Pelthos Therapeutics (NYSE: PTHS) inks $50M venture loan deal

Rhea-AI Filing Summary

Pelthos Therapeutics Inc. entered into a venture loan and security agreement with Horizon Technology Finance, providing a senior secured term loan facility of up to $50.0 million. The company drew $30.0 million at closing, with up to an additional $20.0 million available upon achieving specified milestones, to support commercialization of ZELSUVMI, launches of Xepi and Xeglyze, and general corporate purposes.

The loans bear interest at the prime rate plus 3.75%, with the prime rate floored at 6.75%, and include an interest-only period through at least February 1, 2029, potentially extended to February 1, 2030 if trailing twelve-month consolidated net revenue reaches $75.0 million. The facility matures on January 31, 2031 and is secured by substantially all borrower assets. As part of the financing, Pelthos issued Horizon warrants to purchase 65,488 common shares at an exercise price of $27.49 per share, exercisable for five years.

Insights

Biopharma capital structure analyst

Pelthos adds up to $50M in secured debt with equity-linked sweetener.

Pelthos Therapeutics arranged a senior secured term loan facility of up to $50.0 million with Horizon Technology Finance, drawing $30.0 million immediately and leaving $20.0 million contingent on milestones. The stated use of proceeds is to fund commercialization of ZELSUVMI and launches of Xepi and Xeglyze, as well as working capital and general corporate needs.

Pricing is floating at the prime rate plus 3.75%, with a prime floor of 6.75%, plus a $300,000 upfront commitment fee, an additional 1.0% commitment fee on the last six term loans, and a final payment equal to 5.0% of aggregate original principal. Structure includes interest-only payments from March 1, 2026 through at least February 1, 2029, or through February 1, 2030 if trailing twelve-month consolidated net revenue reaches $75.0 million, followed by amortization to a January 31, 2031 maturity.

The facility is secured by substantially all borrower assets and includes customary covenants and events of default, with a 4.0% interest rate step-up upon default. As an equity kicker, the lender received warrants for 65,488 common shares at $27.49 per share, exercisable for five years. Future filings and disclosures may provide more detail on how revenue performance interacts with the extended interest-only period.

8-K Event Classification

5 items: 1.01, 2.03, 3.02, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 01/13/2026 - 08:30 AM Learn about SEC filing dates

FAQ

What financing did Pelthos Therapeutics (PTHS) secure in this 8-K?

Pelthos Therapeutics entered into a Venture Loan and Security Agreement with Horizon Technology Finance for a senior secured term loan facility of up to $50.0 million. The facility consists of multiple term loans that together can reach this aggregate principal amount.

How much did Pelthos Therapeutics (PTHS) draw at closing and how will it use the funds?

On the closing date, Pelthos borrowed $30.0 million under the term loan facility. The proceeds are intended to support commercialization of ZELSUVMITM, launch the Xepi and Xeglyze products, and provide working capital and general corporate funding.

What are the key interest and repayment terms of the Pelthos venture loan?

The term loans accrue interest at the prime rate plus 3.75%, with the prime rate floored at 6.75%. Pelthos will make monthly interest-only payments from March 1, 2026 through February 1, 2029, or through February 1, 2030 if trailing twelve-month consolidated net revenue reaches $75.0 million, followed by amortizing payments until the January 31, 2031 maturity.

What fees and prepayment premiums are associated with the Pelthos loan facility?

Pelthos paid a $300,000 commitment fee at closing and will pay an additional commitment fee equal to 1.0% of the principal amount of the last six term loans when funded. Upon full repayment, a final payment equal to 5.0% of the aggregate original principal will be due. Optional prepayments incur a premium of 3.0%, 2.0% or 1.0% depending on timing relative to the interest-only periods.

What warrant coverage did Horizon receive from Pelthos Therapeutics (PTHS)?

In connection with the loan, Pelthos issued warrants to Horizon to purchase up to 65,488 shares of common stock at an exercise price of $27.49 per share. These warrants are exercisable for five years from the closing date.

What covenants and default provisions are included in the Pelthos loan agreement?

The loan agreement includes customary affirmative and negative covenants limiting actions such as asset sales, certain licensing arrangements, mergers, additional debt, liens, dividends, investments, acquisitions, and affiliate transactions, subject to exceptions. Events of default include payment failures, material misrepresentations, covenant breaches, specified cross defaults, bankruptcy or insolvency events, judgment defaults, and certain events that could reasonably be expected to have a material adverse effect, which can trigger acceleration, termination of commitments and a 4.0% interest rate increase.

How were the Pelthos warrants issued treated under securities laws?

The warrants and the shares of common stock issuable upon exercise were offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.

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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): January 12, 2026

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

(Former name or former address, if changed since last report.)

