SecProbe.io

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 March 17, 2025

Fady Boctor
President and Chief Commercial Officer
Petros Pharmaceuticals, Inc.
1185 Avenue of the Americas, 3rd Floor
New York, New York 10036

 Re: Petros Pharmaceuticals, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed March 7, 2025
 File No. 001-39752
Dear Fady Boctor:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Alla Digilova, Esq.
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</DOCUMENT>

CORRESP
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 filename1.htm

 Petros Pharmaceuticals, Inc.
1185 Avenue of the Americas, 3rd Floor

 New York, NY 10036

 March 14, 2025

 VIA EDGAR

 Division of Corporation Finance
Office of Life Sciences
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Attention: Tim Buchmiller and Suzanne Hayes

 Re: Petros Pharmaceuticals, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed on March 7, 2025
File No. 001-39752 (the " Preliminary Proxy Statement ")

 Dear Mr. Buchmiller and Ms. Hayes:

 On behalf of Petros Pharmaceuticals,
Inc. (the " Company "), we hereby transmit the Company's response to the comment letter received from the
staff (the " Staff ") of the U.S. Securities and Exchange Commission (the " Commission "),
dated March 13, 2025, regarding the Preliminary Proxy Statement. This letter is being submitted together with the Company's Amendment
No. 1 to the Preliminary Proxy Statement on Schedule 14A, filed on March 14, 2025 (" Amendment No. 1 "). Amendment
No. 1 includes revisions by the Company to address the Staff's comments. For the Staff's convenience, we have repeated below
the Staff's comment in bold, and have followed the comment with the Company's response. Capitalized terms used but not defined
herein have the meanings set forth in Amendment No. 1.

 Preliminary Proxy Statement on Schedule 14A

 General

 1. We note your references in your preliminary proxy statement to an "alternative cashless exercise"
feature in the Series B Warrants. The term "cashless exercise" is generally understood to allow a warrant holder to exercise
a warrant without paying cash for the exercise price and reducing the number of shares receivable by the holder by an amount equal in
value to the aggregate exercise price the holder would otherwise pay to exercise the warrant(s). In cashless exercises, it is expected
that the warrant holder receives fewer shares than they would if they opted to pay the exercise price in cash. Please clarify your disclosure
throughout by revising the references to "alternative cashless exercise" and exclusively using the term "zero exercise
price" or another appropriate term that conveys that, in addition to the company receiving no cash upon the "alternative cashless
exercise," the warrant holders would be entitled to receive more shares than they would under the cash exercise terms.

 The Company respectfully acknowledges the Staff's comment and
advises the Staff that the Company has revised the disclosure throughout Amendment No. 1 by revising the references to "alternative
cashless exercise" and exclusively using the term "zero exercise price" in order to convey that, in addition to the Company
receiving no cash upon the "alternative cashless exercise," the warrant holders would be entitled to receive more shares than
they would under the cash exercise terms.

 2. We note your disclosure on page 20 that if stockholders approve the Issuance Proposal, assuming the
full exercise of the Series Warrants at the floor price of $0.0586, and assuming the Series B Warrants are exercised on an alternative
cashless exercise basis, an aggregate of approximately 1,064,846,416.38 additional shares of common stock will be outstanding and the
ownership interest of your existing stockholders would be correspondingly reduced. In each instance in your proxy statement where you
describe Proposal 1, which is asking stockholders to approve the issuance of the common stock underlying such warrants, please clarify
the total number of Series A and Series B warrants that were issued and the total number of common stock that may be issuable upon the
exercise of those warrants, using the assumptions you disclose on page 20.

 U.S. Securities & Exchange Commission March 14, 2025 Page 2

 The Company respectfully acknowledges the Staff's
comment and advises the Staff that the Company has revised the disclosure in each instance in which Proposal 1 is described to clarify
the total number of Series A Warrants and Series B Warrants that were issued and the total number of Common Stock that may be issuable
upon the exercise of those Series Warrants, using the assumptions disclosed on page 20.

 * * * * *

 We thank the Staff for its
review of the foregoing. Should any member of the staff of the Commission have any questions or comments with respect to this request,
please contact our counsel, Haynes and Boone, LLP, attention: Alla Digilova, Esq. at (212) 659-4993.

 Very truly yours,

 Petros Pharmaceuticals, Inc.

 By:
 /s/ Fady Boctor

 Fady Boctor

 President and Chief Commercial Officer

 cc: Alla Digilova, Esq., Haynes and Boone, LLP

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 March 13, 2025

Fady Boctor
President and Chief Commercial Officer
Petros Pharmaceuticals, Inc.
1185 Avenue of the Americas, 3rd Floor
New York, New York 10036

 Re: Petros Pharmaceuticals, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed March 7, 2025
 File No. 001-39752
Dear Fady Boctor:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
General

1. We note your references in your preliminary proxy statement to an
"alternative
 cashless exercise" feature in the Series B Warrants. The term "cashless
exercise" is
 generally understood to allow a warrant holder to exercise a warrant
without paying
 cash for the exercise price and reducing the number of shares receivable
by the holder
 by an amount equal in value to the aggregate exercise price the holder
would
 otherwise pay to exercise the warrant(s). In cashless exercises, it is
expected that the
 warrant holder receives fewer shares than they would if they opted to
pay the exercise
 price in cash. Please clarify your disclosure throughout by revising the
references to
 "alternative cashless exercise" and exclusively using the term "zero
exercise price" or
 another appropriate term that conveys that, in addition to the company
receiving no
 cash upon the "alternative cashless exercise," the warrant holders would
be entitled to
 receive more shares than they would under the cash exercise terms.
2. We note your disclosure on page 20 that if stockholders approve the
Issuance
 Proposal, assuming the full exercise of the Series Warrants at the floor
price of
 March 13, 2025
Page 2

 $0.0586, and assuming the Series B Warrants are exercised on an
alternative cashless
 exercise basis, an aggregate of approximately 1,064,846,416.38
additional shares of
 common stock will be outstanding and the ownership interest of your
existing
 stockholders would be correspondingly reduced. In each instance in your
proxy
 statement where you describe Proposal 1, which is asking stockholders to
approve the
 issuance of the common stock underlying such warrants, please clarify
the total
 number of Series A and Series B warrants that were issued and the total
number of
 common stock that may be issuable upon the exercise of those warrants,
using the
 assumptions you disclose on page 20.
 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.

