Petros Pharmaceuticals, Inc.

Petros Pharmaceuticals, Inc._March 31, 2025

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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

☐ 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
(State of Incorporation)		(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)

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	PTPI	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 14, 2025, there were 31,160,086 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q may contain or incorporate by reference forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are based upon management’s assumptions, expectations, projections, intentions and beliefs about future events. Except for historical information, the use of predictive, future-tense or forward-looking words such as “intend,” “plan,” “predict,” “may,” “will,” “project,” “target,” “strategy,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “forecast,” “should” and similar expressions, whether in the negative or affirmative, that reflect our current views with respect to future events and operational, economic and financial performance are intended to identify such forward-looking statements. Such forward-looking statements are only predictions, and actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of risks and uncertainties, including, without limitation, Petros’ ability to execute on its business strategy, including its plans to develop and commercialize a proprietary Rx-to-OTC switch technology; Petros’ ability to comply with obligations as a public reporting company; Petros’ ability to regain and maintain compliance with the Nasdaq Stock Market’s listing standards; the ability of Petros to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002; risks resulting from Petros’ status as an emerging growth company, including that reduced disclosure requirements may make shares of Petros’ Common Stock, par value $0.0001 per share (“Common Stock”) less attractive to investors; risks related to Petros’ ability to continue as a going concern; risks related to Petros’ history of incurring significant losses; risks related to Petros’ ability to obtain regulatory approvals for, or market acceptance of, any of its products or product candidates. Additional factors that could cause actual results to differ materially from the results anticipated in these forward-looking statements are described in this Quarterly Report on Form 10-Q, in “Risk Factor Summary” and in Part I, Item 1A., “Risk Factors,” in Petros’ Annual Report on Form 10-K for the year ended December 31, 2024, and in our other reports filed with the Securities and Exchange Commission (the “SEC”). We advise you to carefully review the reports and documents we file from time to time with the SEC, particularly our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our current reports on Form 8-K. Petros cautions readers that the forward-looking statements included in, or incorporated by reference into, this Quarterly Report on Form 10-Q represent our beliefs, expectations, estimates and assumptions only as of the date hereof and are not intended to give any assurance as to future results. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, Petros cannot assess the effect of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in, or incorporated by reference into, this Quarterly Report on Form 10-Q to reflect any new information or future events or circumstances or otherwise, except as required by the federal securities laws.

OTHER INFORMATION

All references to “Petros,” the “Company,” “we,” “us” and “our” in this Quarterly Report on Form 10-Q refer to Petros Pharmaceuticals, Inc. and its subsidiaries.

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TABLE OF CONTENTS

		Page

PART I—FINANCIAL INFORMATION		4

Item 1. Unaudited Financial Statements		4

Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025, and December 31, 2024		4

Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2025, and 2024		5

Unaudited Condensed Consolidated Statements of Changes in Convertible Redeemable Preferred Stock and Stockholders’ Equity and Deficit for the three months ended March 31, 2025, and 2024		6

Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025, and 2024		7

Notes to Unaudited Condensed Consolidated Financial Statements		8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		20

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		31

Item 4. Controls and Procedures.		31

PART II—OTHER INFORMATION		33

Item 1. Legal Proceedings.		33

Item 1A. Risk Factors.		33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		34

Item 3. Defaults Upon Senior Securities.		34

Item 4. Mine Safety Disclosures.		34

Item 5. Other Information.		34

Item 6. Exhibits.		35

Signatures.		36

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PART I—FINANCIAL INFORMATION

ITEM 1. UNAUDITED FINANCIAL STATEMENTS.

