PTPI Petros Pharmaceuticals Inc

 

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 organization)	(primary standard industrial classification code number)	(I.R.S. Employer Identification Number)

 

1185 Avenue of the Americas, 3^rd Floor

New York, New York 10036

(973) 242-0005

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

 

Fady Boctor

President and Chief Commercial Officer

Petros Pharmaceuticals, Inc.

1185 Avenue of the Americas, 3^rd Floor

New York, New York 10036

(973) 242-0005

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Rick A. Werner, Esq. Alla Digilova, Esq. Haynes and Boone, LLP 30 Rockefeller Plaza, 26th Floor New York, NY 10112 212-659-7300

M. Ali Panjwani, Esq. David E. Fisher, Esq. Pryor Cashman LLP 7 Times Square New York, New York 10036 (212) 421-4100

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-284495

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x		Smaller reporting company		x
				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 7(a)(2)(B) of the Securities Act. ☐

 

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

 

This Registration Statement is being filed by Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and includes the registration statement facing page, this page, the signature page, an exhibit index and the required opinion and consents for the sole purpose of increasing the proposed maximum aggregate offering price of the securities offered by the Company by $1,600,000. This registration statement relates to the Company’s registration statement on Form S-1 (File No. 333-284495), as amended (the “Prior Registration Statement”), declared effective by the Securities and Exchange Commission on February 14, 2025. The contents of the Prior Registration Statement are incorporated herein by reference.

 

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.

 

EXHIBIT INDEX

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (File No. 333-284495) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit No.		Exhibit Index
5.1		Opinion of Haynes and Boone, LLP.
23.1		Consent of Independent Registered Public Accounting Firm, Marcum LLP.
23.2		Consent of Independent Registered Public Accounting Firm, EisnerAmper LLP
23.3		Consent of Haynes and Boone, LLP (included in Exhibit 5.1)
24.1*		Power of Attorney.
107		Filing Fee Table

 

*	Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-284495), originally filed with the Securities and Exchange Commission on January 24, 2025, and incorporated by reference herein.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 14th day of February 2025.

 

PETROS PHARMACEUTICALS, INC.
By:	/s/ Fady Boctor
	Fady Boctor
	President and Chief Commercial Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Fady Boctor		President and Chief Commercial Officer		February 14, 2025
Fady Boctor		(Principal Executive Officer)
*		Vice President of Finance		February 14, 2025
Mitchell Arnold		(Principal Financial Officer and Principal Accounting Officer)
*		Chairman of the Board of Directors		February 14, 2025
Joshua N. Silverman
*		Director		February 14, 2025
Bruce T. Bernstein
*		Director		February 14, 2025
Wayne R. Walker

 

* By:	/s/ Fady Boctor
	President and Chief Commercial Officer
	Attorney-in-fact

 

 

 

Exhibit 5.1

 

February 14, 2025

 

Petros Pharmaceuticals, Inc.

1185 Avenue of the Americas, 3^rd Floor

New York, New York 10036

 

Re:	Petros Pharmaceuticals, Inc.

Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel to Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-1 (the “Additional Registration Statement”) filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof, which is related to, and incorporates by reference, the Company’s registration statement on Form S-1 (File No. 333-284495), initially filed on January 24, 2025, as amended (the “Registration Statement”).

 

The Additional Registration Statement relates to the registration of the proposed offer and sale of (A) a proposed maximum aggregate offering price of $1,600,000 of (i) units, each unit consisting of one share (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “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 Warrants Shares”); and (ii) 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 Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Series A Warrants, the Series B Warrants, the Series A Warrant Shares and the Series B Warrant Shares are collectively referred to as the “Securities.”

 

In rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of (i) the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company, each as amended and/or restated as of the date hereof (together, the “Company Charter Documents”); (ii) certain resolutions of the Board of Directors of the Company (the “Board”) related to the filing of the Additional Registration Statement and the Registration Statement, the authorization and issuance of the Securities and related matters; (iii) the Additional Registration Statement and the Registration Statement and all exhibits thereto; (iv) the securities purchase agreement to be entered into by and among the Company and the purchaser named therein (the “Securities Purchase Agreement”); (v) the form of Pre-Funded Warrant; (vi) the form of Series A Warrant; (vii) the form of Series B Warrant; (viii) a certificate executed by an officer of the Company, dated as of the date hereof; and (ix) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein.