 Please contact Tim Buchmiller at 202-551-3635 or Suzanne Hayes at
202-551-3675
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Alla Digilova, Esq.
</TEXT>
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CORRESP
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Petros Pharmaceuticals, Inc.

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036

February 14, 2025

    VIA EDGAR

    Division of Corporation Finance

    Office of Life Sciences

    U.S. Securities and Exchange Commission

    Washington, D.C. 20549

    Attention: Daniel Crawford

    Re:

    Petros Pharmaceuticals, Inc.

    Amendment No. 3 to Registration Statement on Form S-1

    Filed on February 14, 2025

    File No. 333-284495 (as amended, the “Registration Statement”)

    Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended, Petros Pharmaceuticals, Inc. (the “Company”), hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 4:00 p.m., Eastern Time, on February 14, 2025,
or as soon thereafter as practicable.

Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Alla Digilova, Esq. at (212) 659-4993.

    Very truly yours,

    PEtros Pharmaceuticals, Inc.

    By:
    /s/ Fady Boctor

    Fady Boctor

    President and Chief Commercial Officer

    cc:
    Alla Digilova, Esq., Haynes and Boone, LLP

CORRESP
1
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Petros Pharmaceuticals, Inc.

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036

February 14, 2025

    VIA EDGAR

    Division of Corporation Finance

    Office of Life Sciences

    U.S. Securities and Exchange Commission

    Washington, D.C. 20549

    Attention: Daniel Crawford

    Re:

    Petros Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    Originally filed on January 24, 2025, as amended

    File No. 333-284495 (as amended, the “Registration Statement”)

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on February 11, 2025, in which Petros Pharmaceuticals, Inc. (the “Company”)
requested the acceleration of the effective date of the above-referenced Registration Statement for 4:00 p.m., Eastern Time, on February
12, 2025, or as soon thereafter as practicable, in accordance with Rule 461 under the Securities Act of 1933, as amended.

We are no longer requesting
that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of that
effective date.

Should any member of the staff
of the Commission have any questions or comments with respect to this correspondence, please contact our counsel, Haynes and Boone, LLP,
attention: Alla Digilova, Esq. at (212) 659-4993.

    Very truly yours,

    PEtros Pharmaceuticals, Inc.

    By:
    /s/ Fady Boctor

    Fady Boctor

    President and Chief Commercial Officer

    cc:
    Alla Digilova, Esq., Haynes and Boone, LLP

CORRESP
1
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Dawson
James Securities, Inc.

101
North Federal Highway, Suite 600

Boca
Raton, Fl 33432

February 14, 2025

VIA EDGAR CORRESPONDENCE

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

 Re: Petros Pharmaceuticals, Inc.

Registration Statement on Form S-1/A

File No. 333-284495

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the placement agent,
hereby request that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
registration statement on Form S-1/A (the “Registration Statement”) to become effective at 4:00 p.m., Eastern Time, on
Friday, February 14, 2025 or as soon thereafter as practicable.

Pursuant to Rule 460
under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated February 14, 2025,
to agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as placement
agent, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

If you require any additional
information with respect to this letter, please contact Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.

    Very truly yours,

    DAWSON JAMES SECURITIES, INC.

    By:
    /s/
    Robert D. Keyser, Jr.

    Robert D. Keyser, Jr.

    Chief Executive Officer

cc: M. Ali Panjwani, Esq.

 Pryor Cashman LLP

CORRESP
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Dawson
James Securities, Inc.

101 North
Federal Highway, Suite 600

Boca
Raton, Fl 33432

February 14, 2025

VIA EDGAR CORRESPONDENCE

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

 Re: Petros Pharmaceuticals, Inc.

                                            Registration Statement on Form S-1/A

    File No. 333-284495

Ladies and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on February 11, 2025, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for 4:00 p.m., Eastern Time, on February 12, 2025, or as soon thereafter as practicable, in accordance with Rule
461 under the Securities Act of 1933, as amended.

We are no longer requesting
that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of that
effective date.

If you require any additional
information with respect to this letter, please contact Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.

    Very truly yours,

    DAWSON JAMES SECURITIES, INC.

    By:
     /s/ Robert D. Keyser, Jr.

    Robert D. Keyser, Jr.

    Chief Executive Officer

cc: M. Ali Panjwani, Esq.

  Pryor Cashman LLP

CORRESP
1
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Petros Pharmaceuticals, Inc.

1185 Avenue of the Americas, 3rd Floor

New York, NY 10036

February 13, 2025

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Daniel Crawford

 Re: Petros Pharmaceuticals, Inc.

Amendment No. 1 to the Registration Statement on Form S-1/A

Originally filed on January 24, 2025, as amended on February 10, 2025

File No. 333-284495 (as amended, the “Registration Statement”)

Dear Mr. Crawford:

On behalf of Petros Pharmaceuticals,
Inc. (the “Company”), we hereby transmit the Company’s response to the comment letter received from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated February 12, 2025, regarding the Registration Statement. This letter is being submitted together with the Company’s Amendment No. 2 to the Registration Statement, filed on February 13,
2025. For the Staff’s convenience, we have repeated below the Staff’s
comment in bold, and have followed the comment with the Company’s response.

Amendment No. 1 to Registration Statement on
Form S-1

Cover Page

 1. 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 exercise price to receive one share when they could choose the alternative
cashless exercise option and pay no money to receive 3 shares.

The Company respectfully acknowledges
the Staff’s comment and advises the Staff that the Series A Warrants and the Series B Warrants will be exercisable into shares of
the Company’s Series B Convertible Preferred Stock (“Series B Preferred Stock”), with each share of the
Series B Preferred Stock convertible into 1,000 shares of the Company’s common stock, par value $0.0001 per share (“Common
Stock”), with each Series A Warrant exercisable into .001 share of Series B Preferred Stock and each Series B Warrant Exercisable
into .001 share of Series B Preferred Stock, or, solely with respect to the Series B Warrants, in the case of the “alternative cashless
exercise” option, .003 share of Series B Preferred Stock. Accordingly, the Company advises the Staff that it has revised the prospectus
to disclose that the Company is offering up to an aggregate of 297,397.768 shares of Series B Preferred Stock underlying the Series A
Warrants and Series B Warrants, which includes up to 223,048.326 shares of Series B Preferred Stock issuable in connection with a Series
B Warrant holder’s exercise of the “alternative cashless exercise” feature.

