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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
(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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
December 23, 2025, the Board of Directors (the “Board”) of Pelthos Therapeutics Inc. (the “Company”) expanded
the number of members of the Board from seven to eight and appointed Andrew J. Einhorn to fill the vacancy created by such expansion.
Mr.
Einhorn, age 66, is an employee of Danforth Advisors, LLC, serving as a fractional Chief Financial Officer and Strategic Advisor since
April 2022, where he provides CFO advisory services and interim finance leadership to public and private biotechnology and commercial
pharmaceutical companies, including recent roles as Interim CFO of Cognition Therapeutics, Inc., Head of Finance at ITF Therapeutics
LLC, and strategic advisor to certain portfolio companies of UPMC Enterprises and Teclison, Inc.; previously, he was Chief Financial
Officer of RVL Pharmaceuticals plc from September 2017 to April 2022, Chief Financial Officer and EVP of Corporate Development at Edge
Therapeutics from May 2013 to March 2017, and co-founder and CFO of Oceana Therapeutics, Esprit Pharma, and ESP Pharma, with earlier
experience in investment banking and public accounting, and currently serves on the advisory board of Predictive Oncology and as a Venture
Advisor to Israel Biotech Fund.
Mr. Einhorn will serve on the Board until the Company’s
2026 annual meeting of shareholders and until his successor is elected and qualified or until his earlier resignation or removal. The
Board has affirmatively determined that Mr. Einhorn is qualified to serve as an “independent director” in accordance with
the requirements of The Nasdaq Stock Market LLC and the Securities and Exchange Commission (the “SEC”). Effective December
23, 2025, Mr. Einhorn will serve on the Audit Committee and the Compensation Committee of the Board.
For
his service as a director, Mr. Einhorn will be entitled to the compensation that the Company generally provides to its non-employee directors.
Mr. Simons will also be able to participate in the Pelthos Therapeutics Inc. 2023 Equity Incentive Plan, as amended (the “Plan”).
Effective December 23, 2025, Mr. Einhorn will receive a grant of 12,000 restricted stock units (“RSUs”) under the Plan.
Each RSU represents the right to receive one full share of the Company’s common stock, par value, $0.0001 per share, and the RSUs
will vest on January 1, 2027.
The
Company entered into an indemnification agreement with Mr. Einhorn, which is on substantially the same terms as the indemnification agreements
with the Company’s other directors and executive officers. The Company has previously filed a form of indemnification agreement
as Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2025, which is incorporated by reference
herein.
Other
than the foregoing standard compensation arrangements, there are no other arrangements or understandings between Mr. Einhorn and any
other person pursuant to which he was appointed as a director. Mr. Einhorn is not a party to any transaction with the Company that would
require disclosure under Item 404(a) of Regulation S-K. Mr. Einhorn does not have a family relationship with any member of the Board
or any executive officer of the Company.
Item
8.01 Other Events.
On December 23, 2025, the Company issued a press release
announcing the appointment of Mr. Einhorn to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on Form 8-K and Exhibit 99.1
contain forward-looking statements. 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. These statements 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. Therefore, actual outcomes and results may differ materially from what is expressed or
forecasted in the forward-looking statements due to numerous factors, including those risks that may be included in documents that the
Company files from time to time with the SEC. 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 Current
Report on Form 8-K, except as required by law.
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
|
| |
99.1 |
|
Press Release dated December 23, 2025 |
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: December 23, 2025 |
Pelthos Therapeutics Inc. |
| |
|
|
| |
By: |
/s/
Francis Knuettel II |
| |
|
Name: |
Francis Knuettel II |
| |
|
Title: |
Chief Financial Officer |
