--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-101208" form_type: "8-K" ticker: "PTPI" cik: "0001815903" company_name: "Petros Pharmaceuticals, Inc." filed_at: "2023-09-15T23:59:59+00:00" generated_at: "2026-06-10T16:33:04.794067+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Petros shareholders approved authorized share increase to 250M and incentive plan share increase ## Summary - Authorized common shares increased from 150M to 250M via charter amendment filed Sept 14, 2023. - Incentive plan share pool increased by 2.5M shares to 2.76M total, approved by stockholders. - Issuance of shares underlying convertible preferred stock and warrants (over 20% of outstanding) also approved. - Vote results: Share increase 728,964 for, 20,658 against; incentive plan 685,428 for, 64,669 against. - Special meeting held Sept 14, 2023; all four proposals passed. ## SEC filing metadata - accession: 0001104659-23-101208 - form_type: 8-K - ticker: PTPI - cik: 0001815903 - company_name: Petros Pharmaceuticals, Inc. - filed_at: 2023-09-15T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 3.03, 5.03, 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1815903/000110465923101208/0001104659-23-101208-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1815903/000110465923101208/tm2326218d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-101208 - JSON: https://secwatch.observer/filing/0001104659-23-101208.json - Plain text: https://secwatch.observer/filing/0001104659-23-101208.txt ## Key facts - Governance Changes Petros Pharmaceuticals, Inc.: Increased authorized shares of Common Stock from 150,000,000 to 250,000,000 (effective 2023-09-14). - Change: charter amendment - Effective: 2023-09-14 source text: increase the number of authorized shares of Common Stock from 150,000,000 to 250,000,000 and to make a corresponding change to the number of authorized shares of the Company’s capital stock evidence_url: https://www.sec.gov/Archives/edgar/data/1815903/000110465923101208/0001104659-23-101208-index.htm - Shareholder Votes Petros Pharmaceuticals, Inc. shareholders approved Approval of amendment to Certificate of Incorporation to increase authorized shares of Common Stock from 150,000,000 to 250,000,000 at the 2022-11-29 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2022-11-29 source text: 3. Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 150,000,000 to 250,000,000 and to make a corresponding change to the number of authorized shares of capital stock (the “Share Increase Proposal”). For Against Abstain 728,964 20,658 680 evidence_url: https://www.sec.gov/Archives/edgar/data/1815903/000110465923101208/0001104659-23-101208-index.htm - Shareholder Votes Petros Pharmaceuticals, Inc. shareholders approved Approval of amendment to Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation Plan to increase shares available at the 2022-11-29 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2022-11-29 source text: 2. Approval of a proposed amendment to the Amended and Restated Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation Plan to increase the aggregate number of shares available for the grant of awards by 2,500,000 shares, to a total of 2,760,000 shares of Common Stock (the “Incentive Plan Amendment Proposal”) For Against Abstain 685,428 64,669 205 evidence_url: https://www.sec.gov/Archives/edgar/data/1815903/000110465923101208/0001104659-23-101208-index.htm - Shareholder Votes Petros Pharmaceuticals, Inc. shareholders approved Authorization of issuance of shares of Common Stock underlying shares of convertible preferred stock and warrants in a private placement at the 2022-11-29 meeting. - Outcome: passed - Meeting: 2022-11-29 source text: 1. Authorization, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of Common Stock underlying shares of convertible preferred stock and warrants issued by the Company in a private placement in July 2023, in an amount equal to or in excess of 20% of the Common Stock outstanding before the issuance of such convertible preferred stock and warrants (including any amortization payments made to the holders of convertible preferred stock in the form of issuance of shares of Common Stock and upon the operation of anti-dilution provisions applicable to such convertible preferred stock and warrants in accordance with their terms) (the “Issuance Proposal”). For Against Abstain 726,645 20,681 2,976 evidence_url: https://www.sec.gov/Archives/edgar/data/1815903/000110465923101208/0001104659-23-101208-index.htm - Shareholder Votes Petros Pharmaceuticals, Inc. shareholders approved Approval of proposal to adjourn the Special Meeting to a later date if necessary at the 2022-11-29 meeting. - Outcome: passed - Meeting: 2022-11-29 source text: 4. Approval of a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Issuance Proposal, the Incentive Plan Amendment Proposal or the Share Increase Proposal (the “Adjournment Proposal”). For Against Abstain 713,368 34,382 2,552 evidence_url: https://www.sec.gov/Archives/edgar/data/1815903/000110465923101208/0001104659-23-101208-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.