New CFO for Pelthos Therapeutics (NYSE: PTHS) as John Gay succeeds Knuettel
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Pelthos Therapeutics Inc. has appointed John M. Gay as Chief Financial Officer, treasurer and secretary, effective April 10, 2026, succeeding Francis Knuettel II. Gay previously served as Senior Vice President, Finance & Accounting and brings more than 25 years of public company finance and accounting experience.
Under a new employment agreement, Gay will receive a base salary of $425,000 and be eligible for an annual bonus targeted at 40% of base salary, tied to goals set by the company and board. The company expects to enter into a separation agreement with Knuettel under his existing contract, and states his termination did not result from any disagreement on operations, policies or practices. A press release announcing the transition was furnished as an exhibit.
Positive
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Negative
- None.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
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 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.
Key Figures
CFO base salary: $425,000 per year
Target annual bonus: 40% of base salary
CFO effective date: April 10, 2026
+2 more
5 metrics
CFO base salary
$425,000 per year
Annual base salary for John M. Gay under Employment Agreement effective April 10, 2026
Target annual bonus
40% of base salary
Annual bonus target for John M. Gay, contingent on meeting annual goals
CFO effective date
April 10, 2026
Effective date of John M. Gay’s appointment as Chief Financial Officer, treasurer and secretary
Board appointment date
April 6, 2026
Date the Board appointed John M. Gay as CFO, subject to April 10 effectiveness
CFO age
49 years
Age of John M. Gay at time of appointment as Chief Financial Officer
Key Terms
Chief Financial Officer, Employment Agreement, Annual Bonus, Regulation FD Disclosure, +1 more
5 terms
Chief Financial Officer financial
"the Board appointed John M. Gay, age 49, to serve as Chief Financial Officer of the Company"
A Chief Financial Officer (CFO) is the person in charge of a company's money and financial planning. They decide how to spend, save, and invest funds to help the company grow and stay stable. Their role is important because good financial decisions keep the company healthy and successful.
Employment Agreement financial
"the Company has entered into an employment agreement with Mr. Gay, effective April 10, 2026"
Annual Bonus financial
"eligible to receive an annual bonus (the “Annual Bonus”), which will be paid no later than 75 days"
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure. On April 10, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
forward-looking statements regulatory
"contains, and may indicate, forward-looking statements within the meaning of Section 27A of the Securities Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): April 10, 2026
(Exact name of registrant as specified in its charter)
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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)) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
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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.
On April 6, 2026, the Board of Directors (the “Board”) of Pelthos Therapeutics Inc. (the “Company”) appointed John M. Gay, age 49, to serve as Chief Financial Officer of the Company, effective April 10, 2026. Also on April 10, 2026, the Board appointed Mr. Gay to serve as the Company’s treasurer and secretary, effective April 10, 2026.
Prior to joining the Company in July 2025 as Senior Vice President, Finance & Accounting, Mr. Gay served as Chief Financial Officer of LNHC, Inc. (then, a wholly owned subsidiary of Ligand Pharmaceuticals, Inc.), after the acquisition of ZELSUVMI™ in September 2023. Prior to joining LNHC, Mr. Gay served as Chief Financial Officer and Secretary for Novan, Inc. from September 2020 to September 2023, Vice President of Finance and Corporate Controller from January 2019 to September 2020, and Senior Director of Finance and Corporate Controller from May 2018 to January 2019. Previously, Mr. Gay served as Director of Finance for Valassis Digital from January 2018 to April 2018 and Director of SEC Reporting for MaxPoint Interactive, Inc., which was acquired by Valassis Digital, from May 2014 to April 2018. From June 2010 to May 2014, Mr. Gay held the Corporate Controller position at Furiex Pharmaceuticals, Inc. Prior to June 2010, Mr. Gay served in roles of increasing responsibility at two registered public accounting firms – Deloitte from July 2002 to May 2010 and Arthur Andersen from September 2000 to June 2002. Mr. Gay is a North Carolina certified public accountant and holds Bachelor’s degrees in Economics and History and a Master’s in Accounting degree from the University of North Carolina at Chapel Hill.
