Pelthos Therapeutics SEC Filings

Pelthos Therapeutics (PTHS): Ligand Pharmaceuticals filed Amendment No. 1 to Schedule 13D reporting the purchase of a $9.0 million senior secured convertible note from Pelthos on November 6, 2025. The note bears 8.5% interest, matures in 24 months, and is convertible at an initial $34.442 per share, subject to adjustments, including an automatic reduction to $29.73 on the later of December 1, 2025 and shareholder approval if then above that level. A 49.9% beneficial ownership cap limits conversions.

Ligand reports beneficial ownership of 1,500,000 common shares and 34,278.681 Series A Preferred (each convertible into 100 common shares), plus the convertible note; common shares outstanding were 3,042,143 as of August 8, 2025. Collateral includes specified revenue interests from Xepi and certain payments tied to ZELSUVMI. Investors receive a 5% royalty on Xepi net sales (Ligand’s share 2.5%). Pelthos agreed to file a resale registration within 60 days and target effectiveness as outlined, and amended Ligand’s lock-up through December 31, 2025 with 25% of shares released immediately.

Pelthos Therapeutics Inc. announced a private financing and product acquisition. The company completed a senior secured convertible note financing for gross proceeds of approximately $18.0 million. The notes bear 8.5% interest, mature on November 6, 2027, and are initially convertible at $34.442 per share, with an automatic reduction to $29.73 on the later of December 1, 2025 and shareholder approval, if then above that level. Beneficial ownership limits cap conversions to 49.9% for Ligand and 4.99% or 9.99% for other investors.

Investors also received a 5.0% royalty on net sales of Xepi and rights to certain Sato-related payments, and the notes are secured by a lien on specified revenue streams. Pelthos entered a registration rights agreement to file a resale registration within 60 days and seek effectiveness by 90 days or two business days after a no-review notice. Separately, Pelthos acquired the Xepi assets from Biofrontera for up to $10.0 million, including $3.0 million cash at closing, $1.0 million upon availability of commercial quantities, and contingent milestones, and signed an exclusive Ferrer/Interquim license and supply agreement for Xepi in the U.S. territory.

Pelthos Therapeutics Inc. (PTHS) furnished an investor presentation under Item 7.01 (Regulation FD) in a Form 8-K. The presentation, dated October 14, 2025, is attached as Exhibit 99.1 and was also made available on the company’s website. The company emphasizes that this information is being furnished, not filed, and therefore is not subject to Section 18 liabilities, nor is it incorporated by reference except as specifically stated.

The presentation includes forward-looking statements disclaimer language under the Private Securities Litigation Reform Act, covering topics such as commercialization progress, clinical development, market opportunities, intellectual property, and strategy execution. The filing reiterates that these statements involve risks and uncertainties and that the company undertakes no obligation to update them except as required by law.

Pelthos Therapeutics filed an 8-K/A to amend its prior Current Report to attach unaudited condensed financial statements of LNHC, Inc. as of June 30, 2025 and 2024 and for the three- and six-month periods ended June 30, 2025 and 2024, plus unaudited pro forma condensed combined financial information for Pelthos for the six months ended June 30, 2025 and year ended December 31, 2024, in connection with the Merger. The amendment also attaches a schedule of material agreements and exhibits, including the Agreement and Plan of Merger, Securities Purchase Agreement, Registration Rights Agreement, various license and manufacturing agreements, and a Transition Services Agreement. The filing discloses beneficial ownership details showing a large holder with approximately 49.0% beneficial ownership and summarizes board composition, committee memberships, executive officers, and identified business risks including regulatory approval, supply-chain and commercialization concentration risks.

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.