Item 1.01  Entry into a Material Definitive Agreement.

On March 31, 2021, Metuchen Pharmaceuticals, LLC ("Metuchen"), a wholly-owned subsidiary of Petros Pharmaceuticals, Inc. (the "Company"), entered into a second letter agreement (the "Second Letter Agreement"), dated as of March 31, 2021 (the "Effective Date"), by and between Metuchen and Hybrid Medical LLC ("Hybrid," and together with Metuchen, the "Parties"), to amend the License Agreement entered into between the Parties on March 24, 2020, as amended by that certain first letter agreement dated September 24, 2020 between the Parties (as amended, the "License Agreement").

Pursuant to the terms of the Second Letter Agreement, the Parties agreed to extend the Second Period (as defined in the License Agreement) of the License Agreement for an additional six (6) months to September 24, 2021. Additionally, Metuchen agreed to pay Hybrid a one-time, non-creditable and non-refundable payment of two hundred thousand U.S. Dollars ($200,000), which shall be payable within seven (7) calendar days of the Effective Date.

The foregoing description is qualified in its entirety by reference to the complete terms and conditions of the Second Letter Agreement, which is filed as Exhibit 10.1, to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

Item 9.01 Financial Statements and Exhibits.






 (d) Exhibits

See the Exhibit Index below, which is incorporated by reference herein.

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