The Company further advises
the Staff that it has revised its disclosure on the cover page and throughout to highlight that it is highly unlikely that a holder of
the Series B Warrants would wish to pay an exercise price in cash to receive .001 share of Series B Preferred Stock when they could instead
choose the “alternative cashless exercise” option and pay no cash to receive .003 shares of Series B Preferred Stock, and
as a result, the Company will likely not receive any additional funds and does not expect to receive any additional funds upon the exercise
of the Series B Warrants.

U.S. Securities &
Exchange Commission

February 13, 2025

Page 2

* * * * *

We thank the Staff for its
review of the foregoing. Should any member of the staff of the Commission have any questions or comments with respect to this request,
please contact our counsel, Haynes and Boone, LLP, attention: Alla Digilova, Esq. at (212) 659-4993.

  Very truly yours,

    Petros Pharmaceuticals, Inc.

 By: /s/
                                            Fady Boctor

    Fady Boctor

    President and Chief Commercial Officer

cc: Alla Digilova, Esq., Haynes and Boone, LLP

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.

CORRESP
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Petros Pharmaceuticals, Inc.

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036

February 11, 2025

    VIA EDGAR

    Division of Corporation Finance

    Office of Life Sciences

    U.S. Securities and Exchange Commission

    Washington, D.C. 20549

    Attention: Daniel Crawford

    Re:

    Petros Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    Originally filed on January 24, 2025, as amended on February 10, 2025

    File No. 333-284495 (as amended, the “Registration Statement”)

    Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended, Petros Pharmaceuticals, Inc. (the “Company”), hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 4:00 p.m., Eastern Time, on February 12, 2025,
or as soon thereafter as practicable.

Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Alla Digilova, Esq. at (212) 659-4993.

  Very truly yours,

  PEtros Pharmaceuticals, Inc.

    By:
    /s/ Fady Boctor

    Fady Boctor

    President and Chief Commercial Officer

    cc:
    Alla Digilova, Esq., Haynes and Boone, LLP

CORRESP
1
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Dawson
James Securities, Inc.

101 North
Federal Highway, Suite 600

Boca
Raton, Fl 33432

February 11, 2025

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Petros Pharmaceuticals, Inc.

Registration Statement on Form S-1/A

File No. 333-284495

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the placement agent, hereby request
that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced registration
statement on Form S-1/A (the “Registration Statement”) to become effective at 4:00 p.m., Eastern Time, on Wednesday, February
12, 2025 or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated February 10, 2025 to agents,
dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as placement
agent, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

If you require any additional
information with respect to this letter, please contact Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.

    Very truly yours,

    DAWSON JAMES SECURITIES, INC.

    By:
    /s/ Robert D. Keyser, Jr.

    Robert D. Keyser, Jr.

    Chief Executive Officer

 cc: M. Ali Panjwani, Esq.

Pryor Cashman LLP

January 30, 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.
Registration Statement on Form S-1
Filed January 24, 2025
File No. 333-284495
Dear Fady Boctor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Alla Digilova, Esq.

CORRESP
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Petros Pharmaceuticals, Inc.

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036

May 17, 2024

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Doris Stacey Gama

    Re:
    Petros Pharmaceuticals, Inc.

Registration Statement on Form S-3

Originally filed on May 3, 2024

File No. 333-279116 (the “Registration Statement”)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended, Petros Pharmaceuticals, Inc. (the “Company”) hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 4:30 p.m., Eastern Time, on May 20, 2024, or as
soon thereafter as practicable.

Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Alla Digilova, Esq. at (212) 659-4993.

    Very truly yours,

    PETROS Pharmaceuticals, Inc.

    By:
    /s/ Fady Boctor

    Fady Boctor

    Chief Executive Officer

cc: Alla Digilova, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
May 9, 2024
Fady Boctor
Chief Commercial Officer
Petros Pharmaceuticals, Inc.
1185 Avenue of the Americas, 3rd Floor
New York, NY 10036
Re:Petros Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed May 3, 2024
File No. 333-279116
Dear Fady Boctor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rick Werner, Esq.

CORRESP
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Petros Pharmaceuticals, Inc.

1185 Avenue of the Americas, 3rd Floor

New York, NY 10036

September 15, 2023

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Attention: Tyler Howes

Re: Petros Pharmaceuticals, Inc.

Registration Statement on Form S-3

Originally filed on August 11, 2023, as amended on September 15, 2023

File No. 333-273935 (as amended, the “Registration Statement”)

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the
Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended, Petros Pharmaceuticals, Inc. (the “Company”) hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 4:30 p.m., Eastern Time, on September 18,
2023, or as soon thereafter as practicable.

Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Jayun Koo, Esq. at (212) 835-4823.

    Very truly yours,

    Petros Pharmaceuticals, Inc.

    By:
    /s/ Fady Boctor

    Fady Boctor

    President and Chief Commercial Officer

 cc: Jayun Koo, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
August 16, 2023
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.
Registration Statement on Form S-3
Filed August 11, 2023
File No. 333-273935
Dear Fady Boctor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jayun Koo, Esq.

CORRESP
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Petros Pharmaceuticals, Inc

1185 Avenue of the Americas, Suite 249

New York, New York 10036

January 12, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Christine Westbrook

    Re:
    Petros Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed on January 6, 2022

File No. 333-262038 (the “Registration
Statement”)

Request for Acceleration

Dear Ms. Westbrook,

Pursuant to Rule 461 of the
Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended, Petros Pharmaceuticals, Inc. (the “Company”) hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 5:00 p.m., Eastern Time, on January 13, 2022,
or as soon thereafter as practicable.

Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Jayun Koo, Esq. at (212) 835-4823.

    Very truly yours,

    PETROS PHARMACEUTICALS, INC.

    By:
    /s/ Fady Boctor

    Fady Boctor

    President and Chief Commercial Officer

    cc:
    Jayun Koo, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
January 12, 2022
Fady Boctor
President and Chief Commercial Officer
Petros Pharmaceuticals, Inc.
1185 Avenue of the Americas, Suite 249
New York, NY 10036
Re:Petros Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed January 6, 2022
File No. 333-262038
Dear Mr. Boctor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jayun Koo, Esq.

