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Petros Pharmaceuticals assigns all assets to creditors and halts operations

Tickers PTPI

Petros Pharmaceuticals assigned all of its assets to PT Liquidation, LLC for the benefit of creditors on September 30, 2026, and says it has ceased substantially all operations. The executive chairman and two directors resigned the same day, and the Series A preferred stock must be redeemed immediately.

Key facts

Company
Petros Pharmaceuticals, Inc. (OTC: PTPI)
News type
Distress
Primary source
Petros Pharmaceuticals, Inc. 8-K (2026-09-30)
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The assignment

Petros Pharmaceuticals, Inc. (PTPI) entered a General Assignment for the Benefit of Creditors on September 30, 2026, under California law. In a Form 8-K filed the same day, the company says it assigned all of its right, title and interest in its assets to PT Liquidation, LLC, as assignee, for the benefit of its creditors. The 8-K gives the assignee's office as 2261 Market Street in San Francisco.

The company says the execution of the assignment "constitutes a liquidation event." The assignee will take possession of the assets and administer them under state law to satisfy creditor claims to the extent possible. The 8-K says Petros has ceased substantially all of its business operations and no longer has the ability to continue as a going concern. The 8-K's forward-looking statements refer to the potential for distributions to creditors.

Defaults and redemption

The filing says the assignment is an event of default, or otherwise triggers obligations, under certain of the company's contracts. All outstanding obligations under those agreements may be immediately due and payable. It also triggered the Certificate of Designations for the Series A Convertible Preferred Stock, so Petros is required to redeem all outstanding Series A shares immediately.

The 8-K does not say how many Series A shares are outstanding, what the redemption price is, or whether the company has the money to pay it. It also does not list the contracts that are in default.

Directors and officers

Executive Chairman Joshua N. Silverman and directors Bruce T. Bernstein and Wayne R. Walker resigned effective September 30, 2026. Fady Boctor was terminated as President and Chief Commercial Officer on the same day. Robert Weinstein resigned as Chief Accounting Officer, Principal Financial Officer and Principal Accounting Officer, effective at 5:30 p.m. Eastern time on September 30, 2026. The 8-K says none of the departures resulted from a disagreement with the company on its operations, policies or practices.

What the company was before the assignment

The company's annual report on Form 10-K, filed April 15, 2026, says that before June 2025 Petros consisted of several wholly owned subsidiaries, including Metuchen Pharmaceuticals LLC, Timm Medical Technologies, Inc. and Pos-T-Vac, LLC. It had historically commercialized Stendra, licensed from Vivus, Inc., and vacuum erection devices.

The 10-K says the company determined in December 2024 to discontinue sales of Stendra to wholesalers and stopped commercializing it from March 2025. On June 16, 2025, Metuchen, Timm Medical and Pos-T-Vac each made a separate assignment for the benefit of creditors to a special purpose vehicle, which succeeded to their assets. The 10-K describes the platform Petros was developing, an Rx-to-OTC switch software service, as in early development stages.

The September 2026 assignment covers the parent company's own assets.

Results and cash

The 10-K reports that Petros had net income of $1.9 million for 2025, compared with a net loss of $14.3 million for 2024. Cash used in operations was $6.7 million in 2025, up from $2.6 million in 2024, so the net income did not come with cash generation.

Cash and cash equivalents were $5.1 million at December 31, 2025, and $3.5 million at June 30, 2026, according to the company's 10-Q. Revenue for 2024 was $5.1 million and year-end 2024 cash was $1.7 million.

What the 8-K leaves out

The 8-K does not give the company's liabilities, the amount owed to creditors, or the value of the assets assigned. It does not say how the assignee will sell the assets, what creditors will receive, or whether equity holders will receive anything. It gives no cash balance as of the assignment date.

What comes next

The assignee now controls the assets and will administer the claims under California law. The 8-K gives no date for the assignee's administration of the assets, the redemption of the Series A preferred, or resolution of the contract defaults.

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