Petros Pharmaceuticals, Inc (PTPI) Announces Direct 3.32M Share Offering at $1.715/sh

Petros Pharmaceuticals, Inc. (Nasdaq: PTPI), a leading provider of therapeutics for men's health, today announces that it has entered into definitive agreements with the company's largest investor and other existing investors, for the purchase and sale of 3,323,616 shares of Petros Pharmaceuticals' common stock, at a purchase price of $1.715 per share, in a registered direct offering. Petros Pharmaceuticals has also agreed to issue to the investors unregistered warrants to acquire 3,323,616 shares of common stock at $1.715 per share, exercisable immediately and terminating 5 years after the date of issuance. The closing of the offering is expected to occur on or about October 18, 2021, subject to the satisfaction of customary closing conditions.

The gross proceeds to Petros Pharmaceuticals from this offering are expected to be approximately $5.7 million, before deducting advisory and other offering expenses. Petros Pharmaceuticals intends to use the net proceeds from this offering for expansion of Petros Pharmaceuticals' men's health platform and for working capital and general corporate purposes.

Katalyst Securities LLC acted as the financial advisor to the Petros Pharmaceuticals with respect to this transaction.

The shares of common stock (but not the warrants or the shares of common stock underlying the warrants) are being offered by Petros Pharmaceuticals pursuant to a "shelf" registration statement on Form S-3 (File No. 333-252573) previously filed with the Securities and Exchange Commission (the "SEC") on January 29, 2021, and declared effective by the SEC on February 4, 2021. The offering of the securities will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the shares of common stock being offered will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov.

The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. Petros Pharmaceuticals has agreed to register the resale of the shares of common stock issuable upon exercise of the warrants within 30 days.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

ABOUT PETROS PHARMACEUTICALS

Petros Pharmaceuticals is committed to the goal of becoming a world-leading specialized men's health company by identifying, developing, acquiring, and commercializing innovative therapeutics for men's health issues including, but not limited to erectile dysfunction, endothelial dysfunction, psychosexual and psychosocial ailments, Peyronie's disease, hormone health and substance use disorders.

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