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Pelthos stockholders approve 2026 stock incentive plan

Pelthos Therapeutics Inc. (PTHS) stockholders approved the 2026 Equity Incentive Plan at the September 29, 2026 annual meeting, replacing the 2023 Equity Incentive Plan, as amended and restated.

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Pelthos Therapeutics Inc. (PTHS) stockholders approved the 2026 Equity Incentive Plan at the September 29, 2026 annual meeting, replacing the 2023 Equity Incentive Plan, as amended and restated. The new plan became effective immediately upon stockholder approval.

Stockholders also elected eight director nominees to serve until the 2027 annual meeting or until their successors are elected and qualified, or their earlier resignation or removal. A total of 3,396,094 votes, representing 70.0% of eligible voting power, were present. The plan received 2,698,543 votes for, 187,365 against, 13 abstentions and 510,173 broker non-votes.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Votes present 3,396,094 votes PTHS annual meeting on September 29, 2026
Voting power represented 70.0% At the September 29, 2026 annual meeting
Votes for 2026 Equity Incentive Plan 2,698,543 votes Stockholder vote at the September 29, 2026 annual meeting
Votes against 2026 Equity Incentive Plan 187,365 votes Stockholder vote at the September 29, 2026 annual meeting
Abstentions on 2026 Equity Incentive Plan 13 votes Stockholder vote at the September 29, 2026 annual meeting
Common Stock issued and outstanding 3,828,469 shares As of August 4, 2026
Series A Preferred Stock issued and outstanding 52,128 shares As of August 4, 2026
Equity Incentive Plan financial
"2026 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
as converted technical
"on an “as converted” basis"
quorum regulatory
"which number constituted a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Broker Non-Votes regulatory
"510,173 Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

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How did PTHS stockholders vote on the 2026 Equity Incentive Plan?
PTHS stockholders approved the plan with 2,698,543 votes for, 187,365 against and 13 abstentions. There were also 510,173 broker non-votes. The plan became effective immediately upon stockholder approval and replaced the 2023 Equity Incentive Plan, as amended and restated.

How many votes were represented at PTHS’s 2026 annual meeting?
3,396,094 votes, representing 70.0% of the voting power of all issued and outstanding shares entitled to vote as of the August 4, 2026 record date, were present in person or by proxy. That number constituted a quorum.

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false000191924600019192462026-09-292026-09-29

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): September 29, 2026
PELTHOS THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
Nevada001-4196486-3335449
(State or other jurisdiction
 of incorporation)		(Commission File Number)(IRS Employer
 Identification No.)
4020 Stirrup Creek Drive, Suite 110
Durham, NC
27703
(Address of principal executive offices)(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):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per sharePTHSThe 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 x
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. o


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on September 29, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Pelthos Therapeutics Inc. (the “Company”), the Company’s stockholders approved the Pelthos Therapeutics Inc. 2026 Equity Incentive Plan (the “2026 Plan”), which replaces the Pelthos Therapeutics Inc. 2023 Equity Incentive Plan, as amended and restated. The 2026 Plan was previously approved, subject to stockholder approval, by the Company’s Board of Directors. The 2026 Plan became effective immediately upon stockholder approval at the Annual Meeting.
A summary of the material terms of the 2026 Plan is set forth under the caption “Approval of the 2026 Equity Incentive Plan — Summary of the 2026 Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on August 18, 2026 (the “Proxy Statement”). Such description is incorporated herein by reference and is qualified in its entirety by reference to the 2026 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 29, 2026, the Company held its 2026 Annual Meeting. Set forth below are the three proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal, as certified by the inspector of elections for the Annual Meeting. These proposals are described in further detail in the Proxy Statement.
As of the close of business on August 4, 2026 (the “Record Date”), 3,828,469 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and 52,128 shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”) were issued and outstanding. Each stockholder as of the Record Date was entitled to one vote per share of Common Stock and one vote per share of Common Stock underlying the Series A Preferred Stock on an “as converted” basis. The Common Stock and Series A Preferred Stock voted together as a single class.
Stockholders holding an aggregate of 3,396,094 votes, or 70.0% of the voting power of all issued and outstanding shares entitled to vote at the Annual Meeting as of the Record Date, were present at the Annual Meeting, in person or represented by proxy, which number constituted a quorum.
Proposal 1 - The eight (8) nominees named in the Proxy Statement were elected to serve as the Company’s directors until the Company’s 2027 Annual Meeting of Stockholders, or until each of their respective successors are elected and qualified or until their earlier resignation or removal. The results of stockholders’ votes on this matter were as follows:
Nominee ForWithheldBroker Non-Votes
Peter Greenleaf
 2,866,34419,577510,173
Richard Baxter 2,882,3763,545510,173
Todd Davis 2,878,8897,032510,173
Andrew Einhorn2,885,576345510,173
Ezra Friedberg
 2,884,2261,695510,173
Dr. Richard Malamut
 2,883,7832,138510,173
Matthew Pauls
2,775,221110,700510,173
Scott Plesha2,885,576345510,173
Proposal 2 - The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the Company’s stockholders. The results of stockholders’ votes on this matter were as follows:
For AgainstAbstain
3,394,740 11,353


Proposal 3 - The Pelthos Therapeutics Inc. 2026 Equity Incentive Plan was approved by the Company’s stockholders. The results of stockholders’ votes on this matter were as follows:
For AgainstAbstainBroker Non-Votes
2,698,543 187,36513510,173
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits:
Exhibit No.Description
10.1
Pelthos Therapeutics Inc. 2026 Equity Incentive Plan
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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: October 1, 2026Pelthos Therapeutics Inc.
By:/s/ John M. Gay
Name:John M. Gay
Title:Chief Financial Officer, Treasurer and Secretary

Source: View Original Filing on SEC EDGAR

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