aibioNasdaq panel moves to delist Petros Pharmaceuticals, trading to shift to OTC
Tickers PTPI
A Nasdaq Hearings Panel has decided to delist Petros, with trading suspended at the open on May 22, 2025, on four grounds that include equity and bid-price rules and concern over the February 2025 public offering. Petros will ask the Listing Council to review the decision.
Key facts
- Company
- Petros Pharmaceuticals, Inc. (OTC: PTPI)
- News type
- Listings
- Primary source
- Petros Pharmaceuticals, Inc. 8-K (2025-05-21)
The panel's decision
Petros Pharmaceuticals, Inc. (Nasdaq: PTPI) received a letter dated May 20, 2025 from the Nasdaq Hearings Panel. The company reported it in a Form 8-K dated May 20, 2025 and signed May 21, 2025 by Fady Boctor, the company's president and chief commercial officer. The panel has determined to delist the company's securities from The Nasdaq Stock Market LLC and denied its request to continue its listing.
Trading in the common stock will be suspended at the open of trading on May 22, 2025. The company expects the stock to trade on the OTC Markets under the existing symbol PTPI from that date.
The four grounds
The panel cited four grounds. The first is the company's failure to maintain compliance with the minimum stockholders' equity requirement under Nasdaq Listing Rule 5550(b)(1). The second is failure to meet the minimum bid price of $1.00 per share under Rule 5550(a)(2). The third is a low bid price under Rule 5810(c)(3)(A)(iii). The fourth is Nasdaq's public interest concerns about the company's public offering of securities that closed on February 19, 2025, under Rule 5810(d).
The fourth ground concerns the February offering rather than a balance-sheet or price test. The 8-K does not say what Nasdaq found objectionable about that offering, and it does not give the equity figure, the bid-price history or the dates of earlier notices.
The appeal
Under the letter, Petros has 15 days from the letter date to ask the Nasdaq Listing and Hearing Review Council for a review. The company says it will request one. A request stays the filing of a Form 25, the SEC form that formally removes a security from listing and registration, but it does not stay the trading suspension. The 8-K says the company expects a Form 25 to be filed if no timely request is made.
The company says there "can be no assurance" that the Listing Council will grant its request for continued listing. The trading suspension takes effect on May 22 whatever the outcome of the appeal.
The business behind the listing
The company's annual report on Form 10-K, filed in March 2025, describes a company that was organized in 2020 to carry out a merger with Neurotrope, Inc. Its operating history is in Stendra, a prescription erectile dysfunction product it licensed from Vivus, Inc., and in vacuum erection devices sold through its Timm Medical and Pos-T-Vac subsidiaries.
In December 2024 the company decided to discontinue sales of Stendra to wholesalers. The 10-K says that, after a Vivus Termination Agreement signed in March 2025, the company is no longer engaged in the commercialization, development or sales of Stendra. It adds that the Timm Medical and Pos-T-Vac subsidiaries are expected to be assigned to a third party in connection with an assignment for the benefit of creditors of Metuchen, so the company will no longer market or sell vacuum erection devices. The 10-K says the company is now working toward becoming an innovator in the self-care market through over-the-counter and nonprescription products. It describes a software platform meant to support the prescription-to-OTC switch, which it says is in early development stages. It also says the company is moving away from manufacturing and supply as a source of significant revenue.
What the 8-K leaves out
The 8-K does not say what Petros will do to restore compliance with the equity and bid-price rules, or whether it has a plan to raise capital to meet the equity test. It does not state the company's cash balance, its net loss or the share count at the time of the decision. It gives no date for the Listing Council's decision.
What comes next
Petros must file its appeal request within 15 days of May 20, 2025. If the Listing Council declines review, the stock is expected to trade only on OTC Markets from May 22 and a Form 25 is expected to follow. If the Council takes the review, the Form 25 is held while it is pending, but trading still moves off Nasdaq on May 22.