhibit 104: Cover Page Interactive Data File in iXBRL[194](index=194&type=chunk) [Signatures.](index=54&type=section&id=Signatures.) The report was signed by Fady Boctor, Chief Commercial Officer and Principal Executive Officer, and Mitchell Arnold, Vice President of Finance and Principal Financial Officer, on August 14, 2025 - The report was signed by Fady Boctor (Chief Commercial Officer and Principal Executive Officer) and Mitchell Arnold (Vice President of Finance and Principal Financial Officer) on **August 14, 2025**[198](index=198&type=chunk)

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 Commission File Number: 001-39752 Petros Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 85-1410058 (State of Incorporation) (I. R. S. Employer Identification No.) 1185 Avenue of the Americas, 3rd Floor, New York, New York 10036 ...

Table of Contents As of March 27, 2025, the registrant had 53,519,045 shares of Common Stock outstanding. 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- ...

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. (Exact name of registrant as specified in its charter) Delaware 85-1410058 ( ...

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 001-39752 PETROS PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter ...

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. (Exact name of registrant as specified in its charter) Delaware 85-14100 ...

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. (Exact name of registrant as specified in its charter) Delaware 85-1410058 (S ...

FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (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. (Exact name of registrant as specified in its charter) Delaware 85-1410058 ( ...

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 001-39752 PETROS PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter ...