getmoreshares
3 days ago
reverse stock split of all of the outstanding shares of our Common Stock at a ratio in the range of 1-for-250 to 1-for-500, with such ratio
At the Special Meeting, we will ask stockholders to: (i) approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock, par value $0.0001 per share (the βCommon Stockβ) underlying the Series A warrants (the βSeries A Warrantsβ) and Series B warrants (the βSeries B Warrantsβ and, together with the Series A Warrants, the βSeries Warrantsβ) issued by us in a public offering transaction on February 19, 2025 (including shares of Common Stock issuable upon operation of certain anti-dilutions provisions applicable to such Series Warrants, and shares of Common Stock issuable upon βalternative cashless exerciseβ feature in the Series B Warrants); (ii) approve an amendment to our Amended and Restated Certificate of Incorporation, as amended (the βCharterβ), 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 Companyβs stockholders at the Special Meeting, a reverse stock split of all of the outstanding shares of our Common Stock at a ratio in the range of 1-for-250 to 1-for-500, with such ratio to be determined by the board of directors of the Company in its discretion and included in a public announcement; (iii) approve the Third Amendment to the Petros Pharmaceuticals, Inc. Amended and Restated 2020 Omnibus Incentive Compensation Plan, as amended, to increase the total number of shares of the Companyβs Common Stock authorized for issuance under such plan by 1,000,000,000, to a total of 1,002,760,000 shares of Common Stock; (iv) approve an amendment to the Companyβs Charter, to increase the number of our authorized shares of Common Stock from 250,000,000 shares to 7,000,000,000 shares and to make a corresponding change to the number of authorized shares of capital stock; and (v) approve a proposal to adjourn the Special 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 foregoing proposals.
tw0122
3 months ago
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2022, Metuchen Pharmaceuticals LLC (βMetuchenβ), a wholly owned subsidiary of Petros Pharmaceuticals, Inc. (the βCompanyβ), entered into that certain (a) Settlement Agreement (the βSettlement Agreementβ) and Security Agreement (the βSecurity Agreementβ), each dated January 18, 2022, with Vivus LLC (the βSecured Partyβ) and (b) Promissory Note dated January 18, 2022, payable to the order of the Secured Party (the βPromissory Noteβ). As a result of an event of default under the Settlement Agreement and the Security Agreement existing and continuing by virtue of Metuchenβs failure to pay the Installment (as defined in the Promissory Note) that was due October 1, 2024, all the obligations of Metuchen under the Settlement Agreement and the Security Agreement (the βObligationsβ) became immediately due and payable on the date of the Foreclosure Notice (as defined below). As of December 10, 2024, the unpaid amount of the Promissory Note was $7,246,634.90 in principal and $237,300.35 in interest. Interest continues to accrue on the foregoing amount at the default rate of 9% per annum. Pursuant to the Security Agreement, the Secured Party holds a security interest against the Collateral (as defined in the Foreclosure Notice). On December 10, 2024, pursuant to a Notice of Proposal to Accept Pledged Collateral in Partial Satisfaction of Indebtedness Pursuant to Uniform Commercial Code Section 9-620 (the βForeclosure Noticeβ), the Secured Party proposed to accept all the Collateral (save and except the Specified License Agreement (as defined in the Security Agreement); collectively, the βForeclosed Collateralβ) in partial satisfaction of the Obligations. The Secured Party further proposed in the Foreclosure Notice that its acceptance of the Foreclosed Collateral would only constitute satisfaction of $2,000,000 worth of the Obligations and would not include any other amounts outstanding under the Promissory Note, the Settlement Agreement, or the Security Agreement, including but not limited to (i) all interest accrued or at any time accruing thereon and (ii) all other sums recoverable by the Secured Party from Metuchen by virtue of the Obligations. On December 13, 2024, Metuchen accepted and agreed to the Foreclosure Notice.
runncoach
11 months ago
Likely nearing 8 million shares since another installment payment was due this week. Lost nearly 14 million dollars on less than 6 million in sales. Sales last year were lower than 2022. Patent expiring in 12 months. Lot's of other fun nuggets that most won't bother to read.
This one spells out further dilution it would seem:
Going Concern
Petros has experienced net losses and negative cash flows from operations since our inception. As of December 31, 2023, the Company had cash of approximately $13.3 million, positive working capital of $9.6 million, an accumulated deficit of approximately $98.9 million and used cash in operations during the twelve months ended December 31, 2023, of approximately $7.6 million. 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 Companyβs ability to continue as a going concern within one year after the date that these consolidated financial statements are issued.
GLTA