SEC Comment Letter 0000000000-25-001592 to Petros Pharmaceuticals, Inc. (PTPI)
Petros Pharmaceuticals, Inc.
Date: Feb. 12, 2025 · CIK: 0001815903 · Accession: 0000000000-25-001592
AI Filing Summary & Sentiment
File numbers found in text: 333-284495
Letter
February 12, 2025 Fady Boctor President and Chief Commercial Officer Petros Pharmaceuticals, Inc. 1185 Avenue of the Americas, 3rd Floor New York, NY 10036 Re:Petros Pharmaceuticals, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed February 10, 2025 File No. 333-284495 Dear Fady Boctor: We have conducted a limited review of your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 Cover Page We note your disclosure indicates that you have an "alternative cashless exercise option." Based on your disclosures on page 59 it appears that each Series B Warrant could be exercised for 3 common stock shares on a cashless basis rather than for one share on a cash basis. Accordingly, please revise the prospectus to disclose, if true, that you are offering up to 371,747,210 shares of common stock underlying the Series B Warrants rather than 223,048,326 shares. Also highlight that the “alternative cashless exercise” provision would allow a warrant holder to receive 3 shares of common stock without having to make any exercise payment. Explain that as a result you do not expect to receive any cash proceeds from the exercise of the Warrants because, if true, it is highly unlikely that a warrant holder would wish to pay an 1.
February 12, 2025 Page 2 exercise price to receive one share when they could choose the alternative cashless exercise option and pay no money to receive 3 shares. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Daniel Crawford at 202-551-7767 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Alla Digilova, Esq.
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February 12, 2025
Fady Boctor
President and Chief Commercial Officer
Petros Pharmaceuticals, Inc.
1185 Avenue of the Americas, 3rd Floor
New York, NY 10036
Re:Petros Pharmaceuticals, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 10, 2025
File No. 333-284495
Dear Fady Boctor:
We have conducted a limited review of your registration statement and have the
following comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
We note your disclosure indicates that you have an "alternative cashless exercise
option." Based on your disclosures on page 59 it appears that each Series B Warrant
could be exercised for 3 common stock shares on a cashless basis rather than for one
share on a cash basis. Accordingly, please revise the prospectus to disclose, if
true, that you are offering up to 371,747,210 shares of common stock underlying the
Series B Warrants rather than 223,048,326 shares. Also highlight that the “alternative
cashless exercise” provision would allow a warrant holder to receive 3 shares of
common stock without having to make any exercise payment. Explain that as a result
you do not expect to receive any cash proceeds from the exercise of the Warrants
because, if true, it is highly unlikely that a warrant holder would wish to pay an
1.
February 12, 2025
Page 2
exercise price to receive one share when they could choose the alternative cashless
exercise option and pay no money to receive 3 shares.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Daniel Crawford at 202-551-7767 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Alla Digilova, Esq.