Iroquois group discloses 9.99% Petros Pharmaceuticals (PTPI) ownership cap

Rhea-AI Filing Summary

Petros Pharmaceuticals, Inc. received an updated ownership report showing that Iroquois Capital Management, Richard Abbe, and Kimberly Page together beneficially own 9.99% of its common stock. This percentage reflects contractual limits that cap how much of Petros’s stock they are treated as owning at any time.

The group’s position includes 2,380,394 shares of common stock held by Iroquois Master Fund, 34,512 shares held by Iroquois Capital Investment Group, and 2,019,867 additional shares issuable from warrants and preferred stock after applying these ownership caps. Petros had 42,372,260 shares outstanding as of November 12, 2025.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Petros Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

71678J308

(CUSIP Number)

12/21/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 71678J308

1

Names of Reporting Persons

Iroquois Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,400,261.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,400,261.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,400,261.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Includes 2,019,867 shares of Common Stock issuable upon the exercise of the Warrants (as defined in Item 4) and/or conversion of the Preferred Shares (as defined in Item 4) (See Item 4). As more fully described in Item 4, the Preferred Shares and certain Warrants are subject to a 4.99% Beneficial Ownership Blocker and certain Warrants are subject to a 9.99% Beneficial Ownership Blocker, and the percentage set forth in row (11) gives effect to such Beneficial Ownership Blockers (as defined in Item 4). The shares reported in rows (6), (8) and (9) show the number of shares of Common Stock issuable upon conversion and/or exercise of such reported securities, giving effect to the Beneficial Ownership Blockers.

SCHEDULE 13G

CUSIP No. 71678J308

1

Names of Reporting Persons

Richard Abbe

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,434,773.00
6	Shared Voting Power 4,400,261.00
7	Sole Dispositive Power 4,434,773.00
8	Shared Dispositive Power 4,400,261.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,434,773.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Includes 2,019,867 shares of Common Stock issuable upon the exercise of the Warrants (as defined in Item 4) and/or conversion of the Preferred Shares (as defined in Item 4) (See Item 4). As more fully described in Item 4, the Preferred Shares and certain Warrants are subject to a 4.99% Beneficial Ownership Blocker and certain Warrants are subject to a 9.99% Beneficial Ownership Blocker, and the percentage set forth in row (11) gives effect to such Beneficial Ownership Blockers (as defined in Item 4). The shares reported in rows (5), (6), (7), (8) and (9) show the number of shares of Common Stock issuable upon conversion and/or exercise of such reported securities, giving effect to the Beneficial Ownership Blockers.

