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 2023-12-31

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 2024-05-30

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 x

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Fiscal Year Ended December 31, 2023

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _____________ to
_____________

 Commission file number 001-39752

 PETROS
PHARMACEUTICALS, INC.

 (Exact name of registrant as specified in its charter)

 Delaware

 85-1410058

 (State or other jurisdiction of incorporation or organization)

 (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)

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

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

 Title of each class

 Trading Symbol

 Name of each exchange on which registered

 Common Stock, par value $0.0001 per share

 PTPI

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
 x No

 Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes x No

 Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. x Yes No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes
No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 x

 Smaller reporting company

 x

 Emerging growth company

 x

 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.

 Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b)
of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers
during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes x No

 As of June 30, 2023, the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the last sale price of the common equity was $ 3,145,008.

 As of May 30, 2024, the registrant had 7,000,195 shares of common stock
outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Audit Firm ID

 Auditor Name

 Auditor Location

 Marcum LLP

 East Hanover, New Jersey

 EXPLANATORY NOTE

 This Amendment No. 1 to the Annual Report on Form
10-K of Petros Pharmaceuticals, Inc. (the "Company") for the year ended December 31, 2023, as filed with the Securities and
Exchange Commission on April 1, 2024 (the "Original Form 10-K") is being filed solely to replace the consent of Marcum LLP,
the Company's independent registered public accounting firm, and the consent of EisnerAmper LLP, the Company's former independent
registered public accounting firm, previously filed as Exhibit 23.1 and Exhibit 23.2, respectively, to the Original Form 10-K, to correctly
reflect the references to the Company's registration statements, which incorporate by reference the financial statements included
in the Original Form 10-K.

 In accordance with Rule 12b-15 of the Securities
Exchange Act of 1934, as amended, this Amendment No. 1 includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley
Act of 2002, as amended, dated as of the filing date of this Amendment No. 1. Because no financial statements have been included in this
Amendment No. 1 and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs
3, 4 and 5 of the certifications have been omitted.

 Except as otherwise expressly noted herein, this
Amendment No. 1 does not modify or update in any way the Original Form 10-K, nor does it reflect events occurring after the filing of
the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)(1) Financial Statements

 No financial statements are filed with this Amendment
No. 1. These items were included as part of the Original Form 10-K.

 (a)(2) Financial Statements Schedule

 None.

 (a)(3) Exhibits

 Index to Exhibits

 Exhibit

 No.

 Description

 2.1

 Agreement
 and Plan of Merger and Reorganization, dated as of May 17, 2020, by and among Petros Pharmaceuticals, Inc., Neurotrope, Inc., PM
 Merger Sub 1, LLC, PN Merger Sub 2, Inc. and Metuchen Pharmaceuticals LLC (incorporated by reference to Exhibit 2.1 to the Company's
 Registration Statement on Form S-4 filed on October 28, 2020).

 2.2

 First
 Amendment to Agreement and Plan of Merger, dated as of July 23, 2020, by and between Petros Pharmaceuticals, Inc., PM Merger Sub
 1, LLC, PN Merger Sub 2, Inc., Neurotrope, Inc. and Metuchen Pharmaceuticals LLC (incorporated by reference to Exhibit 2.2 to the
 Company's Registration Statement on Form S-4 filed on October 28, 2020).

 2.3

 Second
 Amendment to Agreement and Plan of Merger, dated as of September 30, 2020, by and between Petros Pharmaceuticals, Inc., PM Merger
 Sub 1, LLC, PN Merger Sub 2, Inc., Neurotrope, Inc. and Metuchen Pharmaceuticals LLC (incorporated by reference to Exhibit 2.3 to
 the Company's Registration Statement on Form S-4 filed on October 28, 2020).

 3.1

 Amended
 and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form
 8-K filed on December 2, 2020).

 3.2

 Certificate
 of Amendment of Amended and Restated Certificate of Incorporation of Petros Pharmaceuticals, Inc. (incorporated by reference to Exhibit
 3.1 to the Company's Current Report on Form 8-K filed on November 30, 2022).

 3.3

 Certificate
 of Amendment of Amended and Restated Certificate of Incorporation of Petros Pharmaceuticals, Inc. (incorporated by reference to Exhibit
 3.1 to the Company's Current Report on Form 8 - K filed on September 15, 2023).

 3.4

 Certificate
 of Designations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company's Current
 Report on Form 8-K filed on July 13, 2023).

 3.5

 Certificate
 of Amendment of Certificate of Designations of Series A Convertible Preferred Stock. (incorporated by reference to Exhibit 3.1 to
 the Company's Current Report on Form 8-K filed on October 2, 2023).

 3.6

 Amended
 and Restated By-laws (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8- K filed on December
 2, 2020).

 3.7

 Amendment
 to the Amended and Restated By-laws of Petros Pharmaceuticals, Inc. (incorporated by reference to Exhibit 3.1 to the Company's
 Current Report on Form 8-K filed on August 15, 2023).

 4.1

 Specimen
 Stock Certificate evidencing shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Company's Registration
 Statement on Form S-4 filed on October 28, 2020).

 4.4

 Description
 of Capital Stock (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed on April 1, 2024).

 4.5

 Form
 of Investor Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC
 on October 15, 2021).

