Petros Pharmaceuticals, Inc. — fact timeline

Robert Weinstein was appointed as Chief Accounting Officer, Principal Financial Officer and Principal Accounting Officer at Petros Pharmaceuticals, Inc..

“On June 18, 2026, the board of directors (the “Board”) of the Company appointed Robert Weinstein to the positions of Chief Accounting Officer, Principal Financial Officer and Principal Accounting Officer of the Company, effective immediately.”

Mitchell Arnold departed as Vice President of Finance, Principal Accounting Officer and Principal Financial Officer at Petros Pharmaceuticals, Inc..

“On June 18, 2026, Petros Pharmaceuticals, Inc. (the “Company”) and Mitchell Arnold, who served as the Company’s Vice President of Finance, Principal Accounting Officer and Principal Financial Officer, mutually agreed to the separation of Mr. Arnold from such roles, effective as of June 18, 2026”

Petros Pharmaceuticals, Inc. engaged HTL International, LLC as its auditor.

“On August 29, 2025, the Committee engaged HTL International, LLC (“HTL”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.”

Petros Pharmaceuticals, Inc. dismissed CBIZ CPAs P.C. as its auditor.

“On August 29, 2025, the Audit Committee of the Board of Directors (the “Committee”) of Petros Pharmaceuticals, Inc. (the “Company”) approved the dismissal of CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent registered public accounting firm, effective as of the same date.”

Petros Pharmaceuticals, Inc. received a nasdaq delisting notice notice regarding stockholders equity (rules 5550(b)(1), 5550(a)(2), 5810(c)(3)(A)(iii), 5810(d)).

“May 20, 2025, Petros Pharmaceuticals, Inc. (the “Company”) received a letter (the “Letter”) from the Nasdaq Hearings Panel (the “Panel”) indicating that the Panel has determined to delist the Company’s securities from The Nasdaq Stock Market LLC (“Nasdaq”) as a result of (i) the Company’s failure to maintain compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1), (ii) the Company’s failure to meet the minimum bid price of $1.00 per share pursuant to Nasdaq Listing Rule 5550(a)(2), (iii) the Company’s low bid price pursuant to Nasdaq Listing Rule 5810(”

Petros Pharmaceuticals, Inc. received a nasdaq delisting notice notice regarding other (rules 5810(c)(3)(A)(iii), 5810(d)).

“April 28, 2025, Nasdaq notified the Company (the “ Notice ”) it had public interest concerns regarding the Company’s public offering of securities that closed on February 19, 2025, which serves as an additional basis for delisting the Company’s securities pursuant to Nasdaq Listing Rule 5810(d). The Company intends to address these concerns before a Nasdaq Hearings Panel (the “ Panel ”). As a result of the Company’s hearing request pending appeal notice, all delisting actions have been stayed, pending a hearing before the Panel. The Notice has no immediate impact on the Company’s common stock”

Petros Pharmaceuticals, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1), 5810(c)(3)(A)(iii)).

“April 8, 2025, the Nasdaq notified the Company that it did not comply with the $2.5 million minimum stockholders’ equity requirement, as set forth in Nasdaq Listing Rule 5550(b)(1). Pursuant to Nasdaq Listing Rule 5810(d), this deficiency now becomes an additional basis for delisting, and as such, the Company intends to address these concerns before a Nasdaq Hearings Panel. As a result of the Company’s hearing request pending appeal notice, all delisting actions have been stayed, pending a hearing before the Panel.”

Petros Pharmaceuticals, Inc.: Increased authorized shares of Common Stock from 250,000,000 to 7,000,000,000 and made a corresponding change to total authorized capital stock shares (effective 2025-04-11).

“the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Share Increase Amendment”) to increase the number of authorized shares of the Common Stock from 250,000,000 shares to 7,000,000,000”

Petros Pharmaceuticals, Inc. engaged CBIZ CPAs P.C. as its auditor.

“engaged CBIZ CPAs as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025”

Petros Pharmaceuticals, Inc. dismissed Marcum LLP as its auditor.

“the Company terminated its relationship with Marcum as the Company’s independent registered accounting firm”

Petros Pharmaceuticals, Inc.: Filed Certificate of Amendment related to Series A Preferred Stock.

“The matters described in Item 1.01 of this Current Report on Form 8-K related to the Series A Preferred Stock and the filing of the Certificate of Amendment are incorporated herein by reference.”

Petros Pharmaceuticals, Inc.: Filing of Certificate of Amendment related to Series A Preferred Stock.

“Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The matters described in Item 1.01 of this Current Report on Form 8-K related to the Series A Preferred Stock and the filing of the Certificate of Amendment are incorporated herein by reference.”

Greg Bradley resigned as director at Petros Pharmaceuticals, Inc..

“On October 2, 2024, Greg Bradley, who served as a member of the Board tendered his resignation from his role as director of the Company, effective as of October 2, 2024.”

John Shulman resigned as director at Petros Pharmaceuticals, Inc..

“On October 1, 2024, John Shulman, who served as a member of the board of directors (the “Board”) of Petros Pharmaceuticals, Inc. (the “Company”), tendered his resignation from his role as director of the Company, effective as of October 1, 2024.”

Petros Pharmaceuticals, Inc. amended Omnibus Waiver and Amendment with the Investors (effective 2023-12-31).

“On March 21, 2024, the Company entered into an Omnibus Waiver and Amendment (the “Waiver and Amendment”) with the Investors, effective as of December 31, 2023.”

Petros Pharmaceuticals, Inc. engaged Marcum LLP as its auditor.

“On January 8, 2024, the Audit Committee engaged Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023, effective immediately.”

Petros Pharmaceuticals, Inc. dismissed EisnerAmper LLP as its auditor.

“On January 8, 2024, the Audit Committee (the “Audit Committee”) of the Board of Directors of Petros Pharmaceuticals, Inc. (the “Company”) dismissed EisnerAmper LLP (“EisnerAmper”) as the Company’s independent registered public accounting firm, effective immediately.”

Petros Pharmaceuticals, Inc. shareholders approved Approval, on an advisory basis, of the compensation paid to the Company's named executive officers at the 2023-12-29 meeting.

“For Against Abstain Broker Non-Votes 735,195 30,435 4,208 506,053”

Petros Pharmaceuticals, Inc. shareholders approved Ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-12-29 meeting.

“For Against Abstain 1,181,138 91,884 2,869”

Petros Pharmaceuticals, Inc. shareholders approved Election of the five directors named in the Proxy Statement to the Board of Directors at the 2023-12-29 meeting.

“Nominee For Against Abstain Broker Non-Votes John D. Shulman 741,470 13,235 15,133 506,053”

Petros Pharmaceuticals, Inc.: Amended Certificate of Designations of Series A Convertible Preferred Stock to permit additional procedures for payment of redemptions and conversions (effective 2023-09-29).

“On September 29, 2023, Petros Pharmaceuticals, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware (the “Secretary of State”) a Certificate of Amendment of Certificate of Designations of Series A Convertible Preferred Stock (the “Certificate of Amendment”), which became effective upon filing. The Certificate of Amendment amends the Certificate of Designations of Series A Convertible Preferred Stock, previously filed with the Secretary of State on July 14, 2023, to permit certain additional procedures for the payment of redemptions and conversions.”

Petros Pharmaceuticals, Inc.: Increased authorized shares of Common Stock from 150,000,000 to 250,000,000 (effective 2023-09-14).

“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”

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.

“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”

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.

“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”

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.

“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”

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.

“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”

Petros Pharmaceuticals, Inc.: Amended Article III, Section 7 of the bylaws to reduce the stockholder quorum requirement from a majority to one-third of outstanding shares (effective 2023-08-15).

“On August 15, 2023, the board of directors of Petros Pharmaceuticals, Inc. (the “Company”) approved an Amendment (the “Amendment”) to the Company’s Amended and Restated By-laws (the “By-laws”), which became effective as of August 15, 2023.”

Petros Pharmaceuticals, Inc. entered into Securities Purchase Agreement with certain accredited investors valued at $15 million (effective 2023-07-13).

