SEC Form DEF 14A filed by Petros Pharmaceuticals Inc.
SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934
Chairman of the Board
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY, NOVEMBER 20, 2024:
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Our official Notice of Annual Meeting of Stockholders and Proxy Statement are available at: www.proxyvote.com
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PETROS PHARMACEUTICALS, INC.
DATE: November 20, 2024
PLACE: www.virtualshareholdermeeting.com/PTPI2024
Chairman of the Board
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1185 Avenue of the Americas, 3rd Floor
New York, NY 10036
PETROS PHARMACEUTICALS, INC.
2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 20, 2024
AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER ANNUAL MEETING
TO BE HELD ON NOVEMBER 20, 2024
| Proposal 1: Elect Directors | | | Directors are elected by a majority of the votes cast with respect to that director by stockholders present by virtual attendance or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. “ABSTAIN” votes and broker non-votes will have no effect on the results for the election of directors. | |
| Proposal 2: Ratify Appointment of Independent Registered Public Accounting Firm | | |
The affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy is required to ratify the appointment of our independent registered public accounting firm. “ABSTAIN” votes will have the same effect as votes cast “AGAINST” the ratification of the independent registered public accounting firm. Because the ratification of the independent registered public accounting firm is considered a routine matter, your bank, broker, trustee or other nominee, as the case may be, may vote your shares without your instruction with respect to the ratification of the independent registered public accounting firm unless you instruct them otherwise. If a bank, broker, trustee or other nominee does not exercise this authority, such broker non-votes will have no effect on the results of this vote.
We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, our Audit Committee of our Board will reconsider its appointment.
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| Proposal 3: Approve, on an Advisory Basis, the Compensation Paid to Our Named Executive Officers | | | The affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy is required to approve, on an advisory basis, the compensation paid to our named executive officers. This is a non-binding advisory vote. If your shares are held by a broker and you do not give the broker specific instructions on how to vote your shares, your broker may not vote your shares at its discretion. “ABSTAIN” votes will have the same effect as votes cast “AGAINST” the advisory vote, and broker non-votes will have no effect on the results for the advisory vote. | |
| Proposal 4: The Reverse Stock Split Proposal | | | The affirmative vote of the holders of majority of the votes cast by stockholders present by virtual attendance or represented by proxy at the Annual Meeting and entitled to vote on the Reverse Stock Split Proposal is required to approve the Reverse Stock Split Proposal. “ABSTAIN” votes will have no effect on the Reverse Stock Split Proposal. Because the Reverse Stock Split Proposal is considered a routine matter, your bank, broker, trustee or other nominee, as the case may be, may vote your shares without your instruction with respect to the Reverse Stock Split Proposal unless you instruct them otherwise. If a bank, broker, trustee or other nominee does not exercise this authority, such broker nonvotes will have no effect on the results for the Reverse Stock Split Proposal. | |
| Proposal 5: The Adjournment Proposal | | | The affirmative vote of the holders of a majority of the stock having voting power present in person or represented by proxy is required to approve the Adjournment Proposal. “ABSTAIN” votes will have the same effect as votes cast “AGAINST” the Adjournment Proposal. | |
| | | | Because the Adjournment Proposal is considered a routine matter, your bank, broker, trustee or other nominee, as the case may be, may vote your shares without your instruction with respect to the Adjournment Proposal unless you instruct them otherwise. If a bank, broker, trustee or other nominee does not exercise this authority, such broker non-votes will have no effect on the results for the Adjournment Proposal. | |
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name and Address of Beneficial Owner
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Number of
Shares of Common Stock Beneficially Owned(1) |
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Percentage of
Class(2) |
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Number of
Shares of Series A Preferred Stock Beneficially Owned(1) |
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Percentage of
Class(2) |
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Total Voting
Power |
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5% Stockholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Juggernaut Capital Partners III GP, Ltd.(3)
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| | | | 789,969 | | | | | | 7.72% | | | | | | — | | | | | | — | | | | | | 5.45% | | |
Alto Opportunity Master Fund, SPC-Segregated Master Portfolio B(4)
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| | | | 478,631 | | | | | | 4.56% | | | | | | 76.92 | | | | | | 7.41% | | | | | | * | | |
Iroquois Capital Management L.L.C.(5)
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| | | | 524,900 | | | | | | 4.99% | | | | | | 269.23 | | | | | | 25.93% | | | | | | 1.28% | | |
Intracoastal Capital LLC(6)
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| | | | 525,039 | | | | | | 4.99% | | | | | | 269.23 | | | | | | 25.93% | | | | | | 1.26% | | |
