Channel Therapeutics Corporation SEC Filings

Schedule 13D/A Amendment 1 filed for Pelthos Therapeutics Inc. (formerly Channel Therapeutics, Nasdaq: CHRO) discloses updated insider ownership following the 1-for-10 reverse stock split, the July 1 2025 merger with LNHC and completion of a concurrent PIPE financing.

Reporting persons. Director Ezra Friedberg, Balmoral Financial Group LLC and Key Recovery Group LLC (both managed by Friedberg) collectively report 250,121 common shares, equal to 8.3 % of the 3,034,416 shares outstanding. Ownership breaks down as: (i) 118,049 shares and 63,476 option shares held directly/beneficially by Friedberg; (ii) 92,072 shares held by Balmoral; (iii) 40,000 shares held by Key. All share counts are post-split.

Capital events. • On 07/01/25 Pelthos completed its merger with LNHC and changed its name. • Simultaneously, Balmoral and Key each invested $400 k in a PIPE, purchasing 400 shares of Series A Preferred Stock, immediately converted into 40,000 common shares apiece. • A Registration Rights Agreement obligates Pelthos to file a resale S-3 within 30 days (or 15 days after its next 10-Q/10-K) and obtain effectiveness within 120/150 days. • Lock-Up Agreements restrict directors, officers and certain investors from selling common or preferred stock until 12/31/25, limiting near-term supply.

Strategic implications. Insider ownership exceeding 5 % must be tracked by investors because it aligns management incentives but also signals potential future liquidity once the lock-up and registration periods expire. The filing confirms that the reverse split and preferred-to-common conversion have been fully reflected in current share counts, providing greater clarity on post-merger capital structure.

• Beneficial ownership concentration: One director controls 8.3 % of the float, with additional influence through two investment entities.
• Potential dilution overhang: Shares registered for resale may expand the freely-tradable float in late 2025.
• Balance-sheet support: The PIPE injected at least $800 k (Balmoral & Key) plus undisclosed third-party investments, strengthening liquidity for integration of LNHC assets.

Form 4 overview – Pelthos Therapeutics Inc. (PTHS)

On 7 July 2025, director Ezra M. Friedberg reported multiple transactions involving Series A convertible preferred stock held through his two investment entities, Balmoral Financial Group LLC and Key Recovery Group LLC.

• Preferred stock conversion & purchase: Each entity acquired or converted 40,000 Series A preferred shares at an effective price of $10.00 per share. The preferred is immediately convertible into common stock, subject to a 4.99 % ownership cap and no expiration.
• Resulting common stock position: After the transactions, Balmoral and Key each hold 40,000 common shares, adjusted for the 1-for-10 reverse split carried out on 1 July 2025.
• Disposal: A separate line item shows a disposition of 54,573 common shares (code “D”), reducing a previously held direct position.

The filing reflects Friedberg’s indirect ownership only; he disclaims beneficial ownership beyond his economic interest. All preferred shares held after the transactions can be converted at the holder’s election, but the 4.99 % cap limits any single conversion that would push ownership above that threshold.

Investment takeaway: Net share accumulation of 80 k shares via insider-directed entities generally signals confidence, yet the simultaneous disposal of 54.6 k shares and the low overall ownership cap temper the impact. No cash flow, earnings, or wider strategic context is provided in this Form 4.

Aehr Test Systems (AEHR) – Form 4 insider activity: Chief Financial Officer Chris Siu reported several equity transactions dated 07/02/2025.

• Acquisitions: 30,998 and 5,586 common shares acquired at $0 per share through the vesting of restricted stock units (RSUs).
• Disposition: 752 shares automatically withheld at $15.13 to cover tax obligations (transaction code “F” – not an open-market sale).
• Resulting ownership: 77,623 directly held shares after the transactions, plus 4,202 shares held indirectly via a trust.
• Vesting schedule notes indicate quarterly vesting over up to four years; unvested RSUs remain outstanding.

The filing increases the CFO’s direct ownership by roughly 35.8 thousand shares, reinforcing management’s equity stake. No cash purchases or discretionary sales were reported, suggesting the activity is routine compensation-related rather than a signal of changing outlook.

Form 4 highlights for Pelthos Therapeutics Inc. (PTHS) filed 07/03/2025:

• Reporting person: Todd C. Davis, identified as both a Director and 10% Owner of the issuer through his role as CEO and director of Ligand Pharmaceuticals Inc. ("Ligand").
• Non-derivative transaction: On 07/01/2025, 1,500,000 shares of common stock were acquired (Code C – conversion) at an effective price of $10 per share following the conversion of Series A preferred stock. Post-transaction indirect holding (via Ligand) stands at 1,500,000 shares. A small disposition of 2,917 common shares is also reported.
• Derivative transactions: • 15,000 shares of Series A convertible preferred stock were converted into 1,500,000 common shares (Code C). • 31,278.681 shares of Series A convertible preferred stock were received (Code J – merger related), representing 3,127,868 underlying common shares. Remaining indirect derivative position totals 3,127,868 common share equivalents.
• Corporate actions: All share figures reflect a 1-for-10 reverse stock split effected on 07/01/2025. The preferred shares are convertible at any time but subject to a 49.9% ownership cap.
• Merger context: Securities were received in exchange for LNHC, Inc. shares in connection with the merger of CHRO Merger Sub, Inc. into LNHC, a wholly-owned Ligand subsidiary, under the 04/16/2025 Merger Agreement.

The filing signals a substantial increase in Mr. Davis’s indirect equity exposure to Pelthos through Ligand, aligning his economic interests with common shareholders while also disclosing the structural changes stemming from the merger and reverse split.

Redwire Corp (RDW) – Form 4 insider filing: Chief Accounting Officer Chris Edmunds reported an automatic share withholding transaction on 1 July 2025 related to the vesting of restricted stock units (Transaction Code F, tax liability settlement).

• Securities disposed: 1,298 common shares at the closing price of $15.31.
• Post-transaction ownership: Edmunds now holds 96,956 common shares directly.
• Nature of transaction: Withholding for taxes is generally considered non-discretionary and does not indicate a change in sentiment.

No derivative securities were involved, and no open-market purchases or sales were recorded. The size of the withholding represents a small fraction of the insider’s total ownership and is unlikely to be market-moving.

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.

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.

Enhabit, Inc. (EHAB) – Form 4 insider transaction

Chief Human Resources Officer Tanya Renee Marion reported a single transaction dated 1 July 2025. Under transaction code F (shares withheld by the issuer to satisfy tax obligations upon vesting), 1,983 common shares were disposed of at an average price of $7.88 per share. Following the withholding, the executive’s direct beneficial ownership stands at 57,651 common shares. No derivative securities were reported, and the filing was signed on 2 July 2025.

The transaction represents routine tax-related share withholding rather than an open-market sale, so it does not materially alter the insider’s economic exposure or signal a change in conviction. The filing meets Section 16 reporting requirements and contains no additional commentary or unusual provisions.