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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Petros Pharmaceuticals Inc | NASDAQ:PTPI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.059 | -12.71% | 0.4051 | 0.3703 | 0.65 | 0.4365 | 0.385 | 0.4365 | 571,415 | 05:00:03 |
| |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON THURSDAY, SEPTEMBER 14, 2023:
Our official Notice of Special Meeting of Stockholders and Proxy Statement are available at:
www.proxyvote.com. |
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| | | | | A-1 | | | |
| | | | | B-1 | | |
| Proposal 1: the Issuance Proposal | | | The affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy is required to approve the Issuance Proposal. “ABSTAIN” votes will have the same effect as votes cast “AGAINST” the Issuance Proposal. Because the Issuance Proposal is not considered a routine matter, your bank, broker, trustee or other nominee, as the case may be, will not be able to vote your shares without your instruction with respect to the Issuance Proposal. As a result, the failure to instruct your bank, broker, trustee or other nominee as to how to vote on the Issuance Proposal will result in a broker non-vote, which will have no effect on the results of this vote. | |
| Proposal 2: the Incentive Plan Amendment Proposal | | | The affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy is required to approve the Incentive Plan Amendment Proposal. “ABSTAIN” votes will have the same effect as votes cast “AGAINST” the Incentive Plan Amendment Proposal. Because the Incentive Plan Amendment Proposal is not considered a routine matter, your bank, broker, trustee or other nominee, as the case may be, will not be able to vote your shares without your instruction with respect to the Incentive Plan Amendment Proposal. As a result, the failure to instruct your bank, broker, trustee or other nominee as to how to vote on the Incentive Plan Amendment Proposal will result in a broker non-vote, which will have no effect on the results of this vote. | |
| Proposal 3: the Share Increase Proposal | | | The affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy is required to approve the Share Increase Proposal. “ABSTAIN” votes will have the same effect as votes cast “AGAINST” the Share Increase Proposal. Because the Share Increase Proposal is not considered a routine matter, your bank, broker, trustee or other nominee, as the case may be, will not be able to vote your shares without your instruction with respect to the Share Increase Proposal. As a result, the failure to instruct your bank, broker, trustee or other nominee as to how to vote on the Share Increase Proposal will result in a broker non-vote, which will have no effect on the results of this vote. | |
| Proposal 4: the Adjournment Proposal | | | The affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy is required to approve the Adjournment Proposal. “ABSTAIN” votes will have the same effect as votes cast “AGAINST” the Adjournment Proposal. Because the Adjournment Proposal is not considered a routine matter, your bank, broker, trustee or other nominee, as the case may be, will not be able to vote your shares without your instruction with respect to the Adjournment Proposal. As a result, the failure to instruct your bank, broker, trustee or other nominee as to how to vote on the Share Increase Proposal will result in a such broker non-vote, which will have no effect on the results of this vote. | |
Name and Address of Beneficial Owner
|
| |
Amount and
Nature of Beneficial Ownership(1) |
| |
Percent
of Class(2) |
| ||||||
Juggernaut Capital Partners III GP, Ltd.(3)
|
| | | | 789,969 | | | | | | 33.86% | | |
Intracoastal Capital LLC(4)
|
| | | | 167,139 | | | | | | 7.41% | | |
Bruce T. Bernstein(5)
|
| | | | 13,346 | | | | | | * | | |
Greg Bradley(6)
|
| | | | 13,314 | | | | | | * | | |
John Shulman(7)
|
| | | | 789,969 | | | | | | * | | |
Joshua N. Silverman(8)
|
| | | | 16,237 | | | | | | * | | |
Wayne R. Walker(9)
|
| | | | 13,315 | | | | | | * | | |
Fady Boctor(10)
|
| | | | 21,566 | | | | | | 1.01% | | |
Mitch Arnold(11)
|
| | | | 5,117 | | | | | | * | | |
Andrew Gesek(12)
|
