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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 5, 2026
Petros
Pharmaceuticals, Inc.
(Exact name of registrant as specified in its
charter)
|
Delaware
(State or other
jurisdiction of
incorporation) |
001-39752
(Commission
File Number) |
85-1410058
(I.R.S. Employer
Identification No.) |
1185 Avenue of the Americas, 3rd Floor
New York, New York 10036
(Address of principal executive offices) (Zip code)
(973) 242-0005
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed
since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
| Title of each class |
Trading Symbol(s) |
Name of each exchange on
which registered |
| None |
None |
None |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
June 5, 2026, the Board of Directors (the “Board”) of Petros Pharmaceuticals, Inc. (the “Company”) approved grants,
effective as of June 5, 2026 (the “Grant Date”), to each of (i) Joshua Silverman, the Company’s Chairman of the Board,
(ii) Bruce Bernstein, a director of the Company, (iii) Fady Boctor, President and Chief Commercial Officer of the Company, and (iv) Wayne
Walker, a director of the Company, of an aggregate of 7,000,000 restricted shares of the Company’s common stock (“Restricted
Shares”), par value $0.0001 per share, consisting of: 4,375,000 Restricted Shares to Mr. Silverman, 1,875,000 Restricted Shares
to Mr. Bernstein, 375,000 Restricted Shares to Mr. Boctor and 375,000 Restricted Shares to Mr. Walker (collectively, the “RSA Awards”).
50% of each RSA Award vested on the Grant Date and the remaining 50% will vest on the six-month anniversary of the Grant Date, provided
that the respective director or officer is providing services to the Company on such vesting date. The RSA Awards were issued outside
of the Company’s Amended and Restated 2020 Omnibus Incentive Compensation Plan, as amended, and are subject to the terms and conditions
of the Company’s form of Restricted Stock Award Agreement.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
Petros pharmaceuticals, Inc. |
| |
|
|
| Date: June 5, 2026 |
By: |
/s/ Fady Boctor |
| |
Name: |
Fady Boctor |
| |
Title: |
President and Chief Commercial Officer |