Mr. Gay has advised the Company that he has no arrangements or understandings with any other person pursuant to which he was appointed as an executive officer. Mr. Gay does not have any family relationship with any director or executive officer of the Company. There are no related‑party transactions involving Mr. Gay that would be required to be disclosed pursuant to Item 404(a) of Regulation S‑K.
In connection with Mr. Gay’s appointment, the Company has entered into an employment agreement with Mr. Gay, effective April 10, 2026 (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Gay will receive an annual base salary of $425,000 and will be eligible to receive an annual bonus (the “Annual Bonus”), which will be paid no later than 75 days following the end of the fiscal year in which the Annual Bonus was earned. The Annual Bonus will have a target of 40% of Mr. Gay’s base salary and is contingent upon Mr. Gay’s meeting certain annual goals set by the Company and the Board.
The Employment Agreement contains standard terms relating to termination of employment for cause, good reason, as well as standard provisions relating to Mr. Gay’s rights to receive unpaid salary through the date of termination and accrued but unused vacation time in accordance with Company policy and all other payment and benefits to which Mr. Gay shall be entitled to under the terms of the Employment Agreement.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8‑K and is incorporated herein by reference.
Also on April 6, 2026, prior to the Board’s election of Mr. Gay as Chief Financial Officer, the Board terminated Francis Knuettel II from his position as Chief Financial Officer of the Company, effective April 10, 2026. The Board transitioned Mr. Knuettel’s roles as the Company’s treasurer and secretary to Mr. Gay on April 10, 2026. Mr. Knuettel’s termination was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with Mr. Knuettel’s termination, the Company expects to enter into a separation agreement with Mr. Knuettel pursuant to his existing employment agreement. The material terms of any such separation agreement will be disclosed in a future filing, if and to the extent required.
Item 7.01. Regulation FD Disclosure.
On April 10, 2026, the Company issued a press release announcing the appointment of Mr. Gay as the Company’s Chief Financial Officer, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in such exhibit shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
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 its products and product candidates, timing, progress and results of any preclinical and clinical trials, its estimates regarding the potential market opportunity for its products and product candidates, its ability to develop its pipeline, its ability to protect its intellectual property and enforce its intellectual property rights, its ability to procure new customers and partners, 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, its ability to establish its market development capabilities to commercialize its products and generate any revenue, its ability to secure and execute financing transactions, and its ability to maintain regulatory approval of certain of its products, 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.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits: | |||||||
| Exhibit No. | Description | |||||||
| 10.1 | Employment Agreement between Pelthos Therapeutics Inc. and John M. Gay dated April 10, 2026 | |||||||
| 99.1 | Press Release dated April 10, 2026 | |||||||
| 104 | Cover 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: April 10, 2026 | Pelthos Therapeutics Inc. | ||||||||||
| By: | /s/ Scott Plesha | ||||||||||
| Name: | Scott Plesha | ||||||||||
| Title: | Chief Executive Officer and President | ||||||||||
Exhibit 99.1
Pelthos Therapeutics Announces CFO Transition
Senior Vice President, Finance & Accounting John M. Gay named Chief Financial Officer
DURHAM, N.C., April 10, 2026 — Pelthos Therapeutics Inc. (NYSE American: PTHS), a biopharmaceutical company committed to commercializing innovative therapeutic products for unmet patient needs (“Pelthos”), today announced John M. Gay has been appointed Chief Financial Officer effective April 10, 2026. Mr. Gay succeeds Francis Knuettel II, who served as Pelthos’ Chief Financial Officer since July 2025.
“John played a key role in helping us establish and launch Pelthos. He is an experienced financial leader, and we are excited to have him step into this new role as we continue our strong commercial momentum and enter the next phase of the company's growth,” said Scott Plesha, CEO of Pelthos. “We also want to thank Frank for his dedication and contributions following our merger with Channel Therapeutics Corporation and during our two recent significant capital raises.”
Mr. Gay has served as Senior Vice President, Finance & Accounting at Pelthos since 2025. He has more than 25 years of public company finance and accounting experience. Prior to joining Pelthos, he served as Chief Financial Officer of LNHC, Inc. (then, a wholly owned subsidiary of Ligand Pharmaceuticals, Inc.) and in senior finance roles at several publicly traded companies, including Furiex Pharmaceuticals, which was ultimately acquired by Forest Laboratories. He previously held roles at Deloitte and Arthur Andersen.
About Pelthos Therapeutics
Pelthos Therapeutics is a commercial-stage biopharmaceutical company focused on building and advancing a portfolio of differentiated cutaneous infectious disease products that address unmet patient needs. ZELSUVMI™ (berdazimer) topical gel, 10.3%, the company’s lead product, is the first and only prescription therapy approved for use at home by patients, parents, and caregivers to treat Molluscum contagiosum. The company’s portfolio of assets includes Xepi® (ozenoxacin) Cream, 1%, a topical treatment for impetigo, and Xeglyze® (abametapir), a topical treatment for head lice. More information is available at www.pelthos.com. Follow Pelthos on LinkedIn and X.
Forward-Looking Statements
This press release contains forward-looking statements, as defined in Section 21E of the Securities Exchange Act of 1934, regarding Pelthos’ current expectations. All statements, other than statements of historical fact, could be deemed to be forward-looking statements. In some instances, words such as “continues,” “plans,” “believes,” “expects,” “anticipates,” and “will,” and similar expressions, are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our good faith beliefs (or those of the indicated third parties) and speak only as of the date hereof. These forward-looking statements include, without limitation, references to our continued growth and future opportunities, strategy and plans in the market. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ materially from those set forth in such forward-looking statements include, but are not limited to, risks and uncertainties related to expectations as to the Company’s future performance; successful product developments and approvals; and changes in general economic conditions. These and other risks and uncertainties are described more fully in our filings with the U.S. Securities and Exchange Commission. The information in this press release is provided only as of the date of this press release, and we undertake
no obligation to update any forward-looking statements contained in this press release based on new information, future events, or otherwise, except as required by law.
Contacts
Investors:
LifeSci Advisors, LLC
Mike Moyer, Managing Director
mmoyer@lifesciadvisors.com
Media:
KWM Communications
Kellie Walsh
pelthos@kwmcommunications.com
(914) 315-6072
FAQ
What executive leadership change did Pelthos Therapeutics (PTHS) announce?
Pelthos Therapeutics appointed John M. Gay as Chief Financial Officer, treasurer and secretary effective April 10, 2026. He replaces Francis Knuettel II, whose departure was stated not to result from any disagreement over the company’s operations, policies, or practices, indicating a planned leadership transition.
What are the key compensation terms for Pelthos Therapeutics’ new CFO?
Under his employment agreement, John M. Gay will receive a $425,000 annual base salary and be eligible for an annual bonus targeted at 40% of base salary. The bonus is contingent on meeting annual goals set by Pelthos Therapeutics and its board of directors each fiscal year.
What is John M. Gay’s background before becoming Pelthos Therapeutics’ CFO?
John M. Gay joined Pelthos in 2025 as Senior Vice President, Finance & Accounting. He previously served as CFO of LNHC, Inc., CFO and Secretary of Novan, Inc., and held senior finance roles at multiple public companies, plus earlier positions at Deloitte and Arthur Andersen.
How will Pelthos Therapeutics handle the separation of former CFO Francis Knuettel II?
Pelthos Therapeutics expects to enter into a separation agreement with former CFO Francis Knuettel II under his existing employment agreement. The company plans to disclose the material terms of any such separation agreement in a future filing, if and to the extent required by applicable disclosure rules.
Did Pelthos Therapeutics disclose any disagreements with the departing CFO?
The company stated that Francis Knuettel II’s termination as Chief Financial Officer, effective April 10, 2026, was not the result of any disagreement regarding Pelthos Therapeutics’ operations, policies, or practices. This language signals that the transition is not being reported as a dispute-driven departure.
What forward-looking topics does Pelthos Therapeutics highlight in its statements?
Pelthos notes forward-looking statements regarding future growth, strategy, product development, market opportunities, regulatory approvals, financing, and competitive position. These statements are subject to risks and uncertainties described in its SEC filings and are not guarantees of future performance for the business.