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Petros Pharmaceuticals Announces $5.7 Million Registered Direct Offering

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Petros Pharmaceuticals (Nasdaq: PTPI) announced a registered direct offering, agreeing to sell 3,323,616 shares of common stock at $1.715 per share, expected to generate around $5.7 million before expenses. The funds will be used to expand its men's health platform and for general corporate purposes. Closing is anticipated on or around October 18, 2021. Additionally, unregistered warrants for the same number of shares will be issued. The offering is part of compliance with SEC regulations and aims at enhancing shareholder value.

Positive
  • Expected gross proceeds of approximately $5.7 million will fund the expansion of men's health platform.
  • Funds will be utilized for working capital and general corporate purposes.
Negative
  • Shareholder dilution may occur due to the issuance of 3,323,616 shares and warrants.
  • Dependence on single product Stendra® for revenue raises potential risks.

NEW YORK, Oct. 14, 2021 /PRNewswire/ -- Petros Pharmaceuticals, Inc. (Nasdaq: PTPI), a leading provider of therapeutics for men's health, today announces that it has entered into definitive agreements with the company's largest investor and other existing investors, for the purchase and sale of 3,323,616 shares of Petros Pharmaceuticals' common stock, at a purchase price of $1.715 per share, in a registered direct offering. Petros Pharmaceuticals has also agreed to issue to the investors unregistered warrants to acquire 3,323,616 shares of common stock at $1.715 per share, exercisable immediately and terminating 5 years after the date of issuance. The closing of the offering is expected to occur on or about October 18, 2021, subject to the satisfaction of customary closing conditions.

The gross proceeds to Petros Pharmaceuticals from this offering are expected to be approximately $5.7 million, before deducting advisory and other offering expenses. Petros Pharmaceuticals intends to use the net proceeds from this offering for expansion of Petros Pharmaceuticals' men's health platform and for working capital and general corporate purposes.

Katalyst Securities LLC acted as the financial advisor to the Petros Pharmaceuticals with respect to this transaction.

The shares of common stock (but not the warrants or the shares of common stock underlying the warrants) are being offered by Petros Pharmaceuticals pursuant to a "shelf" registration statement on Form S-3 (File No. 333-252573) previously filed with the Securities and Exchange Commission (the "SEC") on January 29, 2021, and declared effective by the SEC on February 4, 2021. The offering of the securities will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the shares of common stock being offered will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov.

The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. Petros Pharmaceuticals has agreed to register the resale of the shares of common stock issuable upon exercise of the warrants within 30 days.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

ABOUT PETROS PHARMACEUTICALS

Petros Pharmaceuticals is committed to the goal of becoming a world-leading specialized men's health company by identifying, developing, acquiring, and commercializing innovative therapeutics for men's health issues including, but not limited to erectile dysfunction, endothelial dysfunction, psychosexual and psychosocial ailments, Peyronie's disease, hormone health and substance use disorders.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", " expects" or "does not expect", "proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including, but not limited to, the failure of the offering described in this press release to close; Petros Pharmaceuticals' ability to execute on its business strategy, including its plans to develop and commercialize its product candidates; Petros Pharmaceuticals' ability to comply with obligations as a public reporting company; the ability of Petros Pharmaceuticals to timely and effectively implement controls and procedures required by Section 404 of the Sarbanes-Oxley Act of 2002; the risk that the financial performance of Petros Pharmaceuticals may not be as anticipated by the merger transactions that resulted in Petros Pharmaceuticals' creation; risks resulting from Petros Pharmaceuticals' status as an emerging growth company, including that reduced disclosure requirements may make shares of Petros Pharmaceuticals common stock less attractive to investors; risks related to Petros Pharmaceuticals' history of incurring significant losses; risks related to Petros Pharmaceuticals' dependence on the commercialization of a single product, Stendra®, and on a single distributor thereof; risks related to Petros Pharmaceuticals' commercial supply agreement with Vivus, including the risk that Petros Pharmaceuticals may not be able to obtain sufficient quantities of Stendra® in a timely manner or on commercially viable terms; risks related to Petros Pharmaceuticals' ability to obtain regulatory approvals for, or market acceptance of, any of its products or product candidates; and the expected or potential impact of the novel coronavirus pandemic, including the emergence of new variants, such as the Delta variant, and the related responses of governments, consumers, customers, suppliers, employees and Petros Pharmaceuticals, on Petros Pharmaceuticals'  business, operations, employees, financial condition and results of operations. A discussion of these and other factors, including risks and uncertainties with respect to Petros Pharmaceuticals, and other factors described in Petros Pharmaceuticals' most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the Securities and Exchange Commission, which can be reviewed at www.sec.gov. Petros Pharmaceuticals disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Cision View original content:https://www.prnewswire.com/news-releases/petros-pharmaceuticals-announces-5-7-million-registered-direct-offering-301400301.html

SOURCE Petros Pharmaceuticals, Inc.

FAQ

What is the purpose of Petros Pharmaceuticals' $5.7 million offering?

The offering aims to fund the expansion of Petros Pharmaceuticals' men's health platform and for general corporate purposes.

When is the closing date for the offering by Petros Pharmaceuticals?

The closing of the offering is expected on or around October 18, 2021.

What is the impact of the new shares on existing shareholders of PTPI?

The issuance of new shares may result in shareholder dilution.

What are the terms of the warrants issued by Petros Pharmaceuticals?

Investors will receive unregistered warrants to acquire shares at $1.715 per share, exercisable immediately with a term of five years.

How many shares is Petros Pharmaceuticals offering?

Petros Pharmaceuticals is offering 3,323,616 shares of common stock.

Petros Pharmaceuticals, Inc.

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