CORRESP
1
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Petros Pharmaceuticals, Inc

1185 Avenue of the Americas, Suite 249

New York, New York 10036

January 12, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Christine Westbrook

    Re:
    Petros Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed on January 6, 2022

File No. 333-262038 (the “Registration
Statement”)

Request for Acceleration

Dear Ms. Westbrook,

Pursuant to Rule 461 of the
Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended, Petros Pharmaceuticals, Inc. (the “Company”) hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 5:00 p.m., Eastern Time, on January 14, 2022,
or as soon thereafter as practicable.

Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Jayun Koo, Esq. at (212) 835-4823.

    Very truly yours,

    PETROS PHARMACEUTICALS, INC.

    By:
    /s/ Fady Boctor

    Fady Boctor

    President and Chief Commercial Officer

    cc:
    Jayun Koo, Esq., Haynes and Boone, LLP

CORRESP
1
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Petros Pharmaceuticals, Inc

1185 Avenue of the Americas, Suite 249

New York, New York 10036

December 15, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Ada D. Sarmento

    Re:
    Petros Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    Filed on December 13, 2021

    File No. 333-261618 (the “Registration
Statement”)

    Request for Acceleration

Dear Ms. Sarmento,

Pursuant to Rule 461 of the
Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended, Petros Pharmaceuticals, Inc. (the “Company”) hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 5:00 p.m., Eastern Time, on December 17,
2021, or as soon thereafter as practicable.

Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    PETROS PHARMACEUTICALS, INC.

    By:
    /s/ Fady Boctor

    Fady Boctor

    President and Chief Commercial Officer

    cc:
    Rick A. Werner, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
December 15, 2021
Fady Boctor
President and Chief Commercial Officer
Petros Pharmaceuticals, Inc.
1185 Avenue of the Americas, Suite 249
New York, NY 10036
Re:Petros Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed December 13, 2021
File No. 333-261618
Dear Mr. Boctor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rick A. Werner, Esq.

CORRESP
1
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Petros Pharmaceuticals, Inc

1185 Avenue of the Americas, Suite 249

New York, New York 10036

November 23, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Jessica Ansart

    Re:
    Petros Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed on November 12, 2021

File No. 333-261043 (the “Registration
Statement”)

Request for Acceleration

Dear Ms. Ansart,

Pursuant to Rule 461 of the
Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended, Petros Pharmaceuticals, Inc. (the “Company”) hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 4:00 p.m., Eastern Time, on November 23,
2021, or as soon thereafter as practicable.

Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    PETROS PHARMACEUTICALS, INC.

    By:
    /s/ Fady Boctor

    Fady Boctor

    President and Chief Commercial Officer

    cc:
    Rick A. Werner, Esq., Haynes and Boone, LLP

CORRESP
1
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Petros Pharmaceuticals, Inc

1185 Avenue of the Americas, Suite 249

New York, New York 10036

November 22, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

Washington, D.C. 20549

Attention: Jessica Ansart

    Re:
    Petros Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed on November 12, 2021

File No. 333-261043 (the “Registration
Statement”)

Request for Acceleration

Dear Ms. Ansart,

Pursuant to Rule 461 of the
Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended, Petros Pharmaceuticals, Inc. (the “Company”) hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 4:00 p.m., Eastern Time, on November 24,
2021, or as soon thereafter as practicable.

Should any member of the staff
of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention:
Rick A. Werner, Esq. at (212) 659-4974.

    Very truly yours,

    PETROS PHARMACEUTICALS, INC.

    By:
    /s/ Fady Boctor

    Fady Boctor

    President and Chief Commercial Officer

 cc: Rick
A. Werner, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
November 19, 2021
Fady Boctor
President and Chief Commercial Officer
Petros Pharmaceuticals, Inc.
1185 Avenue of the Americas, Suite 249
New York, New York 10036
Re:Petros Pharmaceuticals, Inc.
Registration Statement on Form S-1
Filed November 12, 2021
File No. 333-261043
Dear Mr. Boctor:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jessica Ansart at (202) 551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rick Werner

CORRESP
1
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Petros Pharmaceuticals, Inc.

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036

February 3, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Mr. Courtney Lindsay

 Re: Petros Pharmaceuticals, Inc.

Registration Statement on Form S-3

Filed January 29, 2021

File No. 333-252573

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Petros Pharmaceuticals, Inc. (the “Company”) hereby requests acceleration of
the effective date of the above referenced registration statement so that such registration statement may become effective at
4:15 p.m. (Washington, D.C. time) on February 4, 2021, or as soon as practicable thereafter.

If the Securities and Exchange Commission
has any questions concerning this request or requires any additional information, please contact Sean M. Donahue of Morgan, Lewis
 & Bockius LLP at (202) 739-5658. The Company respectfully requests that it be notified of the effectiveness of the registration
statement by a telephone call to Mr. Donahue.

PETROS PHARMACEUTICALS, INC.

    By:
    /s/ FADY BOCTOR

    Name:
    Fady Boctor

    Title:
    President and Chief Commercial Officer (Principal Executive Officer)

 cc: Sean M. Donahue, Morgan, Lewis & Bockius LLP

United States securities and exchange commission logo
February 3, 2021
Mitchell Arnold
Vice President of Finance
Petros Pharmaceuticals, Inc.
1185 Avenue of the Americas, 3rd Floor
New York, New York 10036
Re:Petros Pharmaceuticals, Inc.
Registration Statement Form S-3
Filed January 29, 2021
File No. 333-252573
Dear Mr. Arnold:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

October 27, 2020

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attention: David Gessert

    Re:
    Petros Pharmaceuticals, Inc.

    Registration Statement on Form S-4

    File No. 333-240064

    Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of
the Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act of 1933, as amended,
Petros Pharmaceuticals, Inc. (“Petros”) hereby requests that the effective date of the above-referenced Registration
Statement on Form S-4 (File No. 333-240064), as amended (the “Registration Statement”),
be accelerated to 4:30 p.m. Eastern Time, on Thursday, October 29, 2020.

