PTPI Petros Pharmaceuticals Inc

Henry Crown and Company (“HCC”) and Petros Pharmaceuticals, Inc. (“Petros”) (Nasdaq: PTPI), a leading provider of therapeutics for men’s health, today announced that the companies have entered into a definitive agreement under which HCC will acquire Petros for $3.25 per share. Under the terms of the agreement, CVF, LLC, an affiliate managing HCC’s healthcare investments, will acquire all the outstanding shares of Petros for $3.25 per share in an all-cash transaction for a total equity value of approximately $67.2 million. The board of directors of Petros has unanimously approved the transaction.

The proposed transaction includes the acquisition of Petros Pharmaceuticals’ assets including:

• Avanafil:
  • Approved in the United States (U.S.), Canada, South America and India under the trade name STENDRA® for the treatment of erectile dysfunction
• H100™:
  • A nanoparticle-based topical candidate currently pursuing the 505(B)(2) pathway for the treatment of Peyronie’s disease, a condition impacting more than 1 in 10 men in the US
• A line of leading medical devices for the treatment of erectile dysfunction

“Petros Pharmaceuticals represents a major step forward in the creation of our healthcare investment platform,” said James S. Crown, President, Henry Crown and Company. “STENDRA®, a patented and leading prescription erectile dysfunction medicine in its class, coupled with Petros’ development pipeline and industry-leading portfolio of medical devices, offers hope for patients suffering from men’s health issues worldwide. We believe our healthcare platform is uniquely positioned to help the portfolio reach its full potential given our scale and capabilities, including advancing the RX-to-OTC switch for STENDRA® and internally developing the pipeline for H100™.”

“We are excited to announce Henry Crown and Company’s proposed acquisition of Petros Pharmaceuticals, recognizing the market and growth potential of STENDRA®, our flagship erectile dysfunction therapy, and the untapped potential of H100™ for the treatment of Peyronie’s disease,” said Fady Boctor, Petros Pharmaceuticals’ President and Chief Commercial Officer. “HCC’s resources and capabilities will accelerate our mission to deliver innovative therapeutics for men’s health issues to even more patients. We believe this transaction represents significant future value creation for patients and our collective shareholders.”

At the close of the transaction, Petros will be privately-owned and will continue to be operated independently by the company’s management team and employees.

HCC expects to finance the transaction with existing cash on hand.

HCC’s acquisition of Petros is subject to the completion of customary closing conditions, including receipt of regulatory approvals and approval by Petros’ shareholders. The companies expect the transaction to close by early 2023.

J.P. Morgan acted as HCC’s financial advisor for the transaction with Skadden, Arps, Slate, Meagher & Flom LLP acting as its legal advisor. Gemini Valuation Services LLC acted as Petros’ financial advisor for the transaction with Morgan, Lewis & Bockius LLP acting as its legal advisor.

About STENDRA® (avanafil)

STENDRA® (avanafil), originally launched by Auxilium Pharmaceuticals prior to that company's sale to Endo Pharmaceuticals, is an oral phosphodiesterase 5 (PDE5) inhibitor for the treatment of erectile dysfunction. STENDRA® is not for use in women or children. It is not known if STENDRA® is safe and effective in women or children under 18 years of age. 100-mg and 200-mg tablets can be taken as early as ~15 minutes before sexual activity. STENDRA® works only with sexual stimulation and should not be taken more than once a day. STENDRA® can be taken with or without food; do not drink too much alcohol when taking STENDRA® (for example, more than 3 glasses of wine or 3 shots of whiskey) as it can increase chances of side effects. Of people enrolled in clinical trials, 1.4%, 2.0%, and 2.0%, stopped taking STENDRA® (50 mg, 100 mg, or 200 mg, respectively) due to side effects compared to 1.7% on placebo. STENDRA® was designed and developed expressly for erectile dysfunction. Currently, STENDRA® is covered for ~75% of commercially insured lives, with a co-pay as low as $0. For more information visit: https://STENDRA.com/.

STENDRA® Important Risk Information

STENDRA® can cause your blood pressure to drop suddenly to an unsafe level if it is taken with certain other medicines. A sudden drop in blood pressure can cause you to feel dizzy, faint, or have a heart attack or stroke.

