[SCHEDULE 13D/A] Channel Therapeutics Corporation SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Insider alignment: Director Ezra Friedberg’s 8.3 % beneficial stake suggests vested interest in share-price appreciation.
• Simplified capital structure: Immediate conversion of Series A Preferred Stock eliminates a preferred overhang and clarifies common-share count.
• Fresh capital infusion: PIPE financing adds at least $800 k from Friedberg-controlled entities, enhancing liquidity post-merger.
• Lock-up agreements: Selling restrictions through 12/31/25 limit near-term share supply.

Negative

• Potential dilution: Registration Rights Agreement will register insider and PIPE shares for resale, increasing float once effective.
• Influence concentration: Significant voting power in a single director may raise governance and minority-shareholder concerns.

Insights

Securities Analyst

TL;DR – Director’s 8.3 % stake post-merger signals alignment but resale registration could expand float in 4-6 months.

The amended 13D crystallises Pelthos’s new share base (3.0 m) after the 1-for-10 split and LNHC merger. Friedberg’s aggregate 250 k-share position makes him the third-largest reported holder and indicates skin-in-the-game via direct purchases and PIPE participation. Immediate conversion of Series A preferred removes a preferred-equity layer, simplifying capital structure. However, the upcoming S-3 will register these shares plus other PIPE investor holdings, potentially increasing trading supply near year-end once the lock-up rolls off. From a valuation standpoint the cash inflow (~$0.8 m from Friedberg-controlled entities, more from other investors) modestly bolsters liquidity but is immaterial versus drug-development burn rates. Overall impact on equity value is neutral: insider commitment offsets mild dilution risk.

Corporate Governance Expert

TL;DR – High insider control raises alignment and governance scrutiny; lock-up limits exit until 12/31/25.

Friedberg’s dual role as director and 8.3 % holder, coupled with managerial control over Balmoral and Key, concentrates influence within a single individual. Investors should monitor board independence and related-party transactions. The Registration Rights Agreement provides standard liquidity rights for PIPE investors yet creates a clear timeline for potential selling pressure. The six-month lock-up is shorter than typical 180-day IPO locks but still adequate to facilitate merger integration. Given transparent disclosure and absence of legal issues (Items 2d/2e), I view governance risk as contained. Net impact: neutral.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Pelthos Therapeutics Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

171126204

(CUSIP Number)

Marisa Kugelmann
1251 Avenue of the Americas,
New York, NY, 10020
212-660-3010

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/01/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 171126204

1

Name of reporting person

Ezra Friedberg

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 118,049.00
8	Shared Voting Power 132,072.00
9	Sole Dispositive Power 118,049.00
10	Shared Dispositive Power 132,072.00

11

Aggregate amount beneficially owned by each reporting person

250,121.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Includes 92,072 shares held directly by Balmoral Financial Group LLC ("Balmoral") and 40,000 shares held directly by Key Recovery Group LLC ("Key"). Mr. Friedberg serves as the manager of Balmoral and the manager of Key. Calculated based on 3,034,416 shares of Common Stock outstanding as of July 2, 2025.

SCHEDULE 13D

CUSIP No. 171126204

1

Name of reporting person

Balmoral Financial Group LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 92,072.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 92,072.00

11

Aggregate amount beneficially owned by each reporting person

92,072.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Mr. Friedberg serves as the manager of Balmoral. Calculated based on 3,034,416 shares of Common Stock outstanding as of July 2, 2025.

SCHEDULE 13D

CUSIP No. 171126204

1

Name of reporting person

Key Recovery Group LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 40,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 40,000.00

