Petros Pharmaceuticals Inc 2024年度报告

FORM10-K (Mark One) For the Fiscal Year EndedDecember 31,2024 or For the transition period from_____________to_____________Commission file number001-39752 PETROS PHARMACEUTICALS,INC.(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(973)242-0005 Securities registered pursuant to Section12(b)of the Act: The Nasdaq Stock Market LLC Securities registered pursuant to Section12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule12b-2 of the Exchange Act. Large acceleratedfiler☐Non-acceleratedfiler☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).☐Yes☒No As of June 30, 2024, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference tothe last sale price of the common equity was $3,948,512. As of March27, 2025, the registrant had53,519,045shares of Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. PETROS PHARMACEUTICALS,INC. TABLE OF CONTENTS PagePARTIItem1. Business1Item1A. Risk Factors6Item1B. Unresolved Staff Comments32Item1C. Cybersecurity32Item2. Properties33Item3. Legal Proceedings33Item4. Mine Safety Disclosures33PARTIIItem5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities34Item6. Reserved34Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item7A. Quantitative and Qualitative Disclosures about Market Risk56Item8. Financial Statements and Supplementary Data56Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure56Item9A. Controls and Procedures56Item9B. Other Information58Item9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections59PARTIIIItem10. Directors, Executive Officers and Corporate Governance60Item11. Executive Compensation65Item12. Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters76Item13. Certain Relationships and Related Transactions, and Director Independence80Item14. Principal Accounting Fees and Services81PARTIVItem15. Exhibits, Financial Statement Schedules82Item16. Form10-K Summary85SIGNATURES86 CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K may contain or incorporate by reference forward-looking statements withinthe meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements arebased upon management’s assumptions, expectations, projections, intentions and b