Petros requests that it be notified of the effectiveness of
the Registration Statement on Form S-4 by telephone call to its counsel Jeffrey P. Schultz at (212) 692-6732, followed
by written confirmation to the addresses listed on the cover page of the Registration Statement. Thank you for your attention to
this matter.

[Signature page follows]

    Very truly yours,

    PETROS PHARMACEUTICALS, INC.

    By:
    /s/ Fady Boctor

    Name:
    Fady Boctor

    Title:
    President and Chief Commercial Officer

 cc: Securities and Exchange Commission

Eric Envall

Franklin Wyman

Brian Cascio

Neurotrope, Inc.

Joshua N. Silverman

Metuchen Pharmaceuticals, LLC

John D. Shulman

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C.

Kenneth R. Koch, Esq.

Morgan, Lewis & Bockius LLP

Andrew M. Ray, Esq.

CORRESP
1
filename1.htm

        666 Third Avenue

        New York, NY 10017

        212 935 3000

        mintz.com

October 15, 2020

VIA EDGAR & OVERNIGHT MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Washington, D.C. 20549

Attention: David Gessert, Office of Life Sciences

Re: Petros Pharmaceuticals, Inc.

Registration Statement on Form S-4

Filed July 24, 2020

File No. 333-240064 (the “Registration Statement”)

Ladies and Gentlemen:

We are submitting this
letter on behalf of Petros Pharmaceuticals, Inc. (the “Company”) in response to a verbal comment from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) received
telephonically, with respect to the Company’s Registration Statement on Form S-4, filed on July 24, 2020 and amended on September
30, 2020 (as amended, the “Registration Statement”). In conjunction with this letter, the Company is submitting
Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) to the Commission.

For reference purposes, the verbal comment
has been reproduced herein with a response below such comment. For your convenience, we have italicized the reproduced verbal comment.
The response provided herein is based upon information provided to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. by representatives
of the Company. Where appropriate, the Company has responded to the Staff’s comments by making changes to the applicable
disclosure in the Amended Registration Statement. Page numbers referred to in the responses reference the applicable pages of the
Amended Registration Statement.

Merger Consideration, page 17 and Merger
Consideration and Adjustment, page 109

 1. We note your response to previous comment #6. Please revise your chart to add columns that show the number of Petros shares
to be received per each Metuchen Common Unit and Metuchen Preferred Unit as of May 16, 2020, the date immediately prior to the
entry into of the Merger Agreement, and as of the last practicable date of your registration statement.

Response: The Staff’s
comment is acknowledged and the Company has revised the disclosure on pages 18 and 110 as requested.

*     *     *

The Company understands that it is responsible
for the adequacy and accuracy of the disclosure in its filing; Staff comments or changes to disclosure to Staff comments do not
foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Boston       London       Los
                                         Angeles       New York       San
                                         Diego       San Francisco      Washington

MINTZ,
LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

    MINTZ

October 15, 2020

Page 2

Please do not hesitate
to contact me or Kenneth R. Koch of this firm at (212) 935-3000 with any comments or questions regarding this letter. Thank you
for your time and attention.

    Very truly yours,

    /s/ Jeffrey P. Schultz

    Jeffrey P. Schultz, Esq.

    cc:
    Securities and Exchange Commission

    Eric Envall

    Franklin Wyman

    Brian Cascio

    Petros Pharmaceuticals, Inc.

    John D. Shulman

    Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

    Kenneth R. Koch, Esq.

CORRESP
1
filename1.htm

    666
                           Third Avenue

New York, NY
10017

212 935 3000

mintz.com

September 30, 2020

VIA EDGAR & OVERNIGHT MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Washington, D.C. 20549

Attention: David Gessert, Office of Life Sciences

Re: Petros Pharmaceuticals, Inc.

Registration Statement on Form S-4

Filed July 24, 2020

File No. 333-240064 (the “Registration Statement”)

Ladies and Gentlemen:

We are submitting this letter on behalf of Petros Pharmaceuticals,
Inc. (the “Company”) in response to comments from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) received by letter dated August 20, 2020 (the “Comment Letter”)
from the Division of Corporation Finance, Office of Life Sciences, to John D. Shulman, Chief Executive Officer of the Company,
relating to the above-referenced Registration Statement. In conjunction with this letter, the Company is submitting an amended
registration statement on Form S-4 (the “Amended Registration Statement”) to the Commission.

For convenient reference, we have set forth below in italics
each of the Staff’s comments set forth in the Comment Letter and have keyed the Company’s responses to the numbering
of the comments and the headings used in the Comment Letter. All of the responses are based on information provided to Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. by representatives of the Company. Where appropriate, the Company has responded to the Staff’s
comments by making changes to the disclosure in the Amended Registration Statement. Page numbers referred to in the responses reference
the applicable pages of the Amended Registration Statement.

Form S-4 Registration Statement

General

Boston       London       Los
Angeles       New York       San Diego       San
Francisco      Washington

MINTZ,
LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

Comment 1:	We note your disclosures that outstanding
options and warrants to purchase Neurotrope common stock that have not previously been exercised prior to the closing will be converted
into equivalent options and warrants to purchase shares of Petros Common Stock. Please tell us why you are not registering such
options and warrants. Additionally, disclose here and elsewhere as appropriate the amount of such outstanding Neurotrope options
and warrants as of the latest most practicable date.

Response 1:

The Staff’s comment is acknowledged and the outstanding warrants to purchase Neurotrope common stock have been registered on the Amended Registration Statement. The Company respectfully
advises the Staff that it expects to register the outstanding options to purchase Neurotrope common stock, which will be converted into
options to purchase Petros common stock pursuant to the terms of the Merger Agreement, on a Registration Statement on Form S-8 immediately
following the consummation of the Merger.

We have disclosed on the cover page of the Amended
Registration Statement and pages 5, 122 and 146 the amount of outstanding options and warrants as
of the most recent practicable date.

Prospectus Summary

The Companies, page 10

Comment 2:	Please include an organizational chart
showing the various entities prior to the Mergers and following the Mergers and spin-off. The diagrams should also indicate the
percentage of ownership shareholders of Neurotrope and Metuchen will have in the resulting entities.

Response 2:

The Staff’s comment is acknowledged and the Company has
revised the disclosure on pages 14 as requested.

