Petros Pharmaceuticals Inc美股招股说明书(2025-02-19版)

26,049,988 Pre-Funded Units, Each Unit Consisting of One Pre-Funded Warrant to Purchase One Share ofCommon Stock, One Series A Warrant to Purchase 0.25 Share of Common Stock and One Series B Warrant toPurchase One Share of Common Stock Up to 156,049,988 Shares of Common Stock Underlying the Pre-Funded Warrants, Series A Warrants andSeries B Warrants We are offering 13,950,012 units (the “Units”), each Unit consisting of one share of our common stock, $0.0001 parvalue per share (“common stock”), and an accompanying Series A warrant (the “Series A Warrants”) to purchase 0.25share of common stock and an accompanying Series B warrant to purchase one share of common stock (the “Series BWarrants”, and, with the Series A Warrants, the “Series Warrants”), at the public offering price of $0.24 per Unit. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The exercisabilityof the Series Warrants will be available only upon receipt of such stockholder approval as may be required by theapplicable rules and regulations of the Nasdaq Capital Market, including, but not limited to, with respect to (i) theissuance of all of the shares of common stock issuable upon exercise the Series Warrants in accordance with theirterms (including adjustment provisions set forth therein), and (ii) to consent to any adjustment to the exercise price ornumber of shares of common stock underlying the Series Warrants in the event of a Share Combination Event andDilutive Issuance (collectively, the “Warrant Stockholder Approval”). We have agreed to use our reasonable bestefforts to obtain such approval within 60 days from the closing of this offering, and agreed to cause an additionalstockholder meeting to be held every ninety days thereafter until (i) such Warrant Stockholder Approval is obtained.We cannot assure you that we will be able to obtain requisite Stockholder Approval. Each Series A Warrant offered hereby will become exercisable beginning on the first trading day following the date ofWarrant Stockholder Approval (the “Initial Exercise Date”) at an exercise price of $0.48 per share of common stockand will expire five years from the date of the Initial Exercise Date. Each Series B Warrant offered hereby will becomeexercisable beginning on the Initial Exercise Date at an exercise price of $0.48 per share of common stock and willexpire on the one (1) year anniversary of the Initial Exercise Date. Holders the Series B Warrants may effect an “alternative cashless exercise” at any time while the Series B Warrantsare outstanding following the Initial Exercise Date. Under the alternative cashless exercise option, a holder of a SeriesB Warrant has the right to receive an aggregate number of shares equal to the product of (i) the aggregate number ofshares of common stock that would be issuable upon a cash rather than a cashless exercise of the Series B Warrant and(ii) 3.0. Accordingly, it is highly unlikely that a holder of the Series B Warrants would wish to pay an exercise price incash to receive one share of common stock when they could instead choose the alternative cashless exercise option andpay no cash to receive three shares of common stock. As a result, we will likely not receive any additional funds anddo not expect to receive any additional funds upon the exercise of the Series B Warrants. This prospectus also relatesto the offering of 120,000,000 shares of common stock issuable in connection with a Series B Warrant holder'sexercise of an “alternative cashless exercise” feature. In the event that we are unable to obtain the Warrant Stockholder Approval, the Series Warrants will not be exercisableand therefore may have no value. See the Risk Factor on page 12 relating to the Series A Warrants and Series BWarrants and Warrant Stockholder Approval, and see the section entitled “Warrant Stockholder Approval” on page 56for additional details regarding the Warrant Stockholder Approval. We are also offering to each purchaser of Units that would otherwise result in the purchaser, together with its affiliatesand certain related parties, beneficially owning more than 4.99% of the Company’s outstanding common stock (or, atthe election of the purchaser, 9.99% of the Company’s outstanding common stock) immediately following theconsummation of this offering, pre-funded Units consisting of (i)one pre-funded warrant in lieu of one share ofcommon stock (each, a “Pre-Funded Warrant”), (ii)one SeriesA Warrant, and (iii)one SeriesB Warrant (“Pre-FundedUnits”). Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portionof its Pre-Funded Warrants if it would result in the holder, together with its affiliates and certain related parties,beneficially owning more than 4.99% of the Company’s outstanding common stock (or, at the election of the holder,9.99% of the Company’s outstanding shares of common stock) immediately after giving effect to such exer