[Form 4] Channel Therapeutics Corporation Insider Trading Activity

Rhea-AI Filing Summary

SEC Form 4 filing overview: Ligand Pharmaceuticals Inc. — identified as both a 10% beneficial owner and director — reported several equity transactions in Pelthos Therapeutics Inc. (PTHS) effective 1 July 2025. All share amounts have been adjusted for the issuer’s 1-for-10 reverse stock split executed on the same date.

Key non-derivative transaction (Table I)

• 1,500,000 common shares acquired through a Code “C” conversion at an indicated value of $10 per share.
• Post-transaction direct ownership: 1,500,000 common shares.

Key derivative transactions (Table II)

• 15,000 shares of Series A convertible preferred stock converted (Code “C”) into the 1,500,000 common shares noted above.
• 31,278.681 additional Series A preferred shares received (Code “J”) in exchange for LNHC, Inc. shares under an April 16 2025 merger agreement among Pelthos, CHRO Merger Sub, LNHC and Ligand.
• Total preferred position after the transactions: 34,278.681 Series A shares, each convertible into common stock at $10. The preferred has no expiration date and contains a 49.9% beneficial-ownership cap upon conversion.

Structural context

• The exchange and conversion consolidate Ligand’s economic stake following completion of the LNHC reverse-merger into Pelthos.
• All conversions were executed immediately after the reverse split, suggesting share counts and prices are already reverse-split adjusted.

The filing signals Ligand’s increased equity exposure to Pelthos while highlighting potential future dilution limits via the 49.9% cap.

Positive

• Ligand acquired 1,500,000 common shares at a stated $10 conversion price, signaling continued investment commitment.
• Series A preferred remains freely convertible, offering potential future capital flexibility for the issuer.

Negative

• Immediate dilution of 1,500,000 new common shares enters the float following the preferred conversion.
• Large residual preferred position (34,278.681 shares) could further increase common share count upon future conversion.

Insights

Securities Analyst

TL;DR — Ligand converts preferred and acquires more, cementing a 10%+ stake in Pelthos.

Materiality: Medium. The conversion of 15,000 Series A preferred into 1.5 million common shares immediately enlarges Ligand’s voting and economic interest. The additional 31,278.681 preferred shares received via the LNHC merger further position Ligand for sizable future ownership, though the 49.9 % cap tempers outright control.

Valuation insight: At the $10 stated conversion rate, the common stock portion reflects a notional $15 million position. Investors should track how many of the remaining 34,278.681 preferred shares are ultimately converted, as each tranche represents up to 100 common shares post-split.

Share-count implications: The immediate issuance of 1.5 million new common shares is dilutive to existing holders. Ongoing conversions could augment float over time, yet the cap prevents majority ownership by a single holder.

Corporate Governance Expert

TL;DR — Insider’s stake rises; 49.9 % cap mitigates control risk.

Ligand’s designation as both director and 10 % owner places heightened corporate-governance attention on related-party oversight. The reverse-merger pathway (LNHC into Pelthos) and subsequent equity issuances consolidate influence but the certificate-imposed 49.9 % ceiling serves as a structural safeguard against single-shareholder dominance. Board independence and disclosure quality around these transactions will be key metrics for governance analysts going forward.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		C		1,500,000(1)	A	$10(1)	1,500,000(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	$10(1)	07/01/2025		C			15,000	(3)	(3)	Common Stock	1,500,000(1)	$0	3,000(3)	D
Series A Convertible Preferred Stock	$10(1)	07/01/2025		J		31,278.681(2)		(3)	(3)	Common Stock	3,127,868(1)	(2)	34,278.681(3)	D

Explanation of Responses:

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

2. Received in exchange for shares of LNHC, Inc. common stock in connection with the merger of CHRO Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of the Issuer, with and into LNHC, Inc., a wholly-owned subsidiary of the reporting person, with LNHC continuing as a wholly-owned subsidiary of the Issuer and the surviving corporation of the merger, pursuant to the Merger Agreement, dated as of April 16, 2025, by and among the Issuer, Merger Sub, LNHC, and solely for the purposes of Article III thereof, the reporting person.

3. 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.

	/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.
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FAQ

What did Ligand Pharmaceuticals report in its 1 July 2025 Form 4 for PTHS?

Ligand converted 15,000 Series A preferred into 1.5 million common shares and received 31,278.681 new preferred shares via a merger exchange.

At what price were the preferred shares convertible into PTHS common stock?

The Series A preferred shares are convertible at $10 per common share, as stated in the filing.

How many PTHS common shares does Ligand now own directly?

After the reported transaction, Ligand holds 1,500,000 common shares directly.

What ownership cap applies to Ligand’s Series A preferred stock?

Conversions are limited so Ligand cannot beneficially own more than 49.9 % of PTHS common stock post-conversion.

Why did Ligand receive additional Series A preferred shares?

They were issued in exchange for LNHC, Inc. shares under an April 16 2025 merger agreement involving Pelthos, LNHC and Ligand.