[Form 4] Pelthos Therapeutics Inc. Insider Trading Activity

Rhea-AI Filing Summary

Pelthos Therapeutics (PTHS) reported an insider transaction on a Form 4. On 11/06/2025, a reporting person identified as both a Director and 10% Owner acquired a senior secured convertible note with an aggregate principal amount of $9,000,000.

The note may be converted into common stock at a conversion price of $34.442 per share, corresponding to 261,309 underlying shares if fully converted. The instrument includes a beneficial ownership limitation of 49.9% with respect to the reporting person. The filing lists the security as acquired and directly owned.

Insights

Equity & Insider Transactions Analyst

Insider acquired $9M convertible note with a 49.9% cap.

A reporting person of Pelthos Therapeutics recorded the acquisition of a senior secured convertible note with $9,000,000 aggregate principal, convertible at $34.442 per share. The table ties this to 261,309 underlying common shares if fully converted, indicating a defined conversion economics.

The document specifies a 49.9% beneficial ownership limitation, a common cap that restricts conversion to avoid exceeding that threshold. The filing identifies the reporter as both Director and 10% Owner, and the security is marked as acquired and directly owned.

Actual conversion and any resulting share issuance depend on holder decisions and the ownership cap. Subsequent filings may provide details on any conversions or changes to beneficial ownership.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LIGAND PHARMACEUTICALS INC

(Last) (First) (Middle)

555 HERITAGE DRIVE, SUITE 200

(Street)

JUPITER FL 33458

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Pelthos Therapeutics Inc. [ PTHS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Senior Secured Convertible Note	$34.442	11/06/2025		A		$9,000,000		(1)	(1)	Common Stock	261,309(1)	$9,000,000(1)	$9,000,000(1)	D

Explanation of Responses:

1. On November 6, 2025, Pelthos Therapeutics Inc. (the "Issuer") entered into a Securities Purchase Agreement with the reporting person and certain other investors, pursuant to which the Issuer issued a senior secured convertible note (the "Convertible Note") in the aggregate principal amount of $9 million to the reporting person on November 6, 2025. The Convertible Note may be converted into Common Stock at a conversion price of $34.442 per share. The Note includes a beneficial ownership limitation of 49.9% with respect to the reporting person.

Remarks:

The reporting person may be deemed to be a director by deputization by virtue of the fact that each of Todd Davis, Chief Executive Officer of the reporting person, and Richard Baxter, Senior Vice President of Investment Operations of the reporting person, serves on the board of directors of the Issuer.

	/s/ Octavio Espinoza, Chief Financial Officer of Ligand Pharmaceuticals Incorporated	11/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did PTHS report?

A reporting person acquired a senior secured convertible note with an aggregate principal amount of $9,000,000.

What is the conversion price of the PTHS note disclosed on Form 4?

The note may be converted into common stock at $34.442 per share.

How many PTHS shares underlie the convertible note if fully converted?

The filing lists 261,309 underlying shares tied to the convertible note.

When did the PTHS insider transaction occur?

The earliest transaction date is 11/06/2025.

What is the beneficial ownership cap related to the PTHS note?

The note includes a 49.9% beneficial ownership limitation with respect to the reporting person.

What is the reporter’s relationship to PTHS?

The reporting person is listed as a Director and 10% Owner.

How is the security owned according to the filing?

The filing indicates the security is directly owned.