[Form 3] Channel Therapeutics Corporation Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Ligand Pharmaceuticals Inc. has filed a Form 3 as an initial statement of beneficial ownership in Pelthos Therapeutics Inc. (ticker PTHS) dated July 1, 2025. The filing shows Ligand as a 10%+ owner, disclosing ownership of Series A convertible preferred stock that can be converted into 1,800,000 common shares after adjustment for the issuer’s 1-for-10 reverse split executed on the same date. The preferred shares are convertible at the holder’s election with no stated expiration, but are contractually capped so that Ligand’s post-conversion stake cannot exceed 49.9% of PTHS’s outstanding common stock. All reported securities are held directly by Ligand. The form was signed by Octavio Espinoza, CFO of Ligand, on July 2, 2025.

Positive

• Ligand Pharmaceuticals’ disclosure of 1.8 million share-equivalent stake establishes it as a significant (>10%) insider shareholder.
• Conversion terms are flexible and have no expiration, potentially providing long-term alignment between Ligand and Pelthos.

Negative

• None.

Insights

Securities Analyst

TL;DR – Routine ownership disclosure; signals Ligand’s >10% stake but no immediate financial impact.

This Form 3 simply establishes Ligand Pharmaceuticals as an insider of Pelthos Therapeutics with the right to convert Series A preferred into 1.8 million common shares at a $10 conversion price (post-split). The open-ended conversion feature and 49.9% cap provide flexibility without triggering change-of-control. While the presence of a well-capitalized biotech investor may be supportive for Pelthos, the filing itself does not alter fundamentals, cash runway, or valuation metrics. Overall, it is a standard compliance event with limited market impact unless investors interpret Ligand’s position as strategic.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LIGAND PHARMACEUTICALS INC

(Last) (First) (Middle)

555 HERITAGE DRIVE, SUITE 200

(Street)

JUPITER FL 33458

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2025

3. Issuer Name and Ticker or Trading Symbol
Pelthos Therapeutics Inc. [ PTHS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	1,800,000(2)	$10(2)	D

Explanation of Responses:

1. The Series A convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. The Series A convertible preferred stock is subject to a contractual limitation such that the reporting person may not convert Series A convertible preferred stock to the extent that after giving effect to such conversion, the reporting person (together with its attribution parties as defined in the certificate of designations) would beneficially own in excess of 49.9% of the shares of common stock outstanding immediately after giving effect to such conversion.

2. The numbers reported herein have been adjusted to reflect the 1-for-10 reverse stock split effected by the Issuer on July 1, 2025.

	/s/ Octavio Espinoza, Chief Financial Officer of Ligand Pharmaceuticals Incorporated	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did Ligand Pharmaceuticals file a Form 3 for Pelthos Therapeutics (PTHS)?

Because Ligand crossed the 10% ownership threshold by holding Series A preferred stock convertible into 1.8 million PTHS common shares.

How many Pelthos shares can Ligand acquire through conversion?

The Series A preferred is convertible into 1,800,000 common shares after the issuer’s 1-for-10 reverse split.

Is there a limit on Ligand’s potential ownership of PTHS common stock?

Yes. A contractual cap prevents Ligand and its attribution parties from owning more than 49.9% of outstanding common stock post-conversion.

Does the preferred stock have an expiration date?

No. The Series A preferred is convertible at any time at the holder’s election and has no expiration date.

When was the Form 3 signed and filed?

The statement was signed on July 2, 2025 and reflects an event date of July 1, 2025.