The Companies—Petros Pharmaceuticals, Inc., page 11

Comment 3:	Please disclose the product candidates,
and related phase or status of each product candidate, for Petros Pharmaceuticals, Inc. immediately following the merger transactions
and taking into consideration the spin-off of Neurotrope Bioscience, Inc.

Response 3:

The Staff’s comment is acknowledged and the Company has
revised the disclosure on pages   12-13 and 201 as requested.

The Companies—Metuchen Pharmaceuticals, LLC, page 11

Comment 4:	We note your disclosure that Metuchen
believes that its potential domestic growth for its ED products will come through the expansion of its distribution partner network.
Please revise to describe the distribution channels through which Metuchen's ED products are currently distributed and how that
distribution network is expected to grow.

Response 4:

The Staff’s comment is acknowledged and the Company has
revised the disclosure on pages 12-13 and pages 198-199 as requested.

Comment 5:	We note that you acquired an
exclusive global license for H100. Please expand your disclosure to describe where the development of H100 currently is in
Hybrid Medical's product pipeline and when you anticipate it being part of your available products.

Response 5:

The Staff’s comment is acknowledged and the Company has
revised the disclosure on pages 12-13 and 201 as requested.

Merger Consideration, page 14

Comment 6:	Here, and elsewhere in the document
as appropriate, please provide a chart indicating how many shares of your stock each shareholder will receive for each share of
Metuchen Common Unit and Metuchen Preferred Unit they own. If appropriate, that chart should provide the value at different dates
beginning with the date prior to announcement and as of the last practicable date of your registration statement.

Response 6:

The Staff’s comment is acknowledged and the Company
has revised the disclosure on pages 17 and 110 as requested.

The Spin-Off, page 14

Comment 7:	Please provide more detail regarding
what Neurotrope SpinCo's operations will be following the spin-off. Specifically, indicate whether Neurotrope SpinCo will continue
to pursue operations involving bryostatin-1 or other similar drug candidates.

Response 7:

The Staff’s comment is acknowledged and the Company has
revised the disclosure on pages 15-16 as requested.

Risks Related to Petros (the “ Combined Organization
 ”)

The combined organization’s bylaws designate the state
and federal courts within the State of Nevada as the exclusive forum for certain..., page 62

Comment 8:	We note that provision 9.10 of Exhibit
3.3, the Amended and Restated Bylaws of Petros Pharmaceuticals, Inc., provides that "Any action, suit or other Legal Proceeding
relating to this Agreement or the enforcement of any provision of this Agreement will be brought or otherwise commenced exclusively
in the Court of Chancery of the State of Delaware or, if jurisdiction over the matter is vested exclusively in the federal courts,
the United States District Court for the Southern District of Delaware." This provision is inconsistent with your risk factor
disclosure on page 62 stating that "the state and federal courts within the State of Nevada will be exclusive forums"
for certain actions. Further, it appears inconsistent with the Thirteenth article of Exhibit 3.2, of the Amended and Restated Certificate
of Incorporation of Petros Pharmaceuticals, Inc., which states "the Court of Chancery in the State of Delaware shall be the
sole and exclusive forum for any stockholder (including a beneficial owner) to bring certain actions, including derivative actions,
except for any claim "which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery,
or for which the Court of Chancery does not have subject matter jurisdiction."

Please revise to clarify the description of your
forum selection provision and disclose whether this provision applies to actions arising under the Securities Act or Exchange Act.
If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies
to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules
and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that
the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future
filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act. Additionally, please
describe the provision under your Description of Petros Capital Stock.

Response 8:

The Staff’s comment is acknowledged and the Company has
revised the disclosure on page  286 and C-12 as requested. However, we supplementally advise the Staff that the Merger Agreement
was inadvertently filed in place of the Bylaws as Exhibit 3.3 to the Registration Statement and that Section 9.10 referred to in
the Staff’s comment is actually a provision of the Merger Agreement unrelated to stockholders’ rights to assert claims
against the Company. The Company is correcting this error by filing the Amended and Restated Bylaws of Petros Pharmaceuticals,
Inc. as Exhibit 3.3. to the Amended Registration Statement and confirms that such bylaws do not contain a forum selection provision
inconsistent with the Amended and Restated Certificate of Incorporation.

Forward-Looking Statements, page 64

Comment 9:	Section 27A(a)(1) of the Securities
Act of 1933 and Section 21E(a)(1) of the Securities Exchange Act of the 1934 apply only to forward-looking statements made by an
issuer that, at the time that the statement is made, is subject to the reporting requirements of section 13(a) or section 15(d)
of the Securities Exchange Act of 1934. Insofar as Petros and Metuchen do not meet this description, please make clear, each time
you refer to the Litigation Reform Act, that the safe harbor does not apply to forward-looking statements with respect to Petros
and Metuchen.

Response 9:

The Staff’s comment is acknowledged and the Company has
revised the disclosure on page 66  as requested.

The Mergers

Opinion of the Neurotrope Financial Advisor as of May 15,
2020, page 79

Comment 10:	We note the disclosure on page 93 that
GVS has not performed services for, or received any compensation from, Neurotrope. Please revise this section to disclose the compensation
GVS will receive for acting as a financial advisor to these related transactions.

Response 10:

The Staff’s comment is acknowledged and the Company has
revised the disclosure on page  103 as requested.

Material U.S. Federal Income Tax Consequences of the Mergers
and Material U.S. Federal

Income Tax Consideration…, page 100

Comment 11:	Please revise your prospectus disclosure
to remove any statement that assumes the material tax consequences at issue (e.g., "Assuming that the receipt of [Petros shares]
in exchange for [shares or interests in Neurotrope/Metuchen] qualifies as an 'exchange' described in Section 351 of the Code.")
and to clearly state that the conclusion is the opinion of counsel. Refer to Section III of Staff Legal Bulletin No. 19 for guidance.

Response 11:

The Staff’s comment is acknowledged and the Company has
revised the disclosure on pages 111- 112 as requested.

Milestone Payments, page 109

Comment 12:	Please indicate the number of new Petros
common shares each Petros common share outstanding after the Merger Closing will be entitled to receive in each of your described
Milestone Earnout Payments.

Response 12:

The Staff’s comment is acknowledged and the Company has
revised the disclosure on pages 120-122 as requested.