Do not take STENDRA® if you:

• take medicines called nitrates, which are used to treat chest pain (angina)
• use street drugs called “poppers,” such as amyl nitrate and butyl nitrate
• take medicines called guanylate cyclase stimulators, which include Adempas® (riociguat), a medicine that treats pulmonary arterial hypertension and chronic thromboembolic pulmonary hypertension
• are allergic to avanafil or any of the ingredients in STENDRA®

Stop sexual activity and get medical help right away if you have symptoms such as chest pain, dizziness, or nausea during sex. Sexual activity can put an extra strain on your heart, especially if your heart is already weak from a heart attack or heart disease. Discuss your health with your healthcare provider to ensure you are healthy enough for sex.

STENDRA® can cause serious side effects.

Uncommonly reported side effects include:

• An erection that will not go away (priapism). If you have an erection that lasts more than 4 hours, get medical help right away.
• Sudden vision loss in one or both eyes. Sudden vision loss in one or both eyes can be a sign of a serious eye problem called non-arteritic anterior ischemic optic neuropathy (NAION). It is uncertain whether PDE5 inhibitors directly cause vision loss. Stop taking STENDRA® and call your healthcare provider right away if you have sudden vision loss in one or both eyes.
• Sudden hearing decrease or hearing loss. Some people may also have ringing in their ears (tinnitus) or dizziness.

Before you take STENDRA®, tell your healthcare provider if you:

• have or have had heart problems such as a heart attack, irregular heartbeat, angina, or heart failure; have had heart surgery within the last 6 months; have had a stroke; have low blood pressure, or high blood pressure that is not controlled; have a deformed penis shape
• have had an erection that lasted for more than 4 hours; have problems with your blood cells, such as sickle cell anemia, multiple myeloma, or leukemia; have retinitis pigmentosa, a rare genetic (runs in families) eye disease; have ever had severe vision loss, including an eye problem called non-arteritic anterior ischemic optic neuropathy (NAION); have bleeding problems; have or have had stomach ulcers; have liver problems; have kidney problems or are having kidney dialysis; or have any other medical conditions

Tell your healthcare provider about all of the medicines you take, including prescription and nonprescription medicines, vitamins, and herbal supplements. STENDRA® may affect the way other medicines work, and other medicines may affect the way STENDRA® works, which may cause side effects. Especially tell your healthcare provider if you take any of the following:

• medicines called nitrates
• medicines called guanylate cyclase stimulators, such as riociguat
• medicines called HIV protease inhibitors, such as ritonavir (Norvir®), indinavir (Crixivan®), saquinavir (Fortavase® or Invirase®), or atazanavir (Reyataz®)
• some types of oral antifungal medicines, such as ketoconazole (Nizoral®) and itraconazole (Sporanox®)
• some types of antibiotics, such as clarithromycin (Biaxin®), telithromycin (Ketek®), or erythromycin
• medicines called alpha-blockers. These include terazosin (Hytrin®), tamsulosin HCl (Flomax®), doxazosin (Cardura®), prazosin HCl (Minipress®), alfuzosin HCl (UroXatral®), dutasteride and tamsulosin HCl (Jalyn®), or silodosin (Rapaflo®). Alpha-blockers are sometimes prescribed for prostate problems or high blood pressure. In some patients, the use of STENDRA® with alpha-blockers can lead to a drop in blood pressure or fainting
• other medicines that treat high blood pressure
• other medicines or treatments for ED

Do not drink too much alcohol (for example, more than 3 glasses of wine or 3 shots of whiskey) when taking STENDRA®, as this can lead to increased chances of headache, dizziness, increased heart rate, or lowered blood pressure.

STENDRA® does not protect against sexually transmitted diseases, including HIV.

The most common side effects of STENDRA® are headache, flushing, stuffy or runny nose, sore throat, and back pain.

Tell your healthcare provider if you have any side effect that bothers you or does not go away. These are not all of the possible side effects of STENDRA®. For more information, ask your healthcare provider or pharmacist. Call your healthcare provider for medical advice about side effects.

You are encouraged to report negative side effects of prescription drugs to the FDA by calling 1-800-FDA-1088, or at http://www.fda.gov/medwatch.

Please see full Prescribing Information and Patient Information.