 

We have relied upon such certificates of officers of the Company and of public officials and statements and information furnished by officers of the Company with respect to the accuracy of material factual matters contained therein which were not independently established by us. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the originals of such copies.

 

We have also assumed that, at the time of the issuance of the Securities: (i) the Company will continue to be incorporated and in existence and good standing in its jurisdiction of organization; (ii) the resolutions of the Board referred to above will not have been modified or rescinded; (iii) all Securities will be offered, issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement; and (iv) the Securities Purchase Agreement will have been duly authorized and validly executed and delivered by the parties thereto and will be enforceable against the parties thereto in accordance with its terms.

 

 

The opinion expressed herein is limited to the Delaware General Corporation Law. We have not considered, and express no opinion, as to the laws of any other state or jurisdiction.

 

Based on the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

 

1.

When the Securities Purchase Agreement has been duly executed and delivered by the respective parties thereto and the Shares have been issued and delivered in accordance with the Securities Purchase Agreement against payment in full of the consideration payable therefor as determined by the Board or a duly authorized committee thereof and as contemplated by the Securities Purchase Agreement, the Shares will be validly issued, fully paid and non-assessable.

 

2.

When the Securities Purchase Agreement has been duly executed and delivered by the respective parties thereto and the Pre-Funded Warrants have been issued and delivered in accordance with the Securities Purchase Agreement against payment in full of the consideration payable therefor as determined by the Board or a duly authorized committee thereof and as contemplated by the Securities Purchase Agreement, the Pre-Funded Warrants will constitute valid and legally binding obligations of the Company.

 

3.

When the Securities Purchase Agreement has been duly executed and delivered by the respective parties thereto and the Series Warrants have been issued and delivered in accordance with the Securities Purchase Agreement against payment in full of the consideration payable therefor as determined by the Board or a duly authorized committee thereof and as contemplated by the Securities Purchase Agreement, the Series Warrants will constitute valid and legally binding obligations of the Company.

 

4.

When the Securities Purchase Agreement has been duly executed and delivered by the respective parties thereto, the Pre-Funded Warrants have been duly executed by the Company and delivered to and paid for by the investors pursuant to the terms of the Securities Purchase Agreement against payment in full of the consideration payable therefor as determined by the Board or a duly authorized committee thereof and as contemplated by the Securities Purchase Agreement (a) the Pre-Funded Warrant Shares will have been duly authorized for issuance, and (b) if, as and when issued against payment in full of the consideration payable therefor in accordance with the terms of the Pre-Funded Warrants, the Pre-Funded Warrant Shares will be validly issued, fully paid and non-assessable.

 

5.

When the Securities Purchase Agreement has been duly executed and delivered by the respective parties thereto, the Series Warrants have been duly executed by the Company and delivered to and paid for by the investors pursuant to the terms of the Securities Purchase Agreement against payment in full of the consideration payable therefor as determined by the Board or a duly authorized committee thereof and as contemplated by the Securities Purchase Agreement (a) the Series Warrant Shares will have been duly authorized for issuance, and (b) if, as and when issued against payment in full of the consideration payable therefor in accordance with the terms of the Series Warrants, the Series Warrant Shares will be validly issued, fully paid and non-assessable.

 

The opinions expressed herein as to the validity and legally binding obligation of the Pre-Funded Warrants, the Series A Warrants and the Series B Warrants are subject to and qualified and limited (i) by applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) by general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law).

 

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Additional Registration Statement. We further consent to the reference to our firm under the caption “Legal Matters” in the prospectus constituting a part of the Additional Registration Statement. In giving this consent, we are not admitting that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. This opinion is given as of the date hereof and we assume no obligation to update or supplement such opinion after the date hereof to reflect any facts or circumstances that may thereafter come to our attention or any changes that may thereafter occur.