 4.6

 Form
 of Investor Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC
 on December 1, 2021).

 4.7

 Form
 of Investor Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC
 on December 27, 2021).

 4.8

 Form
 of Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on July 13, 2023).

 10.5

 Registration
 Rights Agreement, dated as of December 1, 2020, by and among Petros Pharmaceuticals, Inc. and JCP III SM AIV, L.P. (incorporated
 by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 2, 2020).

 10.6+

 License
 and Commercialization Agreement by and between VIVUS, Inc. and Metuchen Pharmaceuticals LLC, dated September 30, 2016 (incorporated
 by reference to Exhibit 10.3 the Company's Registration Statement on Form S-4 filed on October 28, 2020).

 10.11

 Bonus
 Agreement, entered into as of December 11, 2020, by and between Petros Pharmaceuticals, Inc. and Fady Boctor (incorporated by reference
 to Exhibit 10.1 of the Company's Form 8-K filed on December 15, 2020).

 10.12

 Employment
 Offer Letter, entered into as of February 19, 2021, by and between Petros Pharmaceuticals, Inc. and Fady Boctor Form of Petros Pharmaceuticals,
 Inc. (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with February 25, 2021).

 10.13

 Form
 of Petros Pharmaceuticals, Inc. Nonqualified Stock Option Grant Agreement (incorporated by reference to Exhibit 10.2 of the Company's
 Form 8-K filed on February 25, 2021).

 10.18 +

 Settlement
 Agreement, dated January 18, 2022, between Metuchen Pharmaceuticals LLC and VIVUS LLC, a Delaware limited liability company (incorporated
 by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2022, filed on
 May 16, 2022).

 10.19+

 Promissory
 Note, dated January 18, 2022, by Metuchen Pharmaceuticals LLC in favor or VIVUS LLC, a Delaware limited liability company (incorporated
 by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2022, filed on
 May 16, 2022).

 10.20

 Security
 Agreement, dated January 18, 2022, between Metuchen Pharmaceuticals LLC and VIVUS LLC, a Delaware limited liability company (incorporated
 by reference to Exhibit 10.3 of the Company's Form 8-K filed on January 21, 2022).

 10.21+

 Amendment
 No. 1 to License and Commercialization Agreement, dated January 18, 2022, between Metuchen Pharmaceuticals LLC and VIVUS LLC, a Delaware
 limited liability company (incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q for the
 quarter ended March 30, 2022, filed on May 16, 2022).

 10.22

 Technology
 Transfer Service Agreement, dated January 20, 2022, between Patheon Pharmaceuticals Inc., part of Thermo Fisher Scientific, and Metuchen
 Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q for the quarter
 ended March 30, 2022, filed on May 16, 2022).

 10.23

 Petros
 Pharmaceuticals, Inc. Amended and Restated 2020 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 99.1 of
 the Company's Registration Statement on Form S-8 filed on December 22, 2022).

 10.24

 First
 Amendment to Amended and Restated Petros Pharmaceuticals, Inc. 2020 Omnibus Incentive Compensation Plan (incorporated by reference
 to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 15, 2023).

 10.25

 Securities
 Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 13,
 2023).

 10.26

 Registration
 Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 13, 2023).

 10.27

 Form
 of Omnibus Waiver and Amendment, dated March 21, 2024, by and between Petros Pharmaceuticals, Inc. and the investors party thereto
 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 22, 2023).

 16.1

 Letter
 dated January 12, 2024, from EisnerAmper LLP to the U.S. Securities and Exchange Commission (incorporated by reference to Exhibit
 16.1 to the Company's Current Report on Form 8-K filed on January 12, 2024).

 List
 of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company's Annual Report on Form 10-K filed on March 31, 2022).

 23.1*

 Consent of Independent Registered Public Accounting
 Firm, Marcum LLP.

 23.2*

 Consent of Independent Registered Public Accounting
 Firm, EisnerAmper LLP.

 31.1*

 Rule 13a-14(a)/15d-14(a) Certification - Principal
 Executive Officer.

 31.2*

 Rule 13a-14(a)/15d-14(a) Certification - Principal
 Financial Officer.

 32**

 Section 1350 Certification - Principal Executive
 Officer and Principal Financial Officer.

 97.1

 Petros Pharmaceuticals, Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed on April 1, 2024).

 101.INS*

 101.SCH*

 101.CAL*

 Document

 101.DEF*

 Document

 101.LAB*

 Document

 101.PRE*

 Document

 104*

 Cover Page Interactive Data File (Embedded within

 *

 Filed herewith.

 **

 Furnished herewith.

 Certain of the schedules (and similar attachments) to these exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5) of Regulation S-K under the Securities Act of 1933, as amended, because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or the disclosure document. The registrant hereby agrees to furnish a copy of all omitted schedules (or similar attachments) to the SEC upon its request.

 +

 Portions of these exhibits have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because they are both (i) not material and (ii) the type that the registrant treats as private or confidential. A copy of the omitted portions will be furnished to the SEC upon its request.

 Management contract or compensatory plan or arrangement.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

 PETROS PHARMACEUTICALS, INC.

 May 31, 2024

 By:

 /s/ Fady Boctor

 Name:

 Fady Boctor

 Title:

 President and Chief Commercial Officer