Petros Pharmaceuticals SC 13G / Iroquois Capital Management ownership change

SCHEDULE 13G

CUSIP No.

71678J209

Names of Reporting Persons

Iroquois Capital Management, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 902,084.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 902,084.00

Aggregate Amount Beneficially Owned by Each Reporting Person

902,084.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

3.6 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Includes 27,084 shares of Common Stock issuable upon the exercise of the Warrants (as defined in Item 4) and/or conversion of the Preferred Shares (as defined in Item 4) (See Item 4). As more fully described in Item 4, certain Warrants are subject to a 9.99% Beneficial Ownership Blocker and certain Warrants and Preferred Shares are subject to a 4.99% Beneficial Ownership Blocker, and the percentage set forth in row (11) gives effect to such Beneficial Ownership Blockers (as defined in Item 4). The shares reported in rows (6), (8) and (9) show the number of shares of Common Stock issuable upon conversion and/or exercise of such reported securities, giving effect to the Beneficial Ownership Blockers.

SCHEDULE 13G

CUSIP No.

71678J209

Names of Reporting Persons

Richard Abbe

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,652,084.00
6	Shared Voting Power 902,084.00
7	Sole Dispositive Power 1,652,084.00
8	Shared Dispositive Power 902,084.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,527,084.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.99 %

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No.

71678J209

Names of Reporting Persons

Kimberly Page

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 902,084.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 902,084.00

Aggregate Amount Beneficially Owned by Each Reporting Person

902,084.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

3.6 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Petros Pharmaceuticals, Inc.

(b)

Address of issuer's principal executive offices:

1185 Avenue of the Americas, 3rd Floor, New York, NY, 10036

Item 2.

(a)

Name of person filing:

This statement is being filed by (i) Iroquois Capital Management LLC, a Delaware limited liability company ("Iroquois"), (ii) Richard Abbe, and (iii) Kimberly Page ("Mr. Abbe" and "Ms. Page," together with Iroquois, the "Reporting Persons"). Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund Ltd. ("IMF") with Ms. Kimberly Page, each of whom is a director of IMF. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all shares of Common Stock held by IMF. Iroquois Capital is the investment advisor for IMF and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of Iroquois Capital Investment Group LLC ("ICIG"). As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock held by Iroquois Master Fund and ICIG. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Persons disclaim beneficial ownership of these shares, except to the extent of its, his or her pecuniary interest in such shares, if any.

(b)

Address or principal business office or, if none, residence:

The principal business address for each of the Reporting Persons is 2 Overhill Road, Scarsdale, NY 10583.

(c)

Citizenship:

Iroquois Capital Management LLC is a Delaware limited liability company. Richard Abbe is an individual who is a citizen of the United States of America. Kimberly Page is an individual who is a citizen of the United States of America.

(d)

Title of class of securities:

Common Stock, $0.0001 par value

(e)

CUSIP No.:

71678J209

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of securities of the Issuer beneficially owned by such Reporting Person as of the date of the event which requires filing of this statement and is incorporated herein by reference. The Reporting Persons' ownership of the Issuer's securities includes: (i) 875,000 shares of Common Stock held directly by IMF and 1,625,000 shares of Common Stock held directly by ICIG, (ii) pre-funded warrants held directly by IMF that are exercisable for an aggregate of up to 5,833,333 shares of Common Stock and pre-funded warrants held directly by ICIG that are exercisable for an aggregate of up to 10,833,333 shares of Common Stock (collectively, the "Pre-Funded Warrants"), all of which are subject to a 9.99% Beneficial Ownership Blocker (as defined below); (iv) warrants held directly by IMF that are exercisable for an aggregate of up to 20,341,760 shares of Common Stock and warrants held directly by ICIG that are exercisable for an aggregate of up to 17,698,882 shares of Common Stock (collectively, the "Base Warrants", and together with the "Pre-Funded Warrants", the "Warrants"), all of which are subject to a 4.99% Beneficial Ownership Blocker (as defined below); and (v) 692,554 shares of Common Stock issuable upon conversion of shares of Preferred Stock held directly by IMF and 157,951 shares of Common Stock issuable upon conversion of shares of Preferred Stock held directly by ICIG (collectively, the "Preferred Shares"), all of which are subject to a 4.99% Beneficial Ownership Blocker. The Pre-Funded Warrants contain provisions which precludes the exercise of such Pre-Funded Warrants to the extent that, following exercise, the holder, together with its affiliates and other attribution parties, would own more than 9.99% of the Common Stock outstanding (the "9.99% Beneficial Ownership Blocker"). The Base Warrants and Preferred Shares contain provisions which precludes the exercise of such Base Warrants or the conversion of such Preferred Shares to the extent that, following exercise or conversion, as applicable, the holder, together with its affiliates and other attribution parties, would own more than 4.99% of the Common Stock outstanding (the "4.99% Beneficial Ownership Blocker", and together with the 9.99% Beneficial Ownership Blocker, the "Beneficial Ownership Blockers"). The Reporting Persons are currently prohibited from exercising the Warrants or converting the Preferred Stock to the extent that such exercise or conversion, as applicable, would result in beneficial ownership of more than 2,527,084 shares of Common Stock. The shares of Common Stock listed as beneficially owned in Rows 6, 8 and 9 of the cover page for each Reporting Person and the percentage set forth in Row 11 of the cover page for each Reporting Person give effect to the Beneficial Ownership Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Warrants or convert the Preferred Shares due to the Beneficial Ownership Blockers.

(b)

Percent of class:

Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of the date of the event which requires filing of this statement and is incorporated herein by reference. Due to the Beneficial Ownership Blockers, the collective beneficial ownership percentage of the Reporting Persons was 9.99% as of the date of the event which requires filing of this statement. Such percentage is based upon the sum of (i) 11,319,039 shares of the Issuer's Common Stock outstanding as of February 17, 2025, as reported in the Issuer's final prospectus dated February 17, 2025, filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 424(b)(4) on February 19, 2025 (the "Final Prospectus"), (ii) 13,950,012 shares of Common Stock contemplated to be issued in the Issuer's public offering as described in the Final Prospectus, and (iii) 27,084 shares of Common Stock issuable upon the exercise of the Warrants and/or conversion of the Preferred Shares, after giving effect to the Beneficial Ownership Blockers. %

(c)

Number of shares as to which the person has:

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

The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

(ii) Shared power to vote or to direct the vote:

The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

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

The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

(iv) Shared power to dispose or to direct the disposition of:

The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

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.

Iroquois Capital Management, LLC

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe, President
Date:	02/25/2025

Richard Abbe

Signature:	/s/ Richard Abbe
Name/Title:	Richard Abbe
Date:	02/25/2025

Kimberly Page

Signature:	/s/ Kimberly Page
Name/Title:	Kimberly Page
Date:	02/25/2025

Exhibit Information

Exhibit 1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Petros Pharmaceuticals (PTPI) SC 13GPetros Pharmaceuticals / Iroquois Capital Management ownership change