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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 23, 2025
Pelthos
Therapeutics Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41964 |
|
86-3335449 |
(State or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
4020
Stirrup Creek Drive, Suite 110
Durham,
NC |
|
27703 |
| (Address
of registrant’s principal executive office) |
|
(Zip
code) |
Registrant’s
telephone number, including area code: (919) 908-2400
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
PTHS |
|
The
NYSE American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
December 23, 2025, Pelthos Therapeutics Inc., a Nevada corporation (the “Company”) entered into an Asset
Purchase Agreement (the “Asset Purchase Agreement”) with Hatchtech Pty Ltd ACN 098 559 409, an Australian
corporation (“Hatchtech”), pursuant to which Hatchtech sold all of its right, title and interest in (i)
the product developed by Hatchtech with Abametapir as its sole active ingredient for the treatment of head lice infestation
in humans (the “Xeglyze Product”), (ii) all intangible assets of Hatchtech including intellectual property
of Hatchtech relating to the Xeglyze Product, including, without limitation (A) certain patent and patent applications,
together with all issuances, divisions, continuations, continuations-in-part, reissues, extensions, reexaminations, and
renewals and (B) certain trademarks, service marks, trade names and registered user names, including registrations and
applications for registration thereof, together with all goodwill associated therewith; (iii) certain copyright registrations
and applications; (iv) all Product Know-How (as defined in the Asset Purchase Agreement); (v) all books, records, manuals, Regulatory Materials (as defined in the Asset
Purchase Agreement), and other materials; (vi) all governmental licenses, permits, approvals, license applications, license
amendment applications and products registrations concerning the Xeglyze Product; and (vii) all inventory, finished goods,
work-in-process, raw materials, components, packaging, supplies, equipment, machinery, tooling, computers, hardware,
furniture, fixtures, and other tangible personal property and tangible materials owned by Seller and used or held for use
exclusively or primarily in connection with the Xeglyze Product (collectively, the “Acquired
Assets”).
In
connection with the transactions contemplated by the Asset Purchase Agreement, the Company previously entered into a Down Payment
Agreement with Hatchtech on November 20, 2025 (the “Down Payment Agreement”), pursuant to which the Company
paid a $450,000 deposit to Hatchtech (the “Down Payment”).
The
aggregate purchase price payable by the Company to Hatchtech for the Acquired Assets is $1,800,000 (the “Purchase Price”)
and consists of (i) the Down Payment of $450,000 paid by the Company to Hatchtech on November 20, 2025 and (ii) a cash payment
of $1,350,000 paid by the Company to Hatchtech on December 23, 2025.
Pursuant
to the terms of the Asset Purchase Agreement, the Company has the right to claw back up to a maximum amount of 100% of the Purchase
Price for certain defaults of Hatchtech under the Asset Purchase Agreement. Additionally, the Company has the right to claw back
100% of the Purchase Price in the event the closing of the transactions contemplated by the Asset Purchase Agreement did not occur
on or prior to December 29, 2025 (the “Closing Date”).
The
transactions contemplated by the Asset Purchase Agreement were consummated on the Closing Date.
The
foregoing descriptions of the Down Payment Agreement and Asset Purchase Agreement are not complete and are subject to and qualified
in their entirety by reference to the Asset Purchase Agreement and the Down Payment Agreement, copies of which are filed as Exhibits
10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein, with confidential portions
redacted, as applicable.
Item
8.01. Other Events.
On
January 5, 2026, the Company will issue a press release announcing the closing of the transactions contemplated by the Asset Purchase
Agreement. The press release contains statements intended as “forward-looking statements” which are subject to the
cautionary statements about forward-looking statements set forth therein. The press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the
press release is not incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
Description |
| |
|
| 10.1* |
Asset Purchase Agreement, dated as of December 23, 2025, by and between Pelthos Therapeutics Inc., as Purchaser, and Hatchtech Pty Ltd ACN 098 559 409, as Seller. |
| |
|
| 10.2 |
Down Payment Agreement for Xeglyze Assets Purchase, dated as of November 20, 2025, by and between Hatchtech Pty Ltd, as Seller and Pelthos Therapeutics Inc. as Buyer. |
| |
|
| 99.1 |
Press Release. |
| |
|
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| |
|
| * |
Exhibits
and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish
supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however,
that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act, for any exhibits or
schedules so furnished. |
| |
|
| |
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Date: January 2, 2026 |
Pelthos Therapeutics Inc. |
| |
|
|
| |
By: |
/s/
Francis Knuettel II |
| |
|
Name: |
Francis
Knuettel II |
| |
|
Title: |
Chief
Financial Officer |