11

Aggregate amount beneficially owned by each reporting person

40,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Mr. Friedberg serves as the manager of Key. Calculated based on 3,034,416 shares of Common Stock outstanding as of July 2, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Pelthos Therapeutics Inc.
(c)	Address of Issuer's Principal Executive Offices: 4020 Stirrup Creek Drive, Durham, NORTH CAROLINA , 27703.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") relating to the shares of common stock, par value $0.001 per share ("Common Stock"), of Pelthos Therapeutics Inc., a Nevada corporation (the "Issuer"), amends and supplements the Schedule 13D (the "Schedule 13D") originally filed by the Reporting Persons with the Securities and Exchange Commission (the "Commission") on February 26, 2024. The numbers reported herein have been adjusted to reflect the 1-for-10 reverse stock split effected by the Issuer on July 1, 2025. Except as specifically amended below, all other provisions of the Schedule 13D remain in effect. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Schedule 13D.
Item 2.	Identity and Background
(a)	"Item 2. Identity and Background." of the Schedule 13D is being amended and restated by this Amendment No. 1 as follows: This Schedule 13D is being field on behalf of Ezra Friedberg ("Mr. Friedberg"), Balmoral Financial Group LLC ("Balmoral") and Key Recovery Group LLC ("Key" and, collectively with Mr. Friedberg and Balmoral, the "Reporting Persons"). Mr. Friedberg serves as a manager of Balmoral and as a manager of Key.
(b)	The business address of Mr. Friedberg is c/o Pelthos Therapeutics Inc., 4020 Stirrup Creek Drive, Durham, NC 27703. The principal executive office of Balmoral is 106 Old Court Road, Suite 202, Baltimore, MD 21208. The principal executive office of Key is 106 Old Court Road, Suite 202, Baltimore, MD 21208.
(c)	Mr. Friedberg is a director of the Issuer. Balmoral is a limited liability company organized to make investments in entities. Key is a limited liability company organized to make investments in entities.
(d)	None of the Reporting Persons have been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.
(e)	None of the Reporting Persons have been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.
(f)	Mr. Friedberg is a citizen of the United States of America. Balmoral is a limited liability company incorporated in the State of Delaware. Key is a limited liability company organized in the State of Maryland.
Item 3.	Source and Amount of Funds or Other Consideration
	"Item 3: Source and Amount of Funds or Other Consideration" of the Schedule 13D is being amended and restated by this Amendment No. 1 as follows: Mr. Friedberg beneficially owns 250,121 shares of Common Stock, consisting of (i) 186,645 shares of Common Stock which were acquired with personal funds of Mr. Friedberg, Balmoral, and/or Key from time to time, and (ii) 63,476 shares of Common Stock that may be issued on exercise of stock options owned by Mr. Friedberg that were awarded to him in his capacity as a director of the Issuer. Balmoral holds 2,065 shares of Pre-Split Common Stock issued upon conversion of the Bridge Notes upon the consummation of the IPO which were acquired with personal funds of Balmoral from time to time. Consequently, Balmoral is the beneficial owner of 2,065 shares of Common Stock (the "Balmoral Shares"). Balmoral has the power to dispose of and the power to vote the Balmoral Shares beneficially owned by it, which power may be exercised by Mr. Friedberg who, as the manager of Balmoral, has shared power to vote and/or dispose of the Balmoral Shares beneficially owned by Balmoral. Mr. Friedberg does not directly own the Balmoral Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Friedberg may be deemed to beneficially own the Balmoral Shares beneficially owned by Balmoral. On April 16, 2025, the Issuer, CHRO Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Issuer (the "Merger Sub"), and LNHC, entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub agreed to merge with and into LNHC, with LNHC continuing as a wholly-owned subsidiary of the issuer and the surviving corporation of the merger (the "Merger"). On April 16, 2025, in connection with the Merger Agreement, Balmoral, Key and other unrelated investors entered into a Securities Purchase Agreement with LNHC and the Issuer (the "Purchase Agreement"), pursuant to which each of Balmoral and Key purchased 400 shares of Series A Preferred Stock from the Issuer at a purchase price of $400,000 (the "PIPE Financing"). Each of Balmoral and Key obtained the funds for the purchase of the Series A Preferred Stock from its working capital. On July 1, 2025, the Issuer completed the PIPE Financing and the Merger. Each of Balmoral and Key purchased 400 shares of Series A Preferred Stock in the PIPE Financing. The combined company began operating under the name Pelthos Therapeutics Inc. ("Pelthos") on July 1, 2025. Each share of Series A Preferred Stock is convertible into 100 shares of Common Stock (after giving effect to the one-for-ten reverse stock split effected on July 1, 2025). At the closing, each of Balmoral and Key immediately converted 400 shares of Series A Preferred Stock into 40,000 shares of Common Stock.
Item 4.	Purpose of Transaction
	"Item 4: Purpose of Transaction" is not being amended by this Amendment No. 1.
Item 5.	Interest in Securities of the Issuer
(a)	"Item 5: Interest in Securities of the Issuer" is not being amended by this Amendment No. 1.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	"Item 6. Is being amended by this Amendment No. 1 to add the following: Registration Rights Agreement As contemplated by the Purchase Agreement, on July 1, 2025, the Issuer and each of Balmoral, Key and the other investors in the PIPE Financing (the "PIPE Investors") entered into a registration rights agreement (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, among other things, the Issuer agreed to register for resale certain shares of its Common Stock and Series A Preferred Stock held by such investors from time to time, including shares issued in the Merger and in the PIPE Financing. Pursuant to the Registration Rights Agreement, the Issuer will prepare and file a resale registration statement with the SEC on or prior to the later of (i) thirty (30) days following the closing of the PIPE Financing and (ii) fifteen (15) calendar days after the due date of the next periodic report required pursuant to Section 13 of the Exchange Act. The Issuer will use its reasonable best efforts to cause this registration statement to be declared effective by the SEC within 120 calendar days of the closing of the PIPE Financing (or within 150 calendar days if the SEC reviews the registration statement). The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, a copy of which is filed hereto as Exhibit 7 and is incorporated herein by reference. Lock-Up Agreement In connection with the closing of the Merger and the PIPE Financing, the Issuer entered into Lock-Up Agreements with certain of its stockholders, directors and executive officers, including Ligand, pursuant to which such parties have agreed not to, except in limited circumstances, offer, pledge, sell, contract to sell, sell any option to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of the Issuer's Common Stock or Series A Preferred Stock, from the closing of the Merger until December 31, 2025, subject to certain exceptions. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, a copy of which is filed hereto as Exhibit 8 and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	"Item 7: Material to be Filed as Exhibits." Is being amended by this Amendment No. 1 to add the following: Exhibit 3: Agreement and Plan of Merger, dated as of April 16, 2025, by and among Channel Therapeutics Corporation, CHRO Merger Sub Inc., LNHC, Inc. and Ligand Pharmaceuticals Incorporated (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 17, 2025). Exhibit 4: Merger Agreement Waiver, dated as of July 1, 2025, by and among Channel Therapeutics Corporation, CHRO Merger Sub Inc., LNHC, Inc. and Ligand Pharmaceuticals Incorporated (incorporated by reference to Exhibit 2.2 to the Issuer's Current Report on Form 8-K filed with the SEC on July 2, 2025). Exhibit 5: Securities Purchase Agreement, dated as of April 16, 2025, by and among Channel Therapeutics Corporation, LNHC Inc., and each of the investors thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 17, 2025). Exhibit 6: Amendment No. 1 to Securities Purchase Agreement, dated as of July 1, 2025, by and among Channel Therapeutics Corporation, LNHC Inc., and each of the investors thereto (Incorporated by reference to Exhibit 10.6 to the Issuer's Form 8-K, filed with the SEC on July 2, 2025). Exhibit 7: Certificate of Designations of Rights and Preferences of the Series A Convertible Preferred Stock (Incorporated by reference to Exhibit 3.3 to the Issuer's Form 8-K, filed with the SEC on July 2, 2025). Exhibit 8: Registration Rights Agreement, dated July 1, 2025, by and among Channel Therapeutics, Inc. and the investors party thereto (Incorporated by reference to Exhibit 10.9 to the Issuer's Form 8-K, filed with the SEC on July 2, 2025). Exhibit 9: Lock-Up Agreement (Incorporated by reference to Exhibit 10.4 to the Issuer's Form 8-K, filed with the SEC on July 2, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ezra Friedberg