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 January 12, 2026 (the “Closing Date”), Pelthos Therapeutics Inc., a Nevada corporation (the “Company”), LNHC, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“LNHC”) and Channel Pharmaceutical Corporation, a Nevada corporation and a wholly subsidiary of the Company (“Channel”), as co-borrowers (together with the Company, the “Borrowers”), entered into a Venture Loan and Security Agreement (the “Loan Agreement”) by and among the Borrowers and Horizon Technology Finance Corporation, a Delaware corporation, as lender and collateral agent (the “Lender”). The Loan Agreement provides for a senior secured term loan facility in an aggregate principal amount of up to $50.0 million (collectively, the “Term Loans”). The proceeds of the Term Loans will be used to support the commercialization of the Company’s existing commercialized pharmaceutical product – ZELSUVMI^TM, to launch two other recently-acquired products – Xepi^® and Xeglyze^® – and for working capital and general corporate purposes. The Borrowers borrowed $30.0 million of Term Loans on the Closing Date. The remaining $20.0 million of Terms Loans may be borrowed under the Loan Agreement upon the achievement by the Company of certain milestones set forth in the Loan Agreement.

Borrowings under the Loan Agreement accrue interest at a rate equal to the prime rate plus 3.75% with the prime rate having a floor of 6.75%. The Term Loans are repayable in monthly interest-only payments from March 1, 2026 until February 1, 2029 (the “Interest-Only Payment Period”). After the expiration of the Interest-Only Payment Period, beginning on March 1, 2029, the Term Loans will be repayable in 24 equal monthly payments of principal and accrued interest until maturity. Alternatively, if the Borrowers achieve a trailing twelve-month consolidated net revenue of at least $75.0 million, the Term Loans will be repayable in monthly interest-only payments from March 1, 2026 until February 1, 2030 (the “Extended Interest-Only Payment Period”). After the expiration of the Extended Interest-Only Payment Period, the Term Loans will be repayable in 12 equal monthly payments of principal and accrued interest until maturity. The Term Loans will mature on January 31, 2031 (the “Maturity Date”).

The Borrowers paid a commitment fee in the amount of $300,000 on the Closing Date. The Borrowers will pay an additional commitment fee in the amount of 1.0% of the principal amount of the last six Term Loans concurrently with the funding of those six Term Loans. Upon the payment in full of the Term Loans, the Borrowers will pay to the Lender a final payment in the amount of five percent (5.0%) of the aggregate original principal amount of the Term Loans made under the Loan Agreement.

At the Borrowers’ option, the Borrowers may prepay all of the outstanding Term Loans, subject to a prepayment premium equal to (a) 3.0% of the Term Loans being prepaid if the prepayment is made during the Interest-Only Period or Extended Interest-Only Period, as applicable; (b) 2.0% of the Term Loans being prepaid if the prepayment occurs within twelve (12) months after the Interest-Only Period or Extended Interest-Only Period, as applicable; and (c) 1.0% of the Term Loans being prepaid if the prepayment occurs any time thereafter.

The Borrowers’ obligations under the Loan Agreement are secured by substantially all of the Borrowers’ assets, including intellectual property, subject to certain customary exceptions.

In connection with the Loan Agreement, the Company issued to the Lender warrants to purchase up to 65,488 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) at an exercise price of $27.49 per share (the “Warrants”). The Warrants are exercisable for five years from the Closing Date.

The Loan Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Borrowers and their subsidiaries to, among other things, dispose of assets, enter into certain licensing arrangements, effect certain mergers, incur debt, grant liens, pay dividends and distributions on their capital stock, make investments and acquisitions, and enter into transactions with affiliates, in each case subject to customary exceptions for a loan facility of this size and type. The Loan Agreement also includes customary events of default, including, among others, payment defaults, material misrepresentations, breaches of covenants following any applicable cure period, cross defaults with certain other indebtedness, bankruptcy and insolvency events, judgment defaults and the occurrence of certain events that could reasonably be expected to have a “material adverse effect.” The occurrence of an event of default could result in the acceleration of the Borrowers’ obligations under the Loan Agreement, the termination of the Lenders’ commitments, a 4.0% increase in the applicable rate of interest and the exercise by Lender of other rights and remedies provided for under the Loan Agreement.

The foregoing descriptions of the Loan Agreement and the Warrants are not complete and are subject to and qualified in their entirety by reference to the Loan Agreement and the Form of Warrant, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The information set forth in Item 1.01 above regarding the Warrants issued to the Lender and the exercise of the Warrants into shares of the Company’s Common Stock is incorporated into this Item 3.02 by reference. The Warrants and the shares of Common Stock issuable upon exercise of the Warrants were offered and sold in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.

Item 7.01. Regulation FD Disclosure.

On January 13, 2026, the Company issued a press release announcing the closing of the Loan 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.

The exhibits listed in the following Exhibit Index are filed as part of this report:

Exhibit No.		Description
4.1		Form of Warrant issued pursuant to Venture Loan and Security Agreement dated as of January 12, 2026, by and among Pelthos Therapeutics Inc., LNHC, Inc., Channel Therapeutics Corporation and Horizon Technology Finance Corporation
10.1*		Venture Loan and Security Agreement, dated as of January 12, 2026, by and among Pelthos Therapeutics Inc., LNHC, Inc., Channel Therapeutics Corporation and Horizon Technology Finance Corporation.
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, thereunto duly authorized.

	Pelthos Therapeutics Inc.
Date: January 13, 2026	By:	/s/ Francis Knuettel II
		Name:	Francis Knuettel II
		Title:	Chief Financial Officer