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 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.