UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 29, 2021, Petros Pharmaceuticals, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited and institutional investors (the “Purchasers”). Pursuant to the Purchase Agreement, the Company agreed to sell in a registered direct offering (the “Registered Direct Offering”) 2,153,333 shares (the “Registered Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), to certain of the Purchasers at an offering price of $3.00 per share and associated Warrant (as defined herein). Pursuant to the Purchase Agreement, in a concurrent private placement (together with the Registered Direct Offering, the “Offerings”), the Company is also selling to the Purchasers (i) 1,180,000 unregistered shares of Common Stock (the “Private Placement Shares,” and collectively with the Registered Shares, the “Shares”) at an offering price of $3.00 per share and associated Warrant, and (ii) unregistered warrants (the “Warrants”) to purchase up to an aggregate of 2,500,000 shares of Common Stock (the “Warrant Shares”), which represent 75% of the number of shares of Common Stock being purchased in the Offerings, exercisable at an exercise price of $3.50 per share, and exercisable immediately upon issuance, with a term of exercise equal to five years from the date of issuance.
The Company expects to receive net proceeds from the sale of the Shares, after deducting fees and other estimated offering expenses payable by the Company, of approximately $9.3 million. The Company intends to use the net proceeds for expansion of its men’s health platform and for working capital and general corporate purposes.
The Offerings are expected to close on December 2, 2021, subject to satisfaction of customary closing conditions.
Katalyst Securities LLC (“Katalyst”) served as a financial advisor to the company pursuant to an advisory consulting agreement (the “Katalyst Agreement”) entered into by the Company and Katalyst on November 29, 2021. Pursuant to the Katalyst Agreement, the Company will pay Katalyst an advisory fee and legal expenses totaling $660,000 for its services as a financial advisor in connection with this offering. Additionally, the Company has agreed to issue to Katalyst’s representatives or designees warrants to purchase up to an aggregate of 150,000 shares of Common Stock (the “Katalyst Warrants”) with the same terms as the Warrants.
None of the Private Placement Shares, the Warrants, the Katalyst Warrants, the Warrant Shares or the shares of Common Stock issuable upon the exercise of the Katalyst Warrants (the “Katalyst Warrant Shares”) are registered under the Securities Act of 1933, as amended (the “Securities Act”). The Private Placement Shares, the Warrants, the Warrant Shares, the Katalyst Warrants and the Katalyst Warrant Shares will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder, for transactions not involving a public offering.
The sale of the Registered Shares will be made pursuant to the Company’s effective Registration Statement on Form S-3 (Registration No. 333-252573), including a prospectus contained therein dated February 4, 2021, as supplemented by a prospectus supplement, dated November 29, 2021, relating to the Registered Direct Offering.
The Purchase Agreement contains customary representations, warranties, and covenants of the Company and also provides for customary indemnification by the Company against certain liabilities of the Purchasers.
A copy of the opinion of Haynes and Boone, LLP relating to the legality of the issuance and sale of the Registered Shares is attached as Exhibit 5.1 hereto.
The foregoing descriptions of the terms and conditions of the Purchase Agreement, the Warrants and the Katalyst Warrants, are qualified in their entirety by reference to the full text of the form of Purchase Agreement and the form of Warrant, copies of which are attached hereto as Exhibits 10.1 and 4.1, respectively, and which are incorporated herein by reference
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 of this Current Report on Form 8-K in relation to the Private Placement Shares, the Warrants, the Warrant Shares, the Katalyst Warrants and the Katalyst Warrant Shares is incorporated herein by reference.
| Item 8.01 | Other Events. |
On November 30, 2021, the Company issued a press release regarding the Offerings described above under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
See the Exhibit Index below, which is incorporated by reference herein.
EXHIBIT INDEX
| Exhibit | Description |
| 4.1 | Form of Warrant |
| 5.1 | Opinion of Haynes and Boone, LLP |
| 10.1 | Form of Securities Purchase Agreement |
| 23.1 | Consent of Haynes and Boone, LLP (included in Exhibit 5.1) |
| 99.1 | Press Release, dated November 30, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 1, 2021 | By: | /s/ Fady Boctor |
| Name: Fady Boctor | ||
| Title: President and Chief Commercial Officer |