Pelthos Therapeutics (PTHS) reprices $9M convertible note after shareholder vote

Rhea-AI Filing Summary

Pelthos Therapeutics Inc. reported insider activity involving a senior secured convertible note held by a 10% owner and director-by-deputization. On November 6, 2025, Pelthos issued a $9,000,000 senior secured convertible note to the reporting person, initially convertible into common stock at $34.442 per share, with a 49.9% beneficial ownership limitation.

At the December 17, 2025 annual shareholder meeting, shareholders approved waiving NYSE American rules limiting the number of shares issuable in this private placement. As a result, the conversion price of the note was reduced from $34.442 per share to $29.73 per share, which the Form 4 reports as the cancellation of the original note and acquisition of a new note. The derivative securities table shows 261,309 and 302,724 shares of common stock underlying the note at the two conversion prices.

Insights

Equity capital markets analyst

Form 4 shows a repriced $9M convertible note after shareholder approval.

The filing details a senior secured convertible note issued by Pelthos Therapeutics Inc. to a 10% owner and director-by-deputization. The note has a principal amount of $9,000,000 and was originally convertible at $34.442 per share, corresponding in the table to 261,309 shares of common stock underlying the instrument.

Following shareholder approval at the December 17, 2025 annual meeting to waive NYSE American limits on shares issuable in this private placement, the conversion price was reduced to $29.73 per share. The table now shows 302,724 shares of common stock underlying the revised note. The beneficial ownership limitation of 49.9% means the reporting person cannot convert if doing so would push its ownership above that level.

The change is reported as a cancellation of the original note and acquisition of a new note, which is a reporting convention rather than a new cash financing. Actual impact on ownership will depend on whether and when the holder elects to convert within the stated terms and dates of the instrument.

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

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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)
12/17/2025

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	12/17/2025		D			$9,000,000	11/06/2025	11/06/2027	Common Stock	261,309(1)(2)	(1)(2)	0(1)(2)	D
Senior Secured Convertible Note	$29.73	12/17/2025		A		$9,000,000		11/06/2025	11/06/2027	Common Stock	302,724(1)(2)	(1)(2)	$9,000,000(1)(2)	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 Convertible Note includes a beneficial ownership limitation of 49.9% with respect to the reporting person.

2. On December 17, 2025, at the annual meeting of the Issuer's shareholders, the Issuer's shareholders approved the waiver of the limit on the number of shares of Common Stock that may be issued to the holders of the Convertible Notes pursuant to the rules of the NYSE American LLC, which requires shareholder approval before issuing common stock (or securities convertible into or exercisable for common stock) in a private placement that constitutes 20% or more of the Issuer's pre-transaction outstanding common stock. As a result, the conversion price of the Convertible Note was reduced from $34.442 per share to $29.73 per share. The reduction in the conversion price is reported above as the cancellation of a Convertible Note and the acquisition of a new Convertible Note.

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	12/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Pelthos Therapeutics Inc. (PTHS) report in this Form 4?

The filing reports activity related to a senior secured convertible note in the principal amount of $9,000,000 issued to a 10% owner and director-by-deputization of Pelthos Therapeutics Inc.

How did the conversion price of Pelthos Therapeuticsa0(PTHS) convertible note change?

The senior secured convertible note was originally convertible at $34.442 per share and, after shareholder approval on December 17, 2025, the conversion price was reduced to $29.73 per share.

What is the size and structure of the Pelthos Therapeutics convertible note reported here?

The note has an aggregate principal amount of $9,000,000 and is a senior secured convertible note that may be converted into Pelthos common stock at the stated conversion prices.

What beneficial ownership limitation applies to the Pelthos Therapeutics (PTHS) convertible note holder?

The convertible note includes a beneficial ownership limitation of 49.9%, limiting the reporting person's ownership to no more than that percentage upon conversion.

What did Pelthos shareholders approve regarding the convertible notes on December 17, 2025?

At the December 17, 2025 annual meeting, shareholders approved a waiver of limits under NYSE American rules on the number of common shares that may be issued in this private placement, enabling the revised conversion price.

Who is the reporting person in this Pelthos Therapeutics Form 4 and what is their relationship to the issuer?

The reporting person is a 10% owner and may be deemed a director by deputization, as its executives Todd Davis and Richard Baxter serve on Pelthos Therapeutics Inc.'s board of directors.