Petros Pharmaceuticals Inc. filed SEC Form 8-K: Events That Accelerate or Increase a Direct Financial Obligation, Financial Statements and Exhibits
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Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2022, Metuchen Pharmaceuticals LLC (“Metuchen”), a wholly owned subsidiary of Petros Pharmaceuticals, Inc. (the “Company”), entered into that certain (a) Settlement Agreement (the “Settlement Agreement”) and Security Agreement (the “Security Agreement”), each dated January 18, 2022, with Vivus LLC (the “Secured Party”) and (b) Promissory Note dated January 18, 2022, payable to the order of the Secured Party (the “Promissory Note”).
As a result of an event of default under the Settlement Agreement and the Security Agreement existing and continuing by virtue of Metuchen’s failure to pay the Installment (as defined in the Promissory Note) that was due October 1, 2024, all the obligations of Metuchen under the Settlement Agreement and the Security Agreement (the “Obligations”) became immediately due and payable on the date of the Foreclosure Notice (as defined below).
As of December 10, 2024, the unpaid amount of the Promissory Note was $7,246,634.90 in principal and $237,300.35 in interest. Interest continues to accrue on the foregoing amount at the default rate of 9% per annum.
Pursuant to the Security Agreement, the Secured Party holds a security interest against the Collateral (as defined in the Foreclosure Notice).
On December 10, 2024, pursuant to a Notice of Proposal to Accept Pledged Collateral in Partial Satisfaction of Indebtedness Pursuant to Uniform Commercial Code Section 9-620 (the “Foreclosure Notice”), the Secured Party proposed to accept all the Collateral (save and except the Specified License Agreement (as defined in the Security Agreement); collectively, the “Foreclosed Collateral”) in partial satisfaction of the Obligations. The Secured Party further proposed in the Foreclosure Notice that its acceptance of the Foreclosed Collateral would only constitute satisfaction of $2,000,000 worth of the Obligations and would not include any other amounts outstanding under the Promissory Note, the Settlement Agreement, or the Security Agreement, including but not limited to (i) all interest accrued or at any time accruing thereon and (ii) all other sums recoverable by the Secured Party from Metuchen by virtue of the Obligations.
On December 13, 2024, Metuchen accepted and agreed to the Foreclosure Notice.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PETROS PHARMACEUTICALS, INC. | ||
| Date: December 16, 2024 | By: | /s/ Fady Boctor |
| Name: Fady Boctor | ||
| Title: President and Chief Commercial Officer | ||