Five Narrow Lane LP(7)
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| | | | 487,964 | | | | | | 4.99% | | | | | | 115.38 | | | | | | 11.11% | | | | | | * | | |
3i, LP(8)
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| | | | 487,964 | | | | | | 4.99% | | | | | | 107.69 | | | | | | 10.37% | | | | | | * | | |
Named Executive Officers and Directors
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John Shulman(3)
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| | | | 789,969 | | | | | | 7.72% | | | | | | — | | | | | | — | | | | | | 5.45% | | |
Gregory Bradley(9)
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| | | | 92,315 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Bruce T. Bernstein(10)
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| | | | 92,347 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Joshua N. Silverman(11)
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| | | | 95,238 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Wayne R. Walker(12)
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| | | | 92,315 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Fady Boctor(13)
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| | | | 125,745 | | | | | | 1.24% | | | | | | — | | | | | | — | | | | | | * | | |
Mitchell Arnold(14)
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| | | | 25,117 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
All directors and executive officers as a group (7 persons)
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| | | | 1,313,046 | | | | | | 12.25% | | | | | | — | | | | | | * | | | | | | 5.79% | | |
Name
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Age
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Position
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Joshua N. Silverman
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54
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| | Chairman of the Board | |
Bruce T. Bernstein
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60
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| | Director | |
Wayne R. Walker
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65
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| | Director | |
Name
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Age
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Position
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Fady Boctor, MBA
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47
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| | President and Chief Commercial Officer | |
Mitchell Arnold, MBA
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61
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Vice President of Finance and Chief Accounting Officer
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Board Diversity Matrix for Petros Pharmaceuticals, Inc.
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As of 10/14/2024
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As of 11/02/2023
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| | Total Number of Directors | | | |
3
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5
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| | Gender Identity | | | |
Female
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Male
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Non-
Binary |
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Did Not
Disclose Gender |
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Female
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Male
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Non-
Binary |
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Did Not
Disclose Gender |
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| | Directors | | | | | | | |
3
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5
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| | Part II: Demographic Background | | | ||||||||||||||||||||||||||||||||
| | African American or Black | | | | | | | |
1
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1
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| | Alaskan Native or Native American | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Asian | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Hispanic or Latinx | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Native Hawaiian or Pacific Islander | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | White | | | | | | | |
2
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4
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| | Two or More Races or Ethnicities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | LGBTQ+ | | | |
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| | Did Not Disclose Demographic Background | | | |
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Bruce T. Bernstein
Wayne R. Walker
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Description
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Performance/
Job Considerations |
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Primary Objectives
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Base Salary
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| | Fixed cash amount. | | | Increases based upon individual performance against goals, objectives and job criteria such as executive qualifications, responsibilities, role criticality, potential and market value. | | | Recruit qualified executives or personnel. Retention of personnel. | |
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Cash Incentive Opportunity
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| | Short-term incentive, annual bonus opportunities. | | | Amount of actual payment based on achievement of corporate financial goals, key strategic and operating objectives. | | | Promote achievement of short-term financial goals and strategic and operating objectives. | |
