Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed, on July 13, 2023, Petros Pharmaceuticals, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain accredited investors (the "Investors") pursuant to which it agreed to sell to the Investors (i) shares of the Company's newly-designated Series A Convertible Preferred Stock (the "Series A Preferred Stock"), with a par value of $0.0001 per share and a stated value of $1,000 per share (the "Stated Value"), and (ii) warrants (the "Warrants") to acquire shares of the Company's common stock, par value $0.0001 per share ("Common Stock"). The terms of the Series A Preferred Stock are as set forth in the Certificate of Designations of Series A Convertible Preferred Stock (as amended, the "Certificate of Designations") filed with the Secretary of State of the State of Delaware (the "Secretary of State") on July 14, 2023.

On October 11, 2024, the Company entered into an Amendment Agreement with the Required Holders (as defined in the Certificate of Designations), pursuant to which, the Required Holders agreed to amend the Certificate of Designations of the Company's Series A Preferred Stock, as described below, by filing a Certificate of Amendment to the Certificate of Designations with the Secretary of State (the "Certificate of Amendment").

The Certificate of Amendment amends the Certificate of Designations to, among other things, provide that, except as required by applicable law, the holders of the Series A Preferred Stock will be entitled to vote with holders of the Common Stock on an as converted basis, with the number of votes to which each holder of Series A Preferred Stock is entitled to be determined by dividing the Stated Value by a conversion price equal to $2.25 per share, which was the "Minimum Price" (as defined in Nasdaq Listing Rule 5635(d)) applicable immediately before the execution and delivery of the Purchase Agreement, subject to certain beneficial ownership limitations and adjustments for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions, as set forth in the Certificate of Designations. The Certificate of Amendment was filed with the Secretary of State, effective as of October 11, 2024.

The foregoing descriptions of the Amendment Agreement and the Certificate of Amendment are qualified in their entirety by reference to the full text of each such document, copies of which are filed as Exhibit 10.1 and Exhibit 3.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.