Notes to the Consolidated Financial Statements

1) Nature of Operations, Basis of Presentation and Going
Concern, page F-27

Comment 13:	You state that “after the transaction,
JCP owns or controls 82% of the outstanding equity interests in the Company.” Please explain your accounting treatment for
the apparent 18% non-controlling interest. In addition, given your purchase of a 55% ownership interest in Metuchen from Krivulka
on December 10, 2018, as stated on page 206, describe the subsequent transactions that increased your ownership percentage to 82%.
Refer us to the technical guidance upon which you relied.

Response 13:

The Staff’s comment is acknowledged and the Company has
revised the disclosure on page F-30 as requested.

Note 2) Summary of Significant Accounting Policies, Revenue
Recognition , page F-29

Comment 14:	We reference the significant variable
consideration included in the reconciliation of net sales to gross sales on page 222. Please revise your revenue recognition policy
to provide the disclosures required by ASC 606-10-50-20 related to significant variable consideration included in the transaction
price.

Response 14:

The Staff’s comment is acknowledged and the Company has
revised the disclosure on pages F-32 – F-34 as requested.

Exhibit Index, page II-4

Comment 15:	We note that, in connection with entry
into the Merger Agreement, Neurotrope and an affiliated entity of Juggernaut Capital Partners have entered into a Backstop Agreement,
and Neurotrope, Metuchen and Juggernaut have entered into a Note Conversion and Loan Repayment Agreement. Please file these agreements
as exhibits to your registration statement or tell us why you believe you are not required to do so. Refer to Item 601(b)(10) of
Regulation S-K for guidance.

Response 15:

The Staff’s comment is acknowledged and the Company has
included the aforementioned documents as exhibits to the Amended Registration Statement.

Comment 16:	We note your disclosure on page 182
under the heading Metuchen Business—History and Corporate Information that Metuchen has entered into several agreements related
to the licensing and supply of Stendra. Please file these agreements as exhibits to your registration statement or tell us why
you believe you are not required to do so. Refer to Item 601(b)(10) of Regulation S-K for guidance.

Response 16:

The Staff's comment is acknowledged and the Company will
file the agreements with its next amendment.

Exhibit 3.3, Amended and Restated Bylaws of Petros Pharmaceuticals,
Inc., page II-4

Comment 17:	We note the Amended and Restated Bylaws
of Petros Pharmaceuticals, Inc. include a provision waiving all parties' right to a jury trial for any action or proceeding arising
out of or related to the merger transactions. Please expand your Description of Petros Capital Stock and related risk factor disclosure
to describe the waiver provision, including whether it applies to claims under the federal securities laws, and the risks of the
provision or other impacts on shareholders. Your disclosure should address, but not be limited to, any uncertainty about the enforceability
of such a provision, and clearly state whether or not the provision applies to purchasers in secondary transactions. If the provision
is not intended to apply to secondary purchasers, disclose any difference in rights between primary and secondary purchasers.

Response 17:

We supplementally advise the Staff that the Merger Agreement
was inadvertently filed in place of the Bylaws as Exhibit 3.3 to the Registration Statement and that the waiver of jury trial provision
referred to in the Staff’s comment is actually a provision of the Merger Agreement unrelated to stockholders’ rights
to assert claims against the Company. The Company is correcting this error by filing the Amended and Restated Bylaws of Petros
Pharmaceuticals, Inc. as Exhibit 3.3. to the Amended Registration Statement and confirms that such bylaws do not contain such a
provision.

We hope that the above response will be acceptable to the Staff.
Please do not hesitate to call me or Kenneth R. Koch, Esq. of this firm at (212) 935-3000 with any comments or questions regarding
the proposed disclosure. We thank you for your time and attention.

    Sincerely,

    /s/ Jeffrey P. Schultz

    Jeffrey P. Schultz

 cc:

United States securities and exchange commission logo
August 20, 2020
John D. Shulman
Chief Executive Officer
Petros Pharmaceuticals, Inc.
1185 Avenue of the Americas, 3rd Floor
New York, NY 10036
Re:Petros Pharmaceuticals, Inc.
Registration Statement on Form S-4
Filed July 24, 2020
File No. 333-240064
Dear Mr. Shulman:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Form S-4 Registration Statement Filed July 24, 2020
General
1.We note your disclosures that outstanding options and warrants to purchase Neurotrope
common stock that have not previously been exercised prior to the closing will be
converted into equivalent options and warrants to purchase shares of Petros Common
Stock.  Please tell us why you are not registering such options and warrants.  Additionally,
disclose here and elsewhere as appropriate the amount of such outstanding Neurotrope
options and warrants as of the latest most practicable date.
Prospectus Summary
The Companies, page 10
2.Please include an organizational chart showing the various entities prior to the Mergers

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and following the Mergers and spin-off.  The diagrams should also indicate the percentage
of ownership shareholders of Neurotrope and Metuchen will have in the resulting entities.
The Companies—Petros Pharmaceuticals, Inc., page 11
3.Please disclose the product candidates, and related phase or status of each product
candidate, for Petros Pharmaceuticals, Inc. immediately following the merger transactions
and taking into consideration the spin-off of Neurotrope Bioscience, Inc.
The Companies—Metuchen Pharmaceuticals, LLC, page 11
4.We note your disclosure that Metuchen believes that its potential domestic growth for its
ED products will come through the expansion of its distribution partner network.  Please
revise to describe the distribution channels through which Metuchen's ED products are
currently distributed and how that distribution network is expected to grow.
5.We note that you acquired an exclusive global license for H100.  Please expand your
disclosure to describe where the development of H100 currently is in Hybrid
Medical's product pipeline and when you anticipate it being part of your available
products.
Merger Consideration, page 14
6.Here, and elsewhere in the document as appropriate, please provide a chart indicating how
many shares of your stock each shareholder will receive for each share of Metuchen
Common Unit and Metuchen Preferred Unit they own.  If appropriate, that chart should
provide the value at different dates beginning with the date prior to announcement and as
of the last practicable date of your registration statement.
The Spin-Off, page 14
7.Please provide more detail regarding what Neurotrope SpinCo's operations will be
following the spin-off.  Specifically, indicate whether Neurotrope SpinCo will continue to
pursue operations involving bryostatin-1 or other similar drug candidates.
Risks Related to Petros (the “ Combined Organization ”)
The combined organization’s bylaws designate the state and federal courts within the State of
Nevada as the exclusive forum for certain..., page 62
8.We note that provision 9.10 of Exhibit 3.3, the Amended and Restated Bylaws of Petros
Pharmaceuticals, Inc., provides that "Any action, suit or other Legal Proceeding relating to
this Agreement or the enforcement of any provision of this Agreement will be brought or
otherwise commenced exclusively in the Court of Chancery of the State of Delaware or, if
jurisdiction over the matter is vested exclusively in the federal courts, the United States
District Court for the Southern District of Delaware."  This provision is inconsistent with
your risk factor disclosure on page 62 stating that "the state and federal courts within the
State of Nevada will be exclusive forums" for certain actions.  Further, it appears

