Delisting Determination, The Nasdaq Stock Market, LLC, November 7, 2025,
Petros Pharmaceuticals, Inc.
The Nasdaq Stock Market LLC (the Exchange) has determined to remove
from listing the common stock of Petros Pharmaceuticals, Inc. effective at the
opening of the trading session on December 1, 2025. Based on review
of information provided by the Company, Nasdaq Staff
determined that the Company no longer qualified for listing on the
Exchange pursuant to Listing Rule 5550(a)(2).The Company was
notified of the Staff determination on March 26, 2025.
On March 31, 2025 the Company exercised its right to appeal
the Staff determination to the Listing Qualifications Hearings
Panel (Panel) pursuant to Listing Rule 5815.
Additionally, Nasdaq Staff determined that the Company no longer
qualified for listing on the Exchange pursuant to
Listing Rule 5550(b)(1).The Company was
notified of the Staff determination on April 8, 2025.
Additionally, Nasdaq Staff determined that the Company no longer
qualified for listing on the Exchange pursuant to
Listing Rule 5100.The Company was
notified of the Staff determination on April 28, 2025.
On May 6, 2025, the hearing was held.
On May 19, 2025 the Panel reached a
decision and a Decision letter was issued on May 20, 2025.
The Company common stock was suspended on May 22, 2025.
The Company filed an appeal with the Nasdaq Listing and Hearing
Review Council (NLHRC) on June 4, 2025. The NLHRC issued its
decision Brief on August 26, 2025 and stated the Company argument
that Nasdaq abdicated its regulatory responsibility by no longer
reviewing LAS transactions as a matter of course before allowing listed
companies to undertake them.
This argument was specious for numerous reasons.
In fact, the Listing Rules do still provide for Staff to conduct such reviews,
but only upon request rather as a matter of right.
The Company understood that this opportunity for review was available
to it and, in fact, it availed itself of the opportunity.
However, the Company chose not to seek formal written guidance from Nasdaq
Staff but instead, it sought only informal, anonymous guidance.
The fact that the Company made a poor choice as to the type of review
it wanted is the fault of the Company, not Nasdaq or its Listing Rules.
This matter was not called for review by the Nasdaq Stock Market
Board of Directors regarding the Decision brief
issued by the NLHRC dated October 2, 2025.
Staff determination to delist the Company common stock
remained final as of August 27, 2025.