About Peyronie’s disease

The National Institute of Diabetes and Digestive and Kidney Diseases reports that the actual number of men who have Peyronie’s disease in the US is more than 1 in 10. According to American Urological Association (AUA) Guidelines, among the current treatments for Peyronie’s disease are invasive surgeries, injections and implants.1 As a topical treatment, H-100 has the potential to be approved as the first non-invasive treatment for the condition. Peyronie’s disease is a noncancerous condition resulting from fibrous scar tissue on the penis, causing curved, often painful, erections. While not necessarily a cause for larger concern, Peyronie's disease causes an irregularity in the shape of the erection in some men, which may prevent sexual intercourse or might cause difficulty in achieving or maintaining an erection (erectile dysfunction). Penile shortening is another common concern. The condition does not often naturally abate, and in most cases, will remain as is, or worsen.2

According to a healthcare advocacy group The Men’s Health Network, not all irregularly shaped erections or penile bumps are caused by Peyronie’s disease and the impact goes beyond the physical symptoms, expanding to include sexual, psychological, and social effects. Because in Peyronie’s disease the erection shape is abnormal and sometimes hurts, intercourse can become difficult and even impossible for some men. Others can become self-conscious about the appearance and limitations of their erections, causing them to avoid sex. The Men’s Health Network notes that Peyronie’s disease can be embarrassing to talk about – even with a partner – which can lead to relationship difficulties. In one study of 92 men with Peyronie’s disease, 48% were reported to have had clinical depression in connection with the condition.3

About Petros Pharmaceuticals

Petros Pharmaceuticals is committed to the goal of becoming a world-leading specialized men's health company by identifying, developing, acquiring, and commercializing innovative therapeutics for men's health issues, including, but not limited to, erectile dysfunction, endothelial dysfunction, psychosexual and psychosocial ailments, Peyronie's disease, hormone health, and substance use disorders.

About Henry Crown and Company

Henry Crown and Company is a Chicago-based, privately-held operation that manages business interests and coordinates investments falling into four broadly-defined categories: publicly-traded securities, real estate, investment funds, and privately-held operating companies. The Company owns and operates a diversified group of companies spanning the United States, Canada, Western Europe and Asia.

Forward-Looking Statements

Certain information in this press release constitutes “forward-looking statements.” Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “seeks” or words of similar meaning, or future or conditional verbs, such as “will,” “should,” “could,” “may,” “aims,” “intends,” or “projects.” However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. These statements may relate to risks or uncertainties associated with: the satisfaction of the conditions precedent to the consummation of the proposed transaction, including, without limitation, the receipt of stockholder and regulatory approvals; unanticipated difficulties or expenditures relating to the proposed transaction; legal proceedings, judgments or settlements, including those that may be instituted against the Company, its board of directors, executive officers and others following the announcement of the proposed transaction; disruptions of current plans and operations caused by the announcement and pendency of the proposed transaction; potential difficulties in employee retention due to the announcement and pendency of the proposed transaction; the response of customers, distributors, suppliers, business partners and regulators to the announcement of the proposed transaction; and other factors described in the Company’s annual report on Form 10-K for the Company’s fiscal year ended December 31, 2021 filed with the SEC. The Company can give no assurance that the expectations expressed or implied in the forward-looking statements contained herein will be attained. The forward-looking statements are made as of the date of this press release, and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Additional Information and Where to Find It

In connection with the proposed transaction, the Company intends to file relevant materials with the SEC, including a definitive proxy statement relating to the proposed transaction. However, such documents are not currently available. The definitive proxy statement will be mailed to the stockholders of the Company. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at the Company’s stockholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction should be made only on the basis of the information contained in the Company’s proxy statement. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC’s website at www.sec.gov, on the Company’s website at https://irdirect.net/PTPI/corporate_overview or by contacting the Company’s Investor Relations at (973) 242-0005.

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Participants in the Solicitation

The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the Company’s directors and executive officers in the proposed transaction will be included in the proxy statement described above. These documents are available free of charge at the SEC’s website at www.sec.gov and by going to the Company’s website at https://irdirect.net/PTPI/corporate_overview.

Contacts

Henry Crown and Company Media:Brett Friedland312-897-7286bfriedland@henry-crown.com

Petros Pharmaceuticals, Inc. Media:Jules AbrahamCORE IR917-885-7378pr@coreir.com

Petros Pharmaceuticals, Inc. Investors:CORE IRir@petrospharma.com

1 https://www.auanet.org/guidelines/guidelines/peyronies-disease-guideline

2 https://www.mayoclinic.org/diseases-conditions/peyronies-disease/symptoms-causes/syc-20353468

3 https://menshealthnetwork.org/peyronies#other%20than%20physical%20symptoms