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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): January 6, 2026
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
January 6, 2026, the board of directors (the “Board”) of Pelthos Therapeutics Inc. (the “Company”), upon recommendation
from the compensation committee of the Board (the “Compensation Committee”) following its annual assessment of the Board’s
compensation program, approved the following changes to the cash and equity compensation of non-employee directors (as amended, the “Director
Compensation Policy”), which changes adjust the Board’s compensation program to more closely align with the non-employee
director compensation practices of the Company’s peer group. Beginning January 1, 2026:
| | • | the
annual cash retainer fee for service as a Non-Executive Chairman will be increased from $50,000
to $60,000, with the annual cash retainer for service as a member of the Board and its committees
remaining unchanged; and |
| | • | the
Company will begin paying annual cash retainer fees for service as members and chairpersons
of the Board’s Audit Committee, Compensation Committee and Nominating and Corporate
Governance Committee. |
As
a result of the foregoing approvals, the Director Compensation Policy provides for the following cash and equity compensation to the
Company’s non-employee directors:
Cash
Compensation
|
|
Effective January
1, 2026 |
|
|
|
Amount ($) |
|
Board
of Directors: |
|
|
|
|
Member |
|
|
40,000 |
|
Non-Executive
Chairman |
|
|
60,000 |
|
Audit
Committee: |
|
|
|
|
Member |
|
|
7,000 |
|
Chair |
|
|
19,000 |
|
Compensation
Committee: |
|
|
|
|
Member |
|
|
5,000 |
|
Chair |
|
|
15,000 |
|
Nominating
and Corporate Governance Committee: |
|
|
|
|
Member |
|
|
4,000 |
|
Chair |
|
|
12,000 |
|
Equity
Compensation
On
or about the time a new non-employee director joins the Board, the new non-employee director may be granted an initial grant
of awards under the Pelthos Therapeutics Inc. 2023 Equity Incentive Plan, as amended (the “Plan”), as determined by, and
at the discretion of, the Board upon recommendation
from the Compensation Committee.
Non-employee directors
do not receive annual grants of equity awards under the Plan as compensation for service as a member of the Board or its committees.
Item
7.01. Regulation FD Disclosure.
On
January 12, 2026, 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 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.
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:
January 12, 2026 |
By: |
/s/
Francis Knuettel II |
|
|
Name:
|
Francis
Knuettel II |
|
|
Title: |
Chief
Financial Officer |
