PTPI 8-K
Petros Pharmaceuticals, Inc. (PTPI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 15, 2023, the board of directors of Petros Pharmaceuticals, Inc. (the “Company”) approved an Amendment (the “Amendment”) to the Company’s Amended and Restated By-laws (the “By-laws”), which became effective as of August 15, 2023. The Amendment amends and restates Article III, Section 7 of the By-laws in its entirety to lower the number of holders of the shares entitled to vote at a meeting of stockholders constituting a quorum, in person or by proxy, from a majority to one-third.
Specifically, the restated Section 7 states that “The holders of one-third in number of the total outstanding stock issued and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. Where a separate vote by class or series is required, a one-third of voting power of the issued and outstanding shares of such class or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by statute or by the Certificate of Incorporation.”
The previous Section 7 stated that “The holders of majority in number of the total outstanding stock issued and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. Where a separate vote by class or series is required, a majority of voting power of the issued and outstanding shares of such class or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by statute or by the Certificate of Incorporation.”
The foregoing description of the Amendment is qualified by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 3.1 | Amendment to the Amended and Restated By-laws of Petros Pharmaceuticals, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PETROS PHARMACEUTICALS, INC. | ||
| Date: August 15, 2023 | By: | /s/ Fady Boctor |
| Name: Fady Boctor | ||
| Title: President and Chief Commercial Officer | ||
Exhibit 3.1
Amendment
to the Amended and Restated By-laws
of Petros Pharmaceuticals, Inc.
Pursuant to Article Fifth of the of the Amended and Restated Certificate of Incorporation of Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Article XIII of the Amended and Restated By-laws of the Company (as amended heretofore, the “By-laws”) of the Corporation, and Section 109 of the General Corporation Law of the State of Delaware, on the date hereof, the By-laws of the Company are hereby amended as follows:
The Article III, Section 7 is hereby deleted in its entirety and replaced with the following By-law:
“Quorum. The holders of one-third in number of the total outstanding stock issued and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. Where a separate vote by class or series is required, a one-third of voting power of the issued and outstanding shares of such class or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise provided by statute or by the Certificate of Incorporation.”
IN WITNESS WHEREOF, this amendment to the By-laws of the Company is executed on August 15, 2023.
| By: | /s/ Fady Boctor | |
| Name: | Fady Boctor | |
| Title: | President and Chief Commercial Officer |