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inconsistent with the Thirteenth article of Exhibit 3.2, of the Amended and Restated
Certificate of Incorporation of Petros Pharmaceuticals, Inc., which states "the Court of
Chancery in the State of Delaware shall be the sole and exclusive forum for any
stockholder (including a beneficial owner) to bring certain actions, including derivative
actions, except for any claim "which is vested in the exclusive jurisdiction of a court or
forum other than the Court of Chancery, or for which the Court of Chancery does not have
subject matter jurisdiction."

Please revise to clarify the description of your forum selection provision and disclose
whether this provision applies to actions arising under the Securities Act or Exchange
Act.  If so, please also state that there is uncertainty as to whether a court would enforce
such provision. If the provision applies to Securities Act claims, please also state that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.  In that regard, we note that Section 22 of the Securities Act
creates concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder.
If this provision does not apply to actions arising under the Securities Act or Exchange
Act, please also ensure that the exclusive forum provision in the governing documents
states this clearly, or tell us how you will inform investors in future filings that the
provision does not apply to any actions arising under the Securities Act or Exchange Act.
Additionally, please describe the provision under your Description of Petros Capital
Stock.
Forward-Looking Statements, page 64
9.Section 27A(a)(1) of the Securities Act of 1933 and Section 21E(a)(1) of the Securities
Exchange Act of the 1934 apply only to forward-looking statements made by an issuer
that, at the time that the statement is made, is subject to the reporting requirements of
section 13(a) or section 15(d) of the Securities Exchange Act of 1934.  Insofar as Petros
and Metuchen do not meet this description, please make clear, each time you refer to the
Litigation Reform Act, that the safe harbor does not apply to forward-looking statements
with respect to Petros and Metuchen.
The Mergers
Opinion of the Neurotrope Financial Advisor as of May 15, 2020, page 79
10.We note the disclosure on page 93 that GVS has not performed services for, or received
any compensation from, Neurotrope.  Please revise this section to disclose the
compensation GVS will receive for acting as a financial advisor to these related
transactions.
Material U.S. Federal Income Tax Consequences of the Mergers and Material U.S. Federal
Income Tax Consideration...., page 100
11.Please revise your prospectus disclosure to remove any statement that assumes the

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material tax consequences at issue (e.g., "Assuming that the receipt of [Petros shares] in
exchange for [shares or interests in Neurotrope/Metuchen] qualifies as an 'exchange'
described in Section 351 of the Code.") and to clearly state that the conclusion is the
opinion of counsel.  Refer to Section III of Staff Legal Bulletin No. 19 for guidance.
Milestone Payments, page 109
12.Please indicate the number of new Petros common shares each Petros common share
outstanding after the Merger Closing will be entitled to receive in each of your described
Milestone Earnout Payments.
Notes to the Consolidated Financial Statements
1) Nature of Operations, Basis of Presentation and Going Concern, page F-27
13.You state that “after the transaction, JCP owns or controls 82% of the outstanding equity
interests in the Company.” Please explain your accounting treatment for the apparent 18%
non-controlling interest. In addition, given your purchase of a 55% ownership interest in
Metuchen from Krivulka on December 10, 2018, as stated on page 206, describe the
subsequent transactions that increased your ownership percentage to 82%. Refer us to the
technical guidance upon which you relied.
Note 2) Summary of Significant Accounting Policies, Revenue Recognition , page F-29
14.We reference the significant variable consideration included in the reconciliation of net
sales to gross sales on page 222.  Please revise your revenue recognition policy to provide
the disclosures required by ASC 606-10-50-20 related to significant variable consideration
included in the transaction price.

Exhibit Index, page II-4
15.We note that, in connection with entry into the Merger Agreement, Neurotrope and an
affiliated entity of Juggernaut Capital Partners have entered into a Backstop Agreement,
and Neurotrope, Metuchen and Juggernaut have entered into a Note Conversion and Loan
Repayment Agreement.  Please file these agreements as exhibits to your registration
statement or tell us why you believe you are not required to do so.  Refer to Item
601(b)(10) of Regulation S-K for guidance.
16.We note your disclosure on page 182 under the heading Metuchen Business—History and
Corporate Information that Metuchen has entered into several agreements related to the
licensing and supply of Stendra.  Please file these agreements as exhibits to your
registration statement or tell us why you believe you are not required to do so.  Refer to
Item 601(b)(10) of Regulation S-K for guidance.
Exhibit 3.3, Amended and Restated Bylaws of Petros Pharmaceuticals, Inc., page II-4
17.We note the Amended and Restated Bylaws of Petros Pharmaceuticals, Inc. include a

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John D. Shulman
Petros Pharmaceuticals, Inc.
August 20, 2020
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provision waiving all parties' right to a jury trial for any action or proceeding arising out
of or related to the merger transactions.  Please expand your Description of Petros Capital
Stock and related risk factor disclosure to describe the waiver provision, including
whether it applies to claims under the federal securities laws, and the risks of the provision
or other impacts on shareholders.  Your disclosure should address, but not be limited to,
any uncertainty about the enforceability of such a provision, and clearly state whether or
not the provision applies to purchasers in secondary transactions.  If the provision is not
intended to apply to secondary purchasers, disclose any difference in rights between
primary and secondary purchasers.
            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.
            You may contact Franklin Wyman at 202-551-3660 or Brian Cascio at 202-551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at 202-551-2326 or Eric Envall at 202-551-3234 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey P. Schultz, Esq.