Pelthos Therapeutics (NYSE: PTHS) holders back board and note share cap waiver

Rhea-AI Filing Summary

Pelthos Therapeutics Inc. reported the results of its 2025 Annual Meeting of Stockholders held on December 17, 2025. As of the November 24, 2025 record date, 3,086,681 common shares were outstanding and entitled to vote, and holders representing 2,528,857 votes were present, constituting a quorum.

Stockholders elected seven directors to serve until the 2026 annual meeting, approved waiving the NYSE American limit on the number of common shares that may be issued to holders of the company’s senior secured convertible notes, and ratified CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Insights

Corporate governance analyst

Routine annual meeting where Pelthos investors backed the board, auditor, and a share-cap waiver on existing senior secured convertible notes.

Pelthos Therapeutics held its 2025 annual meeting on December 17, 2025, with strong participation. As of November 24, 2025, 3,086,681 common shares were outstanding and entitled to vote, and 2,528,857 votes were represented, satisfying quorum requirements.

All seven director nominees were elected, each receiving over 2.24 million votes "for", with 278,134 broker non-votes recorded for each nominee. Stockholders also approved a proposal to waive the NYSE American limit on the number of common shares that may be issued to holders of the company’s senior secured convertible notes, by 2,247,248 votes for, 3,474 against, and 1 abstention, with 278,134 broker non-votes.

In addition, stockholders ratified CBIZ CPAs P.C. as the independent registered public accounting firm for the year ending December 31, 2025, with 2,509,765 votes for, 19,091 against, and 1 abstention. Taken together, these outcomes indicate stockholder support for the existing board, capital structure decisions tied to the convertible notes, and the chosen audit firm.

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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 17, 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 5.07 Submission of Matters to a Vote of Security Holders.

On December 17, 2025, Pelthos Therapeutics Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “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 Definitive Proxy Statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on November 25, 2025 (the “Proxy Statement”).

As of the close of business on November 24, 2025, the record date for the Annual Meeting, 3,086,681 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), were issued, outstanding and entitled to vote. Holders of shares of Common Stock were entitled to one vote per share for each share of Common Stock. Stockholders holding an aggregate of 2,528,857 votes were present at the Annual Meeting, in person or represented by proxy, which number constituted a quorum.

Proposal 1 - The seven (7) nominees named in the Proxy Statement were elected at the Annual Meeting to serve as the Company’s directors until the Company’s 2026 Annual Meeting of Stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal. The final voting results with respect to the election of each such nominee were as follows:

Nominee		For		Withheld
Peter Greenleaf		2,250,631		92
Richard Baxter		2,250,670		53
Todd Davis		2,249,001		1,722
Ezra Friedberg		2,250,670		53
Dr. Richard Malamut		2,250,171		552
Matthew Pauls		2,248,962		1,761
Scott Plesha		2,250,426		297

There were 278,134 broker non-votes with respect to each such nominee for the first proposal.

Proposal 2 - The proposal to waive the limit on the number of shares of Common Stock that may be issued to the holders of the Company’s senior secured convertible notes, as required by NYSE American LLC, was approved by the Company’s stockholders. The final voting results were as follows:

For		Against		Abstain
2,247,248		3,474		1

There were 278,134 broker non-votes with respect to the second proposal.

Proposal 3 - The appointment of CBIZ CPAs P.C. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 was ratified by the Company’s stockholders. The final voting results were as follows:

For		Against		Abstain
2,509,765		19,091		1

There were 0 broker non-votes with respect to the third proposal.

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 17, 2025	Pelthos Therapeutics Inc.
	By:	/s/ Francis Knuettel II
		Name:	Francis Knuettel II
		Title:	Chief Financial Officer

FAQ

What did Pelthos Therapeutics (PTHS) stockholders vote on at the 2025 annual meeting?

At the 2025 annual meeting, Pelthos Therapeutics stockholders voted on three items: electing seven directors to serve until the 2026 annual meeting, approving a proposal to waive the NYSE American limit on the number of common shares that may be issued to holders of the company’s senior secured convertible notes, and ratifying CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

How many Pelthos Therapeutics (PTHS) shares were eligible to vote at the 2025 annual meeting?

As of the close of business on the November 24, 2025 record date, 3,086,681 shares of Pelthos Therapeutics common stock were issued, outstanding, and entitled to vote at the 2025 annual meeting.

Did Pelthos Therapeutics stockholders approve the waiver of the NYSE American share issuance limit under its senior secured convertible notes?

Yes. Stockholders approved the proposal to waive the limit on the number of common shares that may be issued to holders of Pelthos Therapeutics’ senior secured convertible notes, as required by NYSE American LLC. The proposal received 2,247,248 votes for, 3,474 votes against, and 1 abstention, with 278,134 broker non-votes.

Which directors were elected to the Pelthos Therapeutics (PTHS) board in 2025?

Stockholders elected seven directors: Peter Greenleaf, Richard Baxter, Todd Davis, Ezra Friedberg, Dr. Richard Malamut, Matthew Pauls, and Scott Plesha. Each will serve until Pelthos Therapeutics’ 2026 annual meeting of stockholders and until a successor is elected and qualified, or until earlier resignation or removal.

Who is Pelthos Therapeutics’ independent registered public accounting firm for 2025?

Pelthos Therapeutics stockholders ratified CBIZ CPAs P.C. as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The ratification received 2,509,765 votes for, 19,091 votes against, and 1 abstention, with no broker non-votes.

What quorum was present at Pelthos Therapeutics’ 2025 annual meeting?

At the 2025 annual meeting, stockholders holding an aggregate of 2,528,857 votes were present in person or represented by proxy, which constituted a quorum for conducting business.