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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Petros Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

71678J209

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 4 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on January 20, 2021, as amended by Amendment No. 1 thereto filed by the Reporting Persons with the SEC on January 29, 2021, as amended by Amendment No. 2 thereto filed by the Reporting Persons with the SEC on February 11, 2022, and as amended by Amendment No. 3 thereto filed by the Reporting Persons with the SEC on February 8, 2023 (the “Schedule 13G”).

Except as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.

Item 4. Ownership.

(a) and (b):

As of the close of business on December 31, 2023, each of the Reporting Persons may have been deemed to have beneficial ownership of 154,768 shares of Common Stock, which consisted of (i) 12,042 shares of Common Stock held by Intracoastal, (ii) 40,279 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”), (iii) 8,950 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 2”), (iv) 55,921 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal (“Intracoastal Warrant 3”) and (v) 37,576 shares of Common Stock issuable upon exercise of a fourth warrant held by Intracoastal (“Intracoastal Warrant 4”), and all such shares of Common Stock represented beneficial ownership of approximately 6.6% of the Common Stock, based on (1) 2,201,069 shares of Common Stock outstanding as of November 14, 2023, as reported by the Issuer, plus (2) 40,279 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, (3) 8,950 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2, (4) 55,921 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 and (5) 37,576 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4. The foregoing excludes (I) 1,555,556 shares of Common Stock issuable upon exercise of a fifth warrant held by Intracoastal (“Intracoastal Warrant 5”) because Intracoastal Warrant 5 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 5 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock and (II) 1,298,026 shares of Common Stock issuable upon conversion of 2,920 shares of Preferred Stock (the “Preferred Stock”) held by Intracoastal because the terms of the Preferred Stock contain a blocker provision under which the holder thereof does not have the right to convert the Preferred Stock to the extent (but only to the extent) that such conversion would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 3,008,350 shares of Common Stock. 

(c) Number of shares as to which each Reporting Person has:

(i) Sole power to vote or to direct the vote:       0      .

(ii) Shared power to vote or to direct the vote:      154,768     .

(iii) Sole power to dispose or to direct the disposition of      0     .

(iv) Shared power to dispose or to direct the disposition of      154,768     .

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

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.

Date: February 6, 2024