 

	Very truly yours,
	/s/ Haynes and Boone, LLP
	Haynes and Boone, LLP

 

 

Exhibit 23.1

Independent Registered Public Accounting Firm’s Consent

 

We consent to the incorporation by reference in the Registration Statement of Petros Pharmaceuticals, Inc. on Form S-1 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated April 1, 2024, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the consolidated financial statements of Petros Pharmaceuticals, Inc. as of and for the year ended December 31, 2023, which report appears in Amendment No. 3 to the Registration Statement on Form S-1, as filed (File No. 333-284495) and related Prospectus of Petros Pharmaceuticals, Inc.

 

/s/ Marcum llp

 

Marcum llp 

Morristown, New Jersey 

February 14, 2025

 

 

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We consent to the incorporation by reference in the Registration Statement of Petros Pharmaceuticals, Inc. and Subsidiaries (the “Company”) on Form S-1 to be filed on or about February 14, 2025 of our report dated March 31, 2023, on our audit of the consolidated financial statements as of December 31, 2022 and for the year then ended, which report is included in Amendment No. 3 to the Registration Statement on Form S-1 (333-284495) filed February 14, 2025. Our report includes an explanatory paragraph about the existence of substantial doubt concerning the Company's ability to continue as a going concern. We also consent to the reference to our firm under the caption “Experts” in Amendment No. 3 to the Registration Statement on Form S-1 (333-284495) filed February 14 ,2025 incorporated by reference in this Registration Statement.

 

 

/s/ EisnerAmper LLP

 

EISNERAMPER LLP

Iselin, New Jersey

February 14, 2025

 

 

 

 

 

 

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

S-1 

(Form Type)

 

Petros Pharmaceuticals, Inc. 

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

		Security Type				Security Class Title		Fee Calculation or Carry Forward Rule				Amount Registered				Proposed Maximum Offering Price Per Share				Maximum Aggregate Offering Price(1)(2)					Fee Rate				Amount of Registration Fee
Fees to be Paid			Equity			Common Stock, $0.0001 par value per share			457	(o)			-				-				$	1,600,000	(3)			0.00015310			$	244.96
Fees to be Paid			Equity			Series A Common Warrants accompanying the Common Stock or Pre-Funded Warrants			Other	(4)			-				-						(4)			-				-
Fees to be Paid			Equity			Series B Common Warrants accompanying the Common Stock or Pre-Funded Warrants			Other	(4)			-				-						(4)			-				-
Fees to be Paid			Equity			Pre-Funded Warrants			Other	(4)			-				-						(3)(4)			-				-
Fees to be Paid			Equity			Common Stock underlying the Pre-Funded Warrants			457	(o)			-				-						(3)			-				-
Fees to be Paid			Equity			Common Stock underlying the Series A Common Warrants			457	(o)			-				-				$	400,000			$	0.00015310			$	61.24
Fees to be Paid			Equity			Common Stock underlying the Series B Common Warrants			457	(o)			-				-				$	4,800,000			$	0.00015310			$	734.88
Fees Previously Paid			Equity			Common Stock, par value $0.0001 per share			457	(o)			-				-					-				-
Carry Forward Securities			-			-			-				-				-					-				-				-
Total Offering Amounts																					$	6,800,000							$	1,041.08
Total Fees Previously Paid																													$	-
Total Fee Offset																														-
Net Fee Due																													$	1,041.08

 

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

 

(2)

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

 

(3)

The proposed maximum aggregate offering price of the Common Stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-Funded Warrants sold in the offering and the proposed maximum aggregate offering price of the Pre-Funded Warrants proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Common Stock sold in the offering, and, as such, the proposed maximum aggregate offering price of the Common Shares and Pre-Funded Warrants (including the Common Stock issuable upon exercise of the Pre-Funded Warrants), if any, is $1,600,000.

 

(4)

Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the Common Stock issuable upon exercise of the warrants.

 

 

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