Petros Pharmaceuticals Inc 2025年度报告

FORM10-K (Mark One) For the Fiscal Year Ended December 31, 2025 For the transition period from_____________to_____________Commission file number 001-39752 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: Title of each classTrading SymbolName of each exchange on which registeredNoneNoneNone 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 Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling 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 to Rule405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. Large acceleratedfiler☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew 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 its internalcontrol over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared 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 registrant included inthe 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-based compensationreceived 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 April 15, 2026, the registrant had 42,372,260 shares of common stock, par value $0.0001 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. PETROS PHARMACEUTICALS,INC. TABLE OF CONTENTS PagePARTIItem1. Business1Item1A. Risk Factors6Item1B. Unresolved Staff Comments30Item1C. Cybersecurity31Item2. Properties32Item3. Legal Proceedings32Item4. Mine Safety Disclosures32PARTIIItem5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities33Item6. Reserved33Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations33Item7A. Quantitative and Qualitative Disclosures about Market Risk46Item8. Financial Statements and Supplementary Data46Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure46Item9A. Controls and Procedures46Item9B. Other Information48Item9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections48PARTIIIItem10. Directors, Executive Officers and Corporate Governance49Item11. Executive Compensation54Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters66Item13. Certain Relationships and Related Transactions, and Director Independence69Item14. Principal Accounting Fees and Services70PARTIVItem15. Exhibits, Financial Statement Schedules71Item16. Form10-K Summary75SIGNATURES76 CAUTIONARY NOTEREGARDING FORWARD-LOOKING STATEMENTS All references to “Petros,” the “Company,” “we,” “us” and “our” in this Annual Report on Form 10-K (this “Form10-K”) refer to Petros Pharmaceuticals, Inc. and its consolidated subsidiaries. This Annual Report on Form 10-K may contain or incorporate by reference forward-looking statements within themeaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking state