Pelthos Therapeutics SEC Filings

Pelthos Therapeutics Inc. entered into an Asset Purchase Agreement with Hatchtech Pty Ltd under which Pelthos bought all rights to the Xeglyze Product, a head lice treatment using Abametapir, and related intellectual property, regulatory materials, and tangible assets. The aggregate purchase price is $1,800,000, consisting of a $450,000 down payment made on November 20, 2025 and a $1,350,000 cash payment made on December 23, 2025. Pelthos obtained contractual rights to claw back up to 100% of the purchase price for certain seller defaults and if closing had not occurred by December 29, 2025. The transaction was consummated on the agreed closing date, and Pelthos plans to issue a press release announcing the closing.

Pelthos Therapeutics Inc. reported an equity compensation grant to director Andrew J. Einhorn. On December 23, 2025, he was awarded 12,000 Restricted Stock Units (RSUs) of Pelthos common stock under the company’s 2023 Equity Incentive Plan, as amended and restated effective April 16, 2025. Each RSU represents a contingent right to receive one share of common stock with a par value of $0.0001 per share. The RSUs are scheduled to vest on January 1, 2027, meaning the shares will be delivered only if the vesting conditions tied to board service are satisfied.

Pelthos Therapeutics Inc. insider reporting shows that director Andrew J. Einhorn filed an initial ownership statement for the company’s stock. The filing is dated for an event on 12/23/2025 and confirms his status as a director of Pelthos Therapeutics Inc. (ticker PTHS).

In this Form 3, Einhorn reports that he has no securities beneficially owned in Pelthos Therapeutics Inc. as of the event date. The filing is made by a single reporting person and indicates that there are no non-derivative or derivative equity holdings currently attributed to him.

Pelthos Therapeutics Inc. expanded its Board of Directors from seven to eight members and appointed Andrew J. Einhorn as a new independent director. Einhorn, an experienced biotech and pharmaceutical finance executive, will serve until the company’s 2026 annual meeting of shareholders. Effective December 23, 2025, he joined the Audit Committee and the Compensation Committee. For his board service, he will receive standard non-employee director compensation and an equity grant of 12,000 restricted stock units, each representing one share of common stock, which will vest on January 1, 2027. The company also entered into a standard indemnification agreement with him and issued a press release announcing his appointment.

Pelthos Therapeutics Inc. reported insider activity involving a senior secured convertible note held by a 10% owner and director-by-deputization. On November 6, 2025, Pelthos issued a $9,000,000 senior secured convertible note to the reporting person, initially convertible into common stock at $34.442 per share, with a 49.9% beneficial ownership limitation.

At the December 17, 2025 annual shareholder meeting, shareholders approved waiving NYSE American rules limiting the number of shares issuable in this private placement. As a result, the conversion price of the note was reduced from $34.442 per share to $29.73 per share, which the Form 4 reports as the cancellation of the original note and acquisition of a new note. The derivative securities table shows 261,309 and 302,724 shares of common stock underlying the note at the two conversion prices.

Pelthos Therapeutics Inc. reported the results of its 2025 Annual Meeting of Stockholders held on December 17, 2025. As of the November 24, 2025 record date, 3,086,681 common shares were outstanding and entitled to vote, and holders representing 2,528,857 votes were present, constituting a quorum.

Stockholders elected seven directors to serve until the 2026 annual meeting, approved waiving the NYSE American limit on the number of common shares that may be issued to holders of the company’s senior secured convertible notes, and ratified CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Pelthos Therapeutics Inc. director Matthew Pauls reported equity transactions in a Form 4. On July 2, 2025 and October 2, 2025, restricted stock units (RSUs) previously granted to him vested and were converted into 8,493 and 2,123 shares of common stock, respectively, at a price of $0 per share, reflecting the nature of RSU settlements. These vestings are part of a 25,478-RSU grant made on July 2, 2025, with one-third vesting immediately and the rest quarterly over two years.

On December 10, 2025, he made a gift of 9,542 shares of common stock to the GP 2024 Trust for no consideration, reducing his directly held common stock to 1,074 shares. Pauls states he is not a trustee, does not control voting or investment decisions for the trust, and disclaims beneficial ownership of those gifted shares except for any pecuniary interest. After these transactions, he also reports continued holdings of unvested or outstanding RSUs.

Pelthos Therapeutics Inc. director reports stock sales through entities

Director Ezra M. Friedberg reported several open market sales of Pelthos Therapeutics Inc. (PTHS) common stock on 11/25/2025. Through Balmoral Financial Group LLC, he reported multiple sale transactions of common stock at prices ranging from $28.00 to $28.50 per share, including individual trades of 5,999 shares at $28.00, 2,000 shares at $28.135, 1 share at $28.50, and 2,000 shares at $28.005.

Following these transactions, the filing shows 30,000 shares of common stock beneficially owned indirectly through Balmoral Financial Group LLC, 40,000 shares indirectly through Key Recovery Group LLC, and 54,573 shares held directly. The filing notes that Mr. Friedberg is the manager of both Balmoral and Key and may be deemed to beneficially own the shares they hold, while he disclaims beneficial ownership except to the extent of his pecuniary interest.

Pelthos Therapeutics Inc. (PTHS) has called a virtual 2025 annual shareholder meeting for December 17, 2025. Shareholders will vote to elect seven directors, approve or reject a waiver of the NYSE American 20% “Exchange Cap” tied to issuances under the company’s senior secured convertible notes, and ratify the appointment of CBIZ CPAs P.C. as independent auditors for 2025.

As of the November 24, 2025 record date, Pelthos had 3,086,681 shares of common stock outstanding. Large shareholders include Ligand Pharmaceuticals and 3i LP, each subject to ownership limits on converting preferred stock. The proxy also describes a significantly expanded 2023 equity incentive plan authorizing up to 2,400,000 shares for employee, director, and consultant awards, and outlines new post‑merger employment and equity packages for key executives.