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Pelthos Therapeutics Inc. files a shelf registration (Form S-3) registering shares to facilitate a private placement resale and other offerings while disclosing material risks and corporate arrangements. The company reports a going concern qualification from its auditors and notes it has incurred significant losses since inception. Commercial success depends heavily on ZELSUVMI, approved by the FDA in January 2024 and recently launched in the U.S., and on establishing effective sales, marketing and manufacturing capabilities. The prospectus details supply chain and manufacturing risks, limited experience producing commercial-scale product using the NITRICIL technology and API berdazimer sodium, intellectual property and litigation risks, regulatory and reimbursement uncertainties, and potential post-approval regulatory actions. The filing discloses equity instruments: 1,557,074 options, 515,520 RSUs, 5,500 warrants, and 327,406 reserved shares. The selling stockholder table identifies multiple PIPE participants and ownership assumptions used for percentage calculations.
Pelthos Therapeutics Inc. received an Amendment to a Schedule 13G filed by AME Equities LLC and Ruth Friedman reporting that each Reporting Person no longer beneficially owns any shares of the issuer's common stock. The cover-page information and Item 4 are updated to show an aggregate beneficial ownership of 0 shares, representing 0% of the class, and the Amendment is described in the filing as an exit filing.
The filing clarifies that Ms. Friedman is the manager of AME and, by prior rule definitions, could be deemed to have shared voting and dispositive power with respect to any shares owned by AME, but the updated statement shows no sole or shared voting or dispositive power for either Reporting Person.
Pelthos Therapeutics Inc. reported a net loss of $3.45 million for the quarter and $5.42 million for the six months ended June 30, 2025, driven by operating expenses including professional fees of $1.61 million and general and administrative costs of $1.11 million in the quarter. Research and development expense for the quarter was $514,814. Net loss per share was $(5.38) for the quarter and $(8.64) for six months on a weighted average share base of 626,736 for the six-month period.
Balance sheet and liquidity pressures are prominent: cash totaled $59,172 and the company reported a working capital deficit of about $6.5 million as of June 30, 2025. Management disclosed substantial doubt about the company’s ability to continue as a going concern. Subsequent to the reporting period, the company completed a Merger and a PIPE financing that generated approximately $50.1 million in Series A Preferred Stock proceeds and effected a 10-for-1 reverse stock split and name change to Pelthos Therapeutics Inc., and also entered into royalty sale agreements related to ZELSUVMI and other products. These transactions materially change the company’s capital structure, ownership mix, and future revenue rights.
Pelthos Therapeutics (PTHS) filed a Form 4 for CEO, President and Director Scott M. Plesha covering equity awards dated 07/02/2025. The filing reports two grants: (1) 83,678 restricted stock units and (2) stock options for 255,000 common shares, both carrying a $13.50 exercise price.
Vesting schedule: one-third of each grant vests on 07/02/2026; the remaining two-thirds vest in equal quarterly installments over the following two years, fully vesting by mid-2028. All securities are held directly.
Following the awards, Plesha beneficially owns 83,678 RSUs and 255,000 options—together representing up to 338,678 additional common shares upon full vesting and exercise. The grants align executive incentives with shareholder value but, if exercised, would incrementally increase the company’s fully diluted share count.
PTHS Form 4 highlights: On 07/02/2025 Pelthos Therapeutics granted Chief Commercial Officer Sai Rangarao two equity awards.
- Restricted Stock Units: 30,518 RSUs at an exercise price of $13.50. One-third vests 07/02/2026; the balance vests quarterly over the following two years.
- Stock Options: 93,000 options, also at $13.50, with the same vesting schedule and a 07/02/2035 expiration.
No shares were sold; post-grant beneficial ownership equals the 30,518 RSUs and 93,000 options disclosed. The awards represent potential issuance of 123,518 common shares, introducing modest dilution but aligning the C-suite’s incentives with shareholder value creation. Investors may wish to track cumulative equity grants and future Form 4 filings to gauge insider sentiment and dilution trajectory.
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