Petros Pharmaceuticals Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On 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(c)(3)(A)(iii), and (iv) Nasdaq’s public interest concerns regarding the Company’s public offering of securities that closed on February 19, 2025, pursuant to Nasdaq Listing Rule 5810(d).
Pursuant to the Letter, the Panel has determined to deny the Company’s request to continue its listing on Nasdaq and that the Company’s common stock, par value $0.0001 per share (“Common Stock”), will be suspended at the open of trading on May 22, 2025. Following the suspension of trading on Nasdaq, the Company expects that its Common Stock will trade publicly on the OTC Markets under its existing symbol “PTPI” beginning on May 22, 2025.
Pursuant to the Letter, the Company has a period of 15 days from the date of the Letter to submit a written request for a review of the Panel’s delisting determination by the Nasdaq Listing and Hearing Review Council (the “Listing Council”). Unless the Company submits a timely request for the Listing Council’s review of the Panel’s delisting determination, the Company expects that a Form 25 will be filed with the U.S. Securities and Exchange Commission (the “SEC”), which would remove the Company’s securities from listing and registration on Nasdaq. The Company has determined it will request an appeal of the delisting determination by the Listing Council. Requesting such a review will stay the filing of the Form 25 pending the Listing Council’s review, but will not stay the suspension of trading in the Company’s Common Stock on Nasdaq. There can be no assurance that the Listing Council will grant the Company’s request for continued listing on Nasdaq.
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: May 21, 2025 | By: | /s/ Fady Boctor |
| Name: Fady Boctor | ||
| Title: President and Chief Commercial Officer | ||