PETROS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 31,		December 31,
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	8,931,054	$	1,718,645
Prepaid expenses and other current assets		53,405		885
Current assets held for sale		5,481,187		5,574,748
Total current assets		14,465,646		7,294,278

Non-current assets held for sale		3,139,720		3,341,032
Total assets	$	17,605,366	$	10,635,310

Liabilities, Convertible Redeemable Preferred Stock and Stockholders’ Deficit
Current liabilities:
Accounts payable		756,703		764,333
Accrued expenses		199,703		99,641
Accrued Series A Convertible Preferred payments payable		1,846,142		1,909,496
Warrant Liability		8,292,000		—
Current liabilities held for sale		16,037,436		15,254,195
Total current liabilities		27,131,984		18,027,665

Non-current liabilities held for sale		57,590		75,223
Total liabilities		27,189,574		18,102,888

Commitments and contingencies (see note 9)
Series A convertible redeemable preferred stock (par value $0.0001 per share and $1,000 stated value), 15,000 and 15,000 shares authorized at March 31, 2025, and December 31, 2024, respectively; 0 and 0 shares issued and outstanding at March 31, 2025, and December 31, 2024, respectively		—		—

Stockholders’ Deficit:
Series B convertible redeemable preferred stock (par value $0.0001 per share and $1,000 stated value), 1,000,000 and 0 shares authorized at March 31, 2025, and December 31, 2024, respectively, 0 and 0 shares issued and outstanding as of March 31, 2025, and December 31, 2024, respectively		—		—
Common stock (par value $0.0001 per share, 250,000,000 and 250,000,000 shares authorized at March 31, 2025, and December 31, 2024, respectively; 2,052,762 and 421,124 shares issued and outstanding as of March 31, 2025, and December 31, 2024, respectively)		205		42

Additional paid-in capital		105,883,980		105,740,751
Accumulated deficit		(115,468,393)		(113,208,371)
Total Stockholders’ Deficit		(9,584,208)		(7,467,578)

Total Liabilities and Stockholders’ Deficit	$	17,605,366	$	10,635,310

The accompanying Notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

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PETROS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended March 31,
	2025		2024
Operating expenses:
Selling, general and administrative		1,458,349		1,502,926
Total operating expenses		1,458,349		1,502,926

Loss from continuing operations		(1,458,349)		(1,502,926)
Other income (expenses):
Warrant issuance costs		(10,420,982)		—
Change in fair value of derivative liability		—		1,734,000
Change in fair value of warrant liability		10,632,000		—
Interest income		47,790		151,819
Total other income (expenses)		258,808		1,885,819

Income (loss) before income taxes		(1,199,541)		382,893
Provision for income taxes		—		—
Income (loss) from continuing operations, net of tax		(1,199,541)		382,893

Loss from discontinued operations		(1,060,481)		(2,545,556)

Net loss	$	(2,260,022)	$	(2,162,663)

Preferred Stock dividend and cash premiums		(275,167)		(595,505)
Deemed dividend (Series A Preferred Warrants)		(8,355,824)		—
Preferred Stock accretion		—		(5,268,776)

Net loss from continuing operations attributable to common stockholders	$	(9,830,532)	$	(5,481,388)
Net loss from discontinued operations attributable to common stockholders	$	(1,060,481)	$	(2,545,556)
Basic and Diluted – continuing operations	$	(8.46)	$	(28.81)
Basic and Diluted – discontinued operations	$	(0.91)	$	(13.38)
Basic and Diluted	$	(9.37)	$	(42.19)
Weighted average common shares outstanding
Basic and Diluted		1,161,791		190,278

The accompanying Notes are an integral part of the Unaudited Condensed Consolidated Financial Statements.

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PETROS PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY AND DEFICIT

(Unaudited)




		Common		Additional
	Common	Stock		Paid-in		Accumulated
	Stock	Amount		Capital		Deficit		Total
Three Months Ended March 31, 2025
Balance, December 31, 2024	421,124	$	42	$	105,740,751	$	(113,208,371)	$	(7,467,578)
Stock-based compensation expense	—		—		80,038		—		80,038
Common Stock and prefunded warrants issued, net of expenses	1,600,000		160		(160)		—		—
Series A Preferred Stock dividends	—		—		(275,167)		—		(275,167)
Preferred Stock redemption including cash premium	31,638		3

SEC Form 10-Q filed by Petros Pharmaceuticals Inc.