SEC Form SC 13D/A filed by Petros Pharmaceuticals, Inc. (Amendment)

CUSIP No.  71678J100

13D

Page 1 of 11

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This Amendment No. 1 (“Amendment No. 1”) amends the Schedule 13D originally filed on December 1, 2020 (the “Schedule 13D”) jointly by METP Holdings, LLC (“METP”), JCP III SM AIV, L.P. (“JCP III AIV”), Juggernaut Partners III GP, L.P. (“JCP III GP”), Juggernaut Partners III GP, Ltd. (“JCP III GP Ltd”), and John D. Shulman (together with JCP III AIV, JCP III GP, and JCP III GP Ltd., the “Reporting Persons”) with respect to Common Stock, par value $0.0001 per share (the “Common Stock”), of Petros Pharmaceuticals, Inc. (the “Issuer”).

 

Responses to each item of this Amendment No. 1 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.

 

Items 3, 4, 5, 6 and 7 of the Schedule 13D are hereby amended to the extent hereinafter expressly set forth. Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Statement on Schedule 13D.

 

Capitalized terms used herein but not defined herein shall have the meaning attributed to them in the Schedule 13D.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 is hereby supplemented as follows:

On April 8, 2021, Mr. Shulman received options (the “Options”) to purchase 50,000 shares of Common Stock pursuant to director compensation arrangements. The shares of Common Stock underlying the options vested 25% on the date of grant, 25% upon the six-month anniversary of the date of grant and the remainder shall vest in equal installments over the following four fiscal quarters. As of the date of this Amendment No.1, 25,000 shares of Common Stock underlying the Options had vested.

 

On October 13, 2021, the Issuer entered into that certain Purchase Agreement (the “Purchase Agreement”) with JCP III AIV and certain purchasers identified on the signature pages thereto (together with JCP III AIV, the “Purchasers”). Pursuant to the Purchase Agreement, the Issuer agreed to sell in a registered direct offering (the “Registered Direct Offering”) 3,323,616 shares of Common Stock to the Purchasers at an offering price of $1.715 per share of Common Stock. Pursuant to the Purchase Agreement, in a concurrent private placement (together with the Registered Direct Offering, the “Offerings”), the Issuer agreed to sell to the Purchasers unregistered warrants to purchase up to an aggregate of 3,323,616 shares of Common Stock, representing 100% of the shares of Common Stock that may be purchased in the Registered Direct Offering. Pursuant to the Purchase Agreement, on October 18, 2021, JCP III AIV was issued that certain Common Stock Purchase Warrant to purchase 1,661,807 shares of Common Stock (the “Warrant”). The Warrant is exercisable at an exercise price of $1.715 per share of Common Stock, is exercisable immediately upon issuance and has a term of exercise equal to five years from the date of issuance. The total contribution by JCP III AIV in exchange for the Common Stock and Warrant was $2,849,999.

 

ITEM 4. PURPOSE OF TRANSACTION

Item 4 is hereby amended as follows:

Except as described above, none of the Reporting Persons currently has any other plans or proposals that would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D.  However,

as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer or other third parties regarding such matters.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended as follows:

METP is the holder of record of 13,648 shares of Common Stock. JCP III AIV is the holder of record of 6,705,930 shares of Common Stock. Mr. Shulman is the holder of record of 25,000 shares of Common Stock. Each of JCP III GP, JCP III GP Ltd and Mr. Shulman disclaim beneficial ownership of any shares of the Issuer’s Common Stock owned of record by JCP III AIV, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(b)  Sole power to vote or to direct the vote:

0 for all Reporting Persons

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

0 for all Reporting Persons

(c)    The information set forth in Item 3 above is incorporated herein by reference.

(d)    Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended as follows:

To the extent applicable, the information provided in Items 4 and 5 above is incorporated herein by reference.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  October 20, 2021