“On July 13, 2023, Petros Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of 15,000 shares of the Company’s newly-designated Series A Convertible Preferred Stock, with a par value of $0.0001 per share and a stated value of $1,000 per share, initially convertible into up to 6,666,668 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a conversion price of $2.25 per share (the “Preferred Shares”), and (ii) warrants to acquire up to an aggregate of 6,666,668 shares of Common Stock (the “Warrants”) at an exercise price of $2.25 per share (collectively, the “Private Placement”).”

Petros Pharmaceuticals, Inc.: Filed Certificate of Amendment to effect a 1-for-10 reverse stock split of common stock (effective 2022-11-30).

“On November 29, 2022, Petros Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 1-for-10 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), either issued and outstanding or held by the Company as treasury stock, effective as of 4:05 p.m. (Delaware time) on November 30, 2022 (the “Reverse Stock Split”).”

Petros Pharmaceuticals, Inc. shareholders approved Approval of a proposal to adjourn the Annual Meeting to a later date if necessary to permit further solicitation in connection with the Reverse Stock Split Proposal at the 2022-11-29 meeting.

“5. Approval of a proposal to adjourn the Annual 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 Reverse Stock Split Proposal. For Against Abstain 11,180,241 1,438,591 152,827”

Petros Pharmaceuticals, Inc. shareholders approved Advisory vote on the compensation paid to the named executive officers at the 2022-11-29 meeting.

“4. Approval, on an advisory basis, the compensation paid to our named executive officers. For Against Abstain Broker Non-Votes 8,132,818 893,328 97,119 3,648,394”

Petros Pharmaceuticals, Inc. shareholders approved Ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 at the 2022-11-29 meeting.

“3. Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. For Against Abstain 11,890,468 746,151 135,040”

Petros Pharmaceuticals, Inc. shareholders approved Approval of an amendment to the Certificate of Incorporation to effect a reverse stock split of all outstanding shares of Common Stock at a ratio in the range of 1-for-4 to 1-for-10 at the 2022-11-29 meeting.

“2. Approval of an amendment to the Certificate of Incorporation to effect, at the discretion of the Board but prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting, a reverse stock split of all of the outstanding shares of the Company’s Common Stock, at a ratio in the range of 1-for-4 to 1-for-10, with such ratio to be determined by the Board in its discretion and included in a public announcement (the “Reverse Stock Split Proposal”). For Against Abstain 10,905,548 1,792,112 73,999”

Petros Pharmaceuticals, Inc. shareholders approved Election of five directors named in the Proxy Statement to serve one-year terms expiring in 2023 at the 2022-11-29 meeting.

“1. Election of the five directors named in the Proxy Statement to the Board of Directors of the Company to serve one-year terms expiring in 2023. Nominee For Against Abstain Broker Non-Votes John D. Shulman 8,309,762 765,431 48,072 3,648,394 Joshua N. Silverman 8,283,834 776,472 62,959 3,648,394 Bruce T. Bernstein 8,164,648 895,660 62,957 3,648,394 Gregory Bradley 8,167,712 890,551 65,002 3,648,394 Wayne R. Walker 7,864,134 1,196,122 63,009 3,648,394”

Petros Pharmaceuticals, Inc. reported the third quarter ended September 30, 2022 results: revenue negative $1.4 million, net income $13.8 million.

“and will manage cash prudently to achieve that goal,” concluded Mr. Boctor. Q3 2022 Financial Results Net sales for the third quarter ended September 30, 2022, were negative $1.4 million, comprised of negative $2.1 million of net sales from Prescription Medicines and $0.7 million of net sales from Medical Devices. This compares to net sales for the quarter ended”

Andrew Gesek resigned as President of Timm Medical Technologies, Inc. at Petros Pharmaceuticals, Inc..

“On February 28, 2022 (the “Termination Date”), Andrew Gesek resigned from his position as President of Timm Medical Technologies, Inc., a wholly-owned subsidiary of Petros Pharmaceuticals, Inc. (the “Company”), effective immediately.”