March 13, 2025

Fady Boctor
President and Chief Commercial Officer
Petros Pharmaceuticals, Inc.
1185 Avenue of the Americas, 3rd Floor
New York, New York 10036

       Re: Petros Pharmaceuticals, Inc.
           Preliminary Proxy Statement on Schedule 14A
           Filed March 7, 2025
           File No. 001-39752
Dear Fady Boctor:

       We have reviewed your filing and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
General

1.     We note your references in your preliminary proxy statement to an
"alternative
       cashless exercise" feature in the Series B Warrants. The term "cashless
exercise" is
       generally understood to allow a warrant holder to exercise a warrant
without paying
       cash for the exercise price and reducing the number of shares receivable
by the holder
       by an amount equal in value to the aggregate exercise price the holder
would
       otherwise pay to exercise the warrant(s). In cashless exercises, it is
expected that the
       warrant holder receives fewer shares than they would if they opted to
pay the exercise
       price in cash. Please clarify your disclosure throughout by revising the
references to
       "alternative cashless exercise" and exclusively using the term "zero
exercise price" or
       another appropriate term that conveys that, in addition to the company
receiving no
       cash upon the "alternative cashless exercise," the warrant holders would
be entitled to
       receive more shares than they would under the cash exercise terms.
2.     We note your disclosure on page 20 that if stockholders approve the
Issuance
       Proposal, assuming the full exercise of the Series Warrants at the floor
price of
 March 13, 2025
Page 2

       $0.0586, and assuming the Series B Warrants are exercised on an
alternative cashless
       exercise basis, an aggregate of approximately 1,064,846,416.38
additional shares of
       common stock will be outstanding and the ownership interest of your
existing
       stockholders would be correspondingly reduced. In each instance in your
proxy
       statement where you describe Proposal 1, which is asking stockholders to
approve the
       issuance of the common stock underlying such warrants, please clarify
the total
       number of Series A and Series B warrants that were issued and the total
number of
       common stock that may be issuable upon the exercise of those warrants,
using the
       assumptions you disclose on page 20.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Please contact Tim Buchmiller at 202-551-3635 or Suzanne Hayes at
202-551-3675
with any other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Life
Sciences
cc:   Alla Digilova, Esq.