Exhibit 10.1
AMENDMENT AGREEMENT
This Amendment Agreement (this “Agreement”), dated as of November 13, 2024, is by and between Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each investor listed on the signature pages attached hereto (each an “Investor,” and collectively, the “Investors”).
WITNESSETH
WHEREAS, the Company and the Investors are party to that certain Securities Purchase Agreement, dated as of July 13, 2023 (the “Purchase Agreement”), pursuant to which the Company issued to the Investors shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), the terms of which are set forth in the Certificate of Designations of the Preferred Stock (the “Certificate of Designations”), and warrants (the “Warrants,” and, together with the Purchase Agreement and the Certificate of Designations, the “Transaction Documents”) to purchase shares of the Company’s common stock, par value $0.0001 per share; and
WHEREAS, the undersigned collectively hold at least a majority of the outstanding shares of Preferred Stock and thereby constitute the Required Holders.
NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereinafter set forth, the parties hereto, intending legally to be bound, hereby agree as follows:
| 1. | Definitions. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings given such terms in the Certificate of Designations. |
| 2. | Agreement to Defer. The Investors, on behalf of all Holders, hereby agree that payment by the Company of any payment amounts that have accrued and are unpaid as of the date hereof pursuant to the Certificate of Designations (the “Amounts”), shall be deferred until January 15, 2025, as to all Holders. In addition, the Investors, on behalf of all Holders, hereby waive any breach or violation of the Transaction Documents resulting from the Company’s failure to timely deliver the Amounts and further agree that such failure to pay shall not otherwise trigger any right or remedy of the Investors. |
| 3. | Amendment to the Certificate of Designations. The parties hereto hereby agree to amend the terms of the Preferred Stock as set forth in the Certificate of Designations of the Preferred Stock in the form attached hereto as Exhibit A (the “Amendment”). Upon the effectiveness of this Agreement, the Company shall promptly file the Amendment with the Secretary of State of the State of Delaware and provide a copy thereof to each Investor promptly after such filing. |
| 4. | Counterparts; Facsimile Execution. This Agreement may be executed in one or more counterparts (including by electronic mail, in PDF or by DocuSign or similar electronic signature), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, |