Signature:	/s/ Ezra Friedberg
Name/Title:	Ezra Friedberg
Date:	07/01/2025

Balmoral Financial Group LLC

Signature:	/s/ Ezra Friedberg
Name/Title:	Ezra Friedberg
Date:	07/01/2025

Key Recovery Group LLC

Signature:	/s/ Ezra Friedberg
Name/Title:	Ezra Friedberg, Manager
Date:	07/01/2025

FAQ

How many CHRO shares does Ezra Friedberg now own?

250,121 common shares, representing 8.3 % of Pelthos’s outstanding stock.

What was the effect of Pelthos’s 1-for-10 reverse stock split?

It reduced the share count to 3,034,416 common shares outstanding as of 07/02/25.

How much did Balmoral and Key invest in the July 2025 PIPE financing?

Each entity purchased 400 Series A preferred shares for $400 k, immediately converting into 40,000 common shares.

When can PIPE and insider shares be freely sold?

The lock-up expires 12/31/25; resale is contingent on the registration statement becoming effective within 120–150 days of 07/01/25.

Will the Registration Rights Agreement create dilution for CHRO investors?

No new shares are issued, but it will increase the tradable float once registered, potentially pressuring price.

Why did the company file this Schedule 13D/A?

To update beneficial ownership numbers post-reverse split, merger and preferred-stock conversion.