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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):
September 30, 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 1.03 Bankruptcy or Receivership
On September 30, 2026, Petros Pharmaceuticals,
Inc. (the “Company”) entered into a General Assignment for the Benefit of Creditors (the “Assignment”), pursuant
to California law, in which it assigned all of its right, title, and interest in its assets to PT Liquidation, LLC, as Assignee, for the
benefit of the Company’s creditors (the “ABC”).
The execution of the Assignment constitutes a
liquidation event. The Assignee will take possession of the Company’s assets and administer them in accordance with applicable state
law in order to satisfy creditor claims to the extent possible.
As a result of the Assignment, the Company has
ceased substantially all of its business operations and no longer has the ability to continue as a going concern.
Item 2.04 Triggering Events That Accelerate
or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement
The execution of the Assignment described under
Item 1.03 above constituted an event of default or otherwise triggered obligations under certain of the Company’s contractual obligations
and constituted a triggering event under the Certificate of Designations for the Company's Series A Convertible Preferred Stock. As a
result, all outstanding obligations under such agreements may be immediately due and payable, and the Company is required to immediately
redeem all outstanding shares of the Series A Convertible Preferred Stock pursuant to the applicable Certificate of Designations.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the ABC, the following members
of the Company’s Board of Directors have resigned effective as of September 30, 2026:
● Joshua N. Silverman, Executive Chairman
● Bruce T. Bernstein, Director
● Wayne R. Walker, Director
On September 30, 2026, Fady Boctor was terminated as President and
Chief Commercial Officer of the Company. In addition, effective as of September 30, 2026 at 5:30 p.m. Eastern time, Robert Weinstein resigned
as Chief Accounting Officer, Principal Financial Officer, and Principal Accounting Officer of the Company.
These resignations or termination, as applicable,
were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
For any further information, please contact:
PT Liquidation, LLC
2261 Market Street, Suite 95526
San Francisco, CA 94114
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements regarding the
effect of the ABC process and the potential for distributions to creditors. Actual results may differ materially from those expressed
or implied due to various factors, including the Assignee’s ability to administer the assets and claims effectively. The Company
disclaims any obligation to update any forward-looking statements.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Petros Pharmaceuticals, Inc. |
| |
|
| Date: September 30, 2026 |
/s/ Robert Weinstein |
| |
Robert Weinstein |
| |
Chief Accounting Officer and Principal Financial Officer |
