Form 8-K - Current report

 

 

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): October 16, 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)

 

[phone]
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 16, 2024, Petros Pharmaceuticals, Inc. (the “Company”) entered into an Offer Letter Amendment (the “Amendment”), effective as of October 16, 2024 (the “Effective Date”), with Fady Boctor (“Boctor”), the Company’s President and Chief Commercial Officer, for the purpose of amending that certain Employment Offer Letter, effective February 19, 2021, by and between the Company and Boctor (the “Offer Letter”).

 

The Amendment, among other things: (i) allows Boctor to engage in other consulting or employment activities for direct or indirect remuneration, so long as such engagement or service does not create a conflict of interest with, or interfere with the performance of, his duties under the Offer Letter or conflict with any covenants with the Company; (ii) amends the term of the Offer Letter, which shall terminate on December 31, 2024; and (iii) adjusts Boctor’s base salary from an annual rate of $350,000 to an annual rate of $280,000 effective as of the Effective Date.

 

Except as expressly amended by the Amendment, the Offer Letter remains in full force and effect in accordance with the provisions thereof.

 

The foregoing description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
10.1		Offer Letter Amendment, effective as of October 16, 2024, by and between the Company and Fady Boctor
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

  

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: October 18, 2024	By:	/s/ Fady Boctor
		Name: Fady Boctor
		Title: President and Chief Commercial Officer

 

 

 

Exhibit 10.1

 

Offer Letter Amendment

 

This Offer Letter Amendment (this “Amendment”) is entered into by and between Petros Pharmaceuticals, Inc. (“Petros” or the “Company”) and Fady Boctor (“you” or “Employee”), effective as of October 16, 2024, for the purpose of amending that certain Employment Offer Letter, effective February 19, 2021, by and between Employee and the Company (the “Offer Letter” or “Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Offer Letter.

 

WHEREAS, Section 6.D of the Offer Letter provides that the Offer Letter may be amended by a writing executed by both parties; and

 

WHEREAS, the parties mutually desire to modify certain provisions that would otherwise apply to Employee’s compensation and term of employment pursuant to the Offer Letter.

 

NOW, THEREFORE, in consideration of the mutual promises, conditions, and covenants contained herein and in the Offer Letter, and other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties hereby mutually agree as follows:

 

1.            The last sentence of Section 1 of the Offer Letter is hereby deleted and replaced with the following:

 

You shall serve Petros and its subsidiaries and affiliates faithfully and to the best of your ability and shall devote your business time, energy, experience and talents to the business of Petros and its subsidiaries and affiliates, as applicable; provided, however, that it shall not be a violation of this Agreement for you to (i) manage your personal investments or to engage in or serve such civic, community, charitable, educational, or religious organizations as you may select, or (ii) engage in other consulting or employment activities for direct or indirect remuneration, so long as such engagement or service does not create a conflict of interest with, or interfere with the performance of, your duties hereunder or conflict with any covenants with Petros, in each case as determined in the sole and reasonable judgment of the Board.

 

2.            Section 2 of the Offer Letter is hereby deleted and replaced with the following:

 

2. Term of Employment; Place of Employment. This Agreement shall terminate on December 31, 2024 (the “Termination Date”). Through the Termination Date, you will be employed by the Company on an “at-will” basis. This means that the Company may terminate your employment for any reason, at any time, with or without Cause. Similarly, you are free to resign at any time, for any reason or for no reason. Your compensation in the event of termination by the Company prior to the Termination Date shall be in accordance with Section 4 of this Agreement, provided that, for the avoidance of doubt, a resignation by the Employee at any time (prior to or after the Termination Date) shall not constitute a termination by the Employee for Good Reason unless due to any further reduction of the Base Salary (as defined below) prior to the Termination Date. Your principal place of employment shall be the Company’s offices located in New Jersey (or, to the extent permitted or mandated by the Company, your home), subject to required travel.

 

 

 

 

3.            Section 3.A of the Offer Letter is hereby deleted and replaced with the following:

 

A.            Base Salary. As compensation for your services hereunder and in consideration of your other agreements hereunder, during the Term of Employment, you shall initially be paid a base salary by Petros, payable in equal installments in accordance with Petro’s regular payroll policies, at an annual rate of $350,000, which as of October 16, 2024, shall be reduced to an annual rate of $280,000 (the “Base Salary”).

 

4.            Except as expressly amended by this Amendment, the Offer Letter shall remain in full force and effect in accordance with the provisions thereof.

 

[Remainder of the Page Intentionally Left Blank;

Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the date first written above.

 

	The Company:
	By:	/s/ Josh Silverman
	Name:	Josh Silverman
	Title:	Director
	Employee
	/s/ Fady Boctor
	Fady Boctor

 

 

 

Cover	Oct. 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 16, 2024
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
Entity Address, Postal Zip Code	10036
City Area Code	973
Local Phone Number	242-0005
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	PTPI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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