Petros Pharmaceuticals (NASDAQ: PTPI) notifies SEC of delayed 2025 10-K filing

Rhea-AI Filing Summary

Petros Pharmaceuticals, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Annual Report on Form 10-K for the year ended December 31, 2025 because it needs additional time to complete and finalize the required financial statements. The company anticipates filing the Form 10-K on or before the fifteenth calendar day following the prescribed due date.

Key Figures

Form referenced: Form 10-K (year ended December 31, 2025) Relief window: 15 calendar days Notification date: March 31, 2026 +1 more

4 metrics

Form referenced Form 10-K (year ended December 31, 2025) annual report required to be filed

Relief window 15 calendar days anticipated filing timeframe under Rule 12b-25

Notification date March 31, 2026 date the Form 12b-25 was signed

Contact phone 973-242-0005 telephone number listed in the form

Key Terms

Rule 12b-25, Form 10-K, fifteenth calendar day

3 terms

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"Annual Report on Form 10-K for the year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

fifteenth calendar day regulatory

"will be filed on or before the fifteenth calendar day following the prescribed due date"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR

For Period Ended: December 31, 2025

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

For the Transition Period Ended: ________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

Petros Pharmaceuticals, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

1185 Avenue of the Americas, 3rd Floor

Address of Principal Executive Office (Street and Number)

New York, NY 10036

City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Petros Pharmaceuticals, Inc. (the “Company”) is unable to file, without unreasonable effort and expense, its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), because the Company requires additional time to complete and finalize its financial statements required to be included in the Form 10-K. The Company currently anticipates that the Form 10-K will be filed on or before the fifteenth calendar day following the prescribed due date.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Fady Boctor		973		242-0005
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes x No ¨
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ¨ No x

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Petros Pharmaceuticals, Inc.

(Name of registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	March 31, 2026		By:	/s/ Fady Boctor
			Name:	Fady Boctor
			Title:	President and Chief Commercial Officer

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FAQ

Why did Petros Pharmaceuticals (PTPI) file a Form 12b-25?

Petros filed Form 12b-25 because it needs more time to finalize financial statements. The company says completing the audited financials requires additional work; it expects to file the Form 10-K within fifteen calendar days after the original due date.

When does Petros expect to file its 2025 Form 10-K?

The company expects to file on or before the fifteenth calendar day following the prescribed due date. The notification states the filing will be submitted within that 15-day relief window granted under Rule 12b-25.

Does the Form 12b-25 indicate changes to reported results for PTPI?

No significant change in results is anticipated, per the notification. The company answered "No" when asked if a significant change in operating results versus the prior year is expected to be reflected in the delayed report.

Has Petros filed other periodic reports over the past 12 months?

Yes, the company confirmed all other periodic reports required during the prior 12 months have been filed. The Form 12b-25 includes a checked response indicating compliance with prior periodic-report filing obligations.