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Retirement and Welfare Benefits
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| | 401(k) plan, health and insurance benefits. | | | None, benefits offered to broad workforce. | | | Recruit qualified employees. | |
Name and Principal Position
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Year
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Salary
($) |
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Bonus
($) |
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Stock
Awards ($)(1) |
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Option
Awards ($)(2) |
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Non-equity
Incentive Plan Compensation ($) |
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All Other
Compensation ($)(3) |
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Total ($)
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Fady Boctor
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| | | | 2023 | | | | | | 350,000 | | | | | | 280,000 | | | | | | 70,000 | | | | | | 123,125 | | | | | | — | | | | | | 51,971 | | | | | | 875,096 | | |
President and Chief Commercial Officer
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| | | | 2022 | | | | | | 350,000 | | | | | | 280,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 52,209 | | | | | | 682,209 | | |
Mitchell Arnold
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| | | | 2023 | | | | | | 288,750 | | | | | | 115,500 | | | | | | — | | | | | | 22,578 | | | | | | — | | | | | | 61,425 | | | | | | 488,253 | | |
Vice President of Finance and Chief Accounting Officer
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| | | | 2022 | | | | | | 288,750 | | | | | | 60,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 58,264 | | | | | | 407,014 | | |
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Option awards
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Name
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Vesting
Commencement date |
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Number of
securities underlying unexercised options (#) exercisable |
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Number of
securities underlying unexercised options (#) unexercisable |
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Option
Exercise Price ($) |
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Option
Expiration Date |
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Fady Boctor
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| | | | 2/19/2021 | | | | | | 21,567 | | | | | | — | | | | | $ | 37.40 | | | | | | 2/19/2031 | | |
| | | | | 12/21/2023 | | | | | | 54,533 | | | | | | 54,533 | | | | | $ | 1.41 | | | | | | 12/21/2033 | | |
Mitchell Arnold
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| | | | 5/11/2021 | | | | | | 5,000 | | | | | | — | | | | | $ | 32.10 | | | | | | 5/11/2031 | | |
| | | | | 12/21/2023 | | | | | | 20,000 | | | | | | — | | | | | $ | 1.41 | | | | | | 12/21/2033 | | |
Name
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Fees
earned or paid in cash ($) |
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Stock
awards ($) |
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Option
awards ($)(1) |
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Non-equity
incentive plan compensation ($) |
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Nonqualified
deferred compensation earnings ($) |
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All other
compensation ($) |
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Total ($)
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John D. Shulman(2)
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Joshua N. Silverman
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| | | | 233,333 | | | | | | — | | | | | | 75,965 | | | | | | — | | | | | | — | | | | | | — | | | | | | 309,298 | | |
Bruce T. Bernstein
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| | | | 72,000 | | | | | | — | | | | | | 75,965 | | | | | | — | | | | | | — | | | | | | — | | | | | | 147,965 | | |
Gregory Bradley(3)
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| | | | 72,000 | | | | | | — | | | | | | 75,965 | | | | | | — | | | | | | — | | | | | | — | | | | | | 147,965 | | |
Wayne R. Walker
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| | | | 72,000 | | | | | | — | | | | | | 75,965 | | | | | | — | | | | | | — | | | | | | — | | | | | | 147,965 | | |
Joshua N. Silverman
Wayne R. Walker
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2023
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2022
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Audit fees:(1)
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| | | $ | 497,800 | | | | | $ | 267,750 | | |
Audit related fees:(2)
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| | | | — | | | | | | — | | |
Tax fees:(3)
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| | | | 20,475 | | | | | | 13,125 | | |
All other fees
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Total
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| | | $ | 518,275 | | | | | $ | 280,875 | | |
PUBLIC ACCOUNTING FIRM, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF SUCH RATIFICATION UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.
COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS
AMENDMENT TO THE COMPANY’S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
TO EFFECT THE REVERSE STOCK SPLIT
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE
INSUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING TO
APPROVE ONE OR MORE PROPOSALS PRESENTED AT THE ANNUAL MEETING
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PETROS PHARMACEUTICALS, INC.