Form 8-K Petros Pharmaceuticals, For: Mar 31

 

  

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 31, 2021

 

Petros Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware (State or other jurisdiction of incorporation)

001-39752 (Commission File Number)

85-1410058 (I.R.S. Employer Identification No.)

 

 

1185 Avenue of the Americas, 3rd Floor

New York, New York 10036
(Address of principal executive offices)    (Zip code)

 

(973) 242-0005
(Registrant's telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	PTPI	The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ý

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

 

On March 31, 2021, Metuchen Pharmaceuticals, LLC (“Metuchen”), a wholly-owned subsidiary of Petros Pharmaceuticals, Inc. (the “Company”), entered into a second letter agreement (the “Second Letter Agreement”), dated as of March 31, 2021 (the “Effective Date”), by and between Metuchen and Hybrid Medical LLC (“Hybrid,” and together with Metuchen, the “Parties”), to amend the License Agreement entered into between the Parties on March 24, 2020, as amended by that certain first letter agreement dated September 24, 2020 between the Parties (as amended, the “License Agreement”).

 

Pursuant to the terms of the Second Letter Agreement, the Parties agreed to extend the Second Period (as defined in the License Agreement) of the License Agreement for an additional six (6) months to September 24, 2021. Additionally, Metuchen agreed to pay Hybrid a one-time, non-creditable and non-refundable payment of two hundred thousand U.S. Dollars ($200,000), which shall be payable within seven (7) calendar days of the Effective Date.

 

The foregoing description is qualified in its entirety by reference to the complete terms and conditions of the Second Letter Agreement, which is filed as Exhibit 10.1, to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

  

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

See the Exhibit Index below, which is incorporated by reference herein.

 

EXHIBIT INDEX

 

Exhibit	Description
10.1	Letter Agreement, dated as of March 31, 2021, by and between Metuchen Pharmaceuticals, LLC and Hybrid Medical LLC.

  

 

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: April 6, 2021	By:	/s/ Fady Boctor
		Name: Fady Boctor
		Title: President and Chief Commercial Officer

   

 

Exhibit 10.1

 

 

	200 U.S. 9, Suite 500, Manalapan Township, NJ 07726

 

  

March 31, 2021

 

 

Harold Hoium

Chief Executive Officer

Hybrid Medical LLC

5200 Wilson Road, Suite 150

Edina, Minnesota 55424

 

 

Dear Harold:

 

This letter agreement (this “Second Letter Agreement”) is being entered into as of March 31, 2021 (the "Effective Date") by and between Metuchen Pharmaceuticals LLC ("METUCHEN") and Hybrid Medical LLC ("HYBRID") (referred to herein collectively as the "Parties") to amend the License Agreement entered into between the Parties on March 24, 2020 pursuant to Section 12.11 thereof, as amended by that certain letter agreement (the “First Letter Agreement”) dated September 24, 2020 between METUCHEN and HYBRID (as amended by the First Letter Agreement, the "License Agreement"). Except as specifically provided herein, nothing in this Second Letter Agreement is intended to, nor shall it, modify the License Agreement in any manner, including, but not limited to, the Milestone Payments as set forth in Section 4.2 of the License Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the License Agreement.

 

The Parties hereby acknowledge that METUCHEN has previously paid to HYBRID (i) the Upfront Payment in the sum of $100,000 pursuant to Section 4.1.1 of the License Agreement, (ii) an additional payment of $100,000 pursuant to Section 4.1.2 of the License Agreement to extend the term of the Agreement for a Second Period to September 24, 2020, and (iii) additional payments of $50,000 and $100,000, respectively, pursuant to the First Letter Agreement to extend the term of the Agreement for a Second Period to March 24, 2021. The Parties further hereby acknowledge that METUCHEN intends to exercise its right to terminate this agreement at the end of the Second Period pursuant to Section 4.1.3 unless the Parties can reasonably agree to certain amendments to the License Agreement. The Parties further hereby acknowledge their mutual desire to enter into this Second Letter Agreement to further extend the Second Period referred to in Section 4.1.3 of the License Agreement for an additional six (6) months to September 24, 2021 to permit additional time for the Parties to consider certain amendments to the License Agreement. Accordingly, in consideration of the foregoing, METUCHEN shall pay HYBRID a one-time, non-creditable and non-refundable payment of Two Hundred Thousand U.S. Dollars ($200,000), which shall be payable within seven (7) calendar days of the Effective Date, and the Parties mutually agree to extend the Second Period until September 24, 2021 with all other rights and obligations remaining. For the avoidance of doubt, (i) $75,000 of this payment shall be a non-creditable payment for purposes of Section 4.1.3 (Second Period) and Section 4.2 (Milestone Payments) of the License Agreement, and (ii) $125,000 of the this payment shall be deemed to be a payment by METUCHEN in full satisfaction of its obligation to pay the First Anniversary Milestone Payment set forth in Section 4.2.1. METUCHEN further acknowledges that this Second Letter Agreement shall not impact the agreements made between HYBRID and Custom RX, LLC, including, but not limited to, Amendment No. 3 to the Distributor Agreement dated July 17, 2020.

 

 

	200 U.S. 9, Suite 500, Manalapan Township, NJ 07726

 

 

If the foregoing is acceptable to you, please sign and date this Second Letter Agreement in the space provided below and return it to me.

 

[Signature page follows]

 

 

	200 U.S. 9, Suite 500, Manalapan Township, NJ 07726

 

 

	Sincerely,
	/s/ Fady Boctor
	Fady Boctor, Chief Commercial Officer
	Metuchen Pharmaceuticals, LLC

  

 

Agreed and Accepted as of March 31, 2021:

 

 

Hybrid Medical LLC
By:	/s/ Harold Hoium
Name:	Harold Hoium
Title:	Chief Executive Officer

 

 

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