[8-K] Petros Pharmaceuticals, Inc. Reports Material Event

Rhea-AI Filing Summary

Petros Pharmaceuticals (PTPI) reported a Nasdaq delisting process. Nasdaq notified the company on November 3, 2025 that it intends to announce the delisting of Petros’ common stock. Nasdaq will file a Form 25 to deregister the stock under Section 12(b), and the delisting becomes effective ten days after that filing.

The stock was suspended from The Nasdaq Capital Market on May 22, 2025 and has traded on the OTCID Basic Market under “PTPI” since July 1, 2025. Petros states trading on the OTCID will continue without disruption, and the company will remain subject to reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Positive

• None.

Negative

• Nasdaq delisting will become effective ten days after Form 25, likely reducing liquidity and investor visibility.

Insights

Equity markets strategist

Nasdaq delisting is a material negative; OTC trading continues.

Petros Pharmaceuticals disclosed that Nasdaq will delist its common stock, with effectiveness ten days after the Form 25 filing. This removes the shares from a national exchange listing under Section 12(b), which typically reduces visibility and may constrain institutional participation.

The company notes trading continues on the OTCID Basic Market under “PTPI,” which preserves secondary market access but generally with lower liquidity and wider spreads than a national exchange. The company also remains a reporting issuer under Sections 13 and 15(d), maintaining periodic disclosure.

Key timing element is the delisting effective date—ten days after the Form 25—after which the stock will no longer be listed on Nasdaq. Actual trading dynamics will depend on OTC market activity and broker support.

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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): November 3, 2025

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	PTPI	The OTCID Basic Market

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 3, 2025, the Nasdaq Stock Market (“Nasdaq”) notified Petros Pharmaceuticals, Inc. (the “Company”) that on November 7, 2025, it intended to announce the delisting of the Company’s common stock, par value $0.0001 (the “Common Stock”). The Common Stock was suspended from trading on The Nasdaq Capital Market on May 22, 2025, and has been trading on the OTCID® Basic Market (the “OTCID”) under the symbol “PTPI” since July 1, 2025. Nasdaq will file a Form 25 with the Securities and Exchange Commission to complete the delisting in accordance with Rule 12d2-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which will deregister the Company’s Common Stock under Section 12(b) of the Exchange Act. The delisting will become effective ten days after the Form 25 is filed. The Common Stock will continue trading on the OTCID without disruption and the Company will remain subject to reporting obligations under Sections 13 and 15(d) of the Exchange Act.

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: November 7, 2025	By:	/s/ Fady Boctor
	Name:	Fady Boctor
	Title:	President and Chief Commercial Officer

FAQ

What did Petros Pharmaceuticals (PTPI) announce about its listing?

Nasdaq notified Petros that it intends to announce the delisting of the company’s common stock and will file a Form 25 to deregister under Section 12(b).

When does the PTPI delisting from Nasdaq become effective?

The delisting becomes effective ten days after Nasdaq files the Form 25 with the SEC.

Where is PTPI currently trading?

PTPI has been trading on the OTCID Basic Market under the symbol “PTPI” since July 1, 2025.

When was PTPI suspended from Nasdaq trading?

Trading on The Nasdaq Capital Market was suspended on May 22, 2025.

Will Petros continue SEC reporting after delisting?

Yes. The company will remain subject to reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Will OTC trading be disrupted by the delisting?

The company states its common stock will continue trading on the OTCID without disruption.