SCHEDULE 13G

CUSIP No. 71678J308

1

Names of Reporting Persons

Kimberly Page

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,400,261.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,400,261.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,400,261.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Includes 2,019,867 shares of Common Stock issuable upon the exercise of the Warrants (as defined in Item 4) and/or conversion of the Preferred Shares (as defined in Item 4) (See Item 4). As more fully described in Item 4, the Preferred Shares and certain Warrants are subject to a 4.99% Beneficial Ownership Blocker and certain Warrants are subject to a 9.99% Beneficial Ownership Blocker, and the percentage set forth in row (11) gives effect to such Beneficial Ownership Blockers (as defined in Item 4). The shares reported in rows (6), (8) and (9) show the number of shares of Common Stock issuable upon conversion and/or exercise of such reported securities, giving effect to the Beneficial Ownership Blockers.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Petros Pharmaceuticals, Inc.
(b)	Address of issuer's principal executive offices: 1185 Avenue of the Americas, 3rd Floor, New York, NY, 10036
Item 2.
(a)	Name of person filing: This statement is being filed by (i) Iroquois Capital Management LLC, a Delaware limited liability company ("Iroquois Capital"), (ii) Richard Abbe, and (iii) Kimberly Page ("Mr. Abbe" and "Ms. Page," together with Iroquois, the "Reporting Persons"). Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund Ltd. ("Iroquois Master Fund") with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois Master Fund and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of Iroquois Capital Investment Group LLC ("ICIG"). As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock held by Iroquois Master Fund and ICIG. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.
(b)	Address or principal business office or, if none, residence: The principal business address for each of the Reporting Persons is 2 Overhill Road, Scarsdale, NY 10583.
(c)	Citizenship: Iroquois Capital Management LLC is a Delaware limited liability company. Richard Abbe is an individual who is a citizen of the United States of America. Kimberly Page is an individual who is a citizen of the United States of America.
(d)	Title of class of securities: Common Stock, $0.0001 par value
(e)	CUSIP No.: 71678J308
Item 4.	Ownership
(a)	Amount beneficially owned: Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of securities of the Issuer beneficially owned by such Reporting Person as of the date of the event which requires filing of this statement and is incorporated herein by reference. The Reporting Persons' ownership of the Issuer's securities includes: (i) 2,380,394 shares of Common Stock held directly by Iroquois Master Fund and 34,512 shares of Common Stock held directly by ICIG; (ii) warrants held directly by Iroquois Master Fund that are exercisable for an aggregate of up to 24,690,507 shares of Common Stock and warrants held directly by ICIG that are exercisable for an aggregate of up to 6,468,098 shares of Common Stock (collectively, the "Warrants"), of which certain Warrants are subject to a 4.99% Beneficial Ownership Blocker and certain Warrants are subject to a 9.99% Beneficial Ownership Blocker (as defined below); and (iii) 369,031 shares of Common Stock issuable upon conversion of shares of Preferred Stock held directly by IMF at a conversion price of $0.1269 and 257,526 shares of Common Stock issuable upon conversion of shares of Preferred Stock held directly by ICIG at a conversion price of $0.1269 (collectively, the "Preferred Shares"), all of which are subject to a 4.99% Beneficial Ownership Blocker. The Warrants and Preferred Shares contain provisions which precludes the exercise of such Warrants or the conversion of such Preferred Shares to the extent that, following exercise or conversion, as applicable, the holder, together with its affiliates and other attribution parties, would own more than 4.99% of the Common Stock outstanding with respect to the Preferred Shares and certain Warrants and 9.99% of the Common Stock outstanding with respect to certain Warrants (collectively, the "Beneficial Ownership Blockers"). The shares of Common Stock listed as beneficially owned in Rows 5, 6, 7, 8 and 9 of the cover pages for each Reporting Person and the percentage set forth in Row 11 of the cover page for each Reporting Person give effect to the Beneficial Ownership Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Warrants or convert the Preferred Shares due to the Beneficial Ownership Blockers. Each the Reporting Persons disclaims beneficial ownership over the securities listed except to the extent of their pecuniary interest therein.
(b)	Percent of class: Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of the date of the event which requires filing of this statement and is incorporated herein by reference. Due to the Beneficial Ownership Blockers, the collective beneficial ownership percentage of the Reporting Persons was 9.99% as of the date of the event which requires filing of this statement. Such percentage is based upon the sum of (i) 42,372,260 shares of the Issuer's Common Stock outstanding as of November 12, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on November 13, 2025 and (ii) 2,019,867 shares of Common Stock issuable upon the exercise of the Warrants and/or conversion of the Preferred Shares, after giving effect to the Beneficial Ownership Blockers. 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 on the cover pages hereto.
	(ii) Shared power to vote or to direct the vote: See Item 6 on the cover pages hereto.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Iroquois Capital Management, LLC

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe, President
Date:	02/13/2026

Richard Abbe

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe, President
Date:	02/13/2026

Kimberly Page

Signature:	/s/ Kimberly Page
Name/Title:	Kimberly Page
Date:	02/13/2026

FAQ

What ownership stake in Petros Pharmaceuticals (PTPI) is reported in this Schedule 13G/A?

The reporting group discloses beneficial ownership of 9.99% of Petros Pharmaceuticals’ common stock. This figure includes currently held shares plus a limited portion of shares issuable from warrants and preferred stock, calculated under contractual ownership caps that restrict how much can be counted.

Who are the reporting persons in the Petros Pharmaceuticals (PTPI) Schedule 13G/A?

The filing is made by Iroquois Capital Management LLC, Richard Abbe, and Kimberly Page. Iroquois Capital advises Iroquois Master Fund, while Abbe and Page are directors of that fund, giving them shared authority over its Petros holdings and related derivative securities.

How many Petros Pharmaceuticals (PTPI) shares are counted as beneficially owned under this filing?

The group reports beneficial ownership of 4,400,261 to 4,434,773 common shares, depending on the reporting person. This total includes existing common stock plus 2,019,867 shares issuable from warrants and preferred stock, after applying contractual ownership blockers that limit reportable ownership.

What are the Beneficial Ownership Blockers mentioned in the Petros (PTPI) filing?

Certain warrants and all preferred shares include 4.99% and 9.99% Beneficial Ownership Blockers. These provisions prevent exercises or conversions that would push the holder’s ownership above those thresholds, directly limiting how many additional Petros shares they can acquire at any moment.

How many Petros Pharmaceuticals (PTPI) shares were outstanding for the ownership calculation?

The reported 9.99% ownership is based on 42,372,260 common shares outstanding as of November 12, 2025. The filing then adds 2,019,867 issuable shares from warrants and preferred stock, after applying the ownership blockers, to compute the group’s beneficial ownership percentage.

What derivative securities tied to Petros (PTPI) are held by the reporting group?

The group holds warrants and preferred shares tied to Petros stock. Warrants are exercisable for up to 24,690,507 shares for Iroquois Master Fund and 6,468,098 shares for ICIG, plus preferred shares convertible into 369,031 and 257,526 shares, all subject to ownership blockers.