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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): October 14, 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
(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
7.01. Regulation FD Disclosure.
On October 14, 2025, Pelthos Therapeutics Inc. (the “Company”) made available a presentation
on its website. A copy of the presentation is attached hereto as Exhibit 99.1. Information contained on the Company’s website is
not incorporated by reference into and should not be considered to be part of this Current Report on Form 8-K.
The information contained
in this Item 7.01, including Exhibit 99.1 attached hereto, which is incorporated into this Item 7.01 by reference, is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by
specific reference in such filing. The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed an
admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy
the requirements of Regulation FD.
Forward-Looking
Statements
Exhibit 99.1 attached hereto contains, and may indicate, forward-looking
statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and as defined in the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements that express the Company’s
intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities,
or future events or conditions, including without limitation, those statements relating to the success of the launch for Zesluvmi, timing,
progress and results of any preclinical and clinical trials, its estimates regarding the potential market opportunity for Zelsuvmi, its
ability to develop its pipeline, its ability to protect its intellectual property and enforce its intellectual property rights, and its
ability to execute its development strategy and sustain its competitive position. Actual future results and trends may differ materially
depending on a variety of factors, including, but not limited to, the Company’s limited operating history, the Company’s
ability to establish its market development capabilities to commercialize its products and generate any revenue, and the Company’s
ability to maintain regulatory approval of Zelsuvmi, which can be identified by terminology such as “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict, “project,” “seek,” “should,” “target,” “will,”
“would” and other similar expressions intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. These statements are not historical facts and are based on current expectations, estimates and projections
about the Company’s business based, in part, on assumptions made by its management. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are difficult to predict, many of which are beyond the Company’s
control. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to
update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by applicable
law.
EXHIBIT
INDEX
| Exhibit Number |
|
Description of Document |
| 99.1 |
|
Company Presentation |
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:
October 14, 2025 |
By: |
/s/
Francis Knuettel II |
|
|
Name:
|
Francis
Knuettel II |
|
|
Title: |
Chief
Financial Officer |