Welcome to our dedicated page for Channel Therapeutics Corporation SEC filings (Ticker: CHRO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Channel Therapeutics Corporation (CHRO) provides access to the company’s regulatory disclosures as it transitioned from a clinical-stage biotechnology issuer focused on NaV1.7-based pain therapeutics into Pelthos Therapeutics Inc. under a different trading symbol. These filings document material corporate events, financing arrangements, and structural changes that shaped the company’s evolution.
Among the key documents is a Form 8-K dated July 2, 2025, which describes the closing of a merger pursuant to an Agreement and Plan of Merger involving CHRO Merger Sub, Inc., LNHC, Inc., and Ligand Pharmaceuticals Incorporated. The filing explains that Merger Sub merged with and into LNHC, with LNHC surviving as a wholly owned subsidiary, and that the company’s name was changed from Channel Therapeutics Corporation to Pelthos Therapeutics Inc. It also notes that the company’s shares would trade on the NYSE American under the symbol PTHS.
The same Form 8-K outlines a private placement of Series A Convertible Preferred Stock, referred to as a PIPE financing, including the aggregate amount raised and the basic conversion mechanics into common stock, subject to ownership limits. It further describes a Registration Rights Agreement granting resale registration rights to the investors, and sets out the company’s obligations to file and seek effectiveness of a resale registration statement.
Another section of the 8-K details a Contribution Agreement with a wholly owned subsidiary, Channel Pharmaceutical Corporation, under which the company contributed assets associated with non-opioid, non-addictive therapeutics to alleviate pain, including patents and know-how related to NaV1.7 for systemic chronic pain, eye pain, and post-surgical nerve blocks. This is accompanied by an Intellectual Property Assignment and Assumption Agreement and royalty agreements covering revenue interests in ZELSUVMI and other covered products or technologies.
On Stock Titan, these filings are presented alongside AI-powered summaries that help explain complex transaction structures, preferred stock terms, and royalty arrangements in plain language. Users can quickly understand how financings, mergers, and asset contributions affected CHRO’s capital structure and corporate identity, and how those changes relate to the subsequent Pelthos Therapeutics entity and PTHS ticker.
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.