| | | | 10 | | | | | | * | | |
All directors and executive officers as a group
|
| | | | 872,864 | | | | | | 36.68% | | |
| | |
Description
|
| |
Performance/
Job Considerations |
| |
Primary Objectives
|
|
Base Salary
|
| | Fixed cash amount. | | | Increases based upon individual performance against goals, objectives and job criteria such as executive qualifications, responsibilities, role criticality, potential and market value. | | | Recruit qualified executives or personnel. Retention of personnel. | |
Cash Incentive Opportunity
|
| |
Short-term incentive,
annual bonus opportunities. |
| | Amount of actual payment based on achievement of corporate financial goals, key strategic and operating objectives. | | | Promote achievement of short-term financial goals and strategic and operating objectives. | |
Retirement and
Welfare Benefits |
| | 401(k) plan, health and insurance benefits. | | | None, benefits offered to broad workforce. | | | Recruit qualified employees. | |
Name and Principal
Position |
| |
Year
|
| |
Salary ($)
|
| |
Bonus ($)
|
| |
Option
Awards ($)(1) |
| |
Non-equity
Incentive Plan Compensation ($) |
| |
All Other
Compensation ($)(2) |
| |
Total ($)
|
| |||||||||||||||||||||
Fady Boctor
President and
Chief Commercial Officer |
| | | | 2022 | | | | | | 350,000 | | | | | | 280,000 | | | | | | — | | | | | | — | | | | | | 52,209 | | | | | | 682,209 | | |
| | | 2021 | | | | | | 350,000 | | | | | | 125,000 | | | | | | 658,340 | | | | | | — | | | | | | 44,481 | | | | | | 1,177,821 | | | ||
Mitchell Arnold
Vice President of
Finance and Chief Accounting Officer |
| | | | 2022 | | | | | | 288,750 | | | | | | 60,000 | | | | | | — | | | | | | — | | | | | | 58,264 | | | | | | 407,014 | | |
| | | 2021 | | | | | | 262,500 | | | | | | 50,000 | | | | | | 131,659 | | | | | | — | | | | | | 53,424 | | | | | | 497,584 | | | ||
Andrew Gesek(3)
Former President,
Timm Medical |
| | | | 2022 | | | | | | 128,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,046 | | | | | | 135,796 | | |
| | | 2021 | | | | | | 300,000 | | | | | | — | | | | | | 197,489 | | | | | | — | | | | | | 47,899 | | | | | | 545,388 | | |
| | |
Option awards
|
| |||||||||||||||||||||||||||
Name
|
| |
Vesting
Commencement date |
| |
Number of
securities underlying unexercised options (#) exercisable |
| |
Number of
securities underlying unexercised options (#) unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Exercise Date |
| |||||||||||||||
Fady Boctor
|
| | | | 2/19/2021 | | | | | | 16,175 | | | | | | 5,392 | | | | | $ | 37.40 | | | | | | 2/19/2031 | | |
Mitchell Arnold
|
| | | | 5/11/2021 | | | | | | 3,000 | | | | | | 2,000 | | | | | $ | 32.10 | | | | | | 5/11/2031 | | |
Name
|
| |
Fees
earned or paid in cash ($) |
| |
Stock
awards ($) |
| |
Option
awards ($)(1) |
| |
Non-equity
incentive plan compensation ($) |
| |
Nonqualified
deferred compensation earnings ($) |
| |
All other
compensation ($) |
| |
Total ($)
|
| |||||||||||||||||||||
John D. Shulman(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Joshua N. Silverman(3)
|
| | | | 200,000 | | | | | | 80,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 280,000 | | |
Bruce T. Bernstein(4)
|
| | | | 48,000 | | | | | | 72,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000 | | |
Gregory Bradley(5)
|
| | | | 48,000 | | | | | | 72,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000 | | |
Wayne R. Walker(6)
|
| | | | 48,000 | | | | | | 72,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,000 | | |
Plan Category
|
| |
(a) Number of
securities to be issued upon exercise of outstanding options, warrants and rights |
| |
(b) Weighted-
average exercise price of outstanding options, warrants and rights |
| |
(c) Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| |||||||||
Equity compensation plans approved by security holders
|
| | | | 252,631 | | | | | $ | 9.51 | | | | | | 7,369 | | |
Equity compensation plans not approved by security
holders |
| | | | N/A | | | | | | N/A | | | | | | N/A | | |
Total
|
| | | | 252,631 | | | | | $ | 9.51 | | | | | | 7,369 | | |
1 Year Petros Pharmaceuticals Chart |
1 Month Petros Pharmaceuticals Chart |
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