Pelthos Therapeutics SEC Filings

Ikarian Capital, LLC and Neil Shahrestani filed Amendment No. 1 to Schedule 13G reporting beneficial ownership of 186,408 shares of Pelthos Therapeutics (PTHS) common stock, representing 6.1% of the class. The percentage is based on 3,061,681 shares outstanding as of November 7, 2025.

The filing shows shared voting and dispositive power over 186,408 shares and no sole voting or dispositive power. The date of event triggering the filing is September 30, 2025. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Murchinson Ltd. and Marc Bistricer filed a Schedule 13G reporting beneficial ownership of Pelthos Therapeutics Inc. common stock. They report 280,000 shares, representing 9.1% of the class, with shared voting power and shared dispositive power over 280,000 shares and no sole power over any shares.

The filing identifies the securities as Pelthos Therapeutics Inc. common stock (CUSIP 171126204). The percentage is based on the issuer’s disclosure that 3,090,729 shares were outstanding as of September 30, 2025. Shares are held by one or more funds advised or sub‑advised by Murchinson Ltd., and both the Adviser and Mr. Bistricer state they may be deemed to beneficially own the reported shares, while disclaiming beneficial ownership except to the extent of their pecuniary interest.

Pelthos Therapeutics Inc. reported Q3 2025 results following its July 1 merger with LNHC and commercial launch of ZELSUVMI. Revenue reached $7.4 million, all generated in the quarter after launch. The company recorded a net loss of $16.2 million for Q3 and $21.7 million for the nine months ended September 30, 2025.

Cash and cash equivalents were $14.2 million as of September 30, 2025, with working capital of $25.0 million. Management disclosed “substantial doubt” about the ability to continue as a going concern, citing expected commercialization, manufacturing, and development costs. Total assets rose to $126.4 million, including $32.5 million of net definite-lived intangibles and $30.6 million of goodwill from the LNHC acquisition. SG&A was $19.6 million and cost of goods sold $2.3 million in Q3.

The company completed a PIPE concurrent with the merger, issuing 50,100 Series A preferred shares for gross proceeds of $50.1 million and net proceeds of $27.4 million after settlements; 23,810 preferred shares converted into 2,381,000 common shares. Common shares outstanding were 3,061,681 as of November 7, 2025.

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.

Pelthos Therapeutics (PTHS): Ligand Pharmaceuticals filed Amendment No. 1 to Schedule 13D reporting the purchase of a $9.0 million senior secured convertible note from Pelthos on November 6, 2025. The note bears 8.5% interest, matures in 24 months, and is convertible at an initial $34.442 per share, subject to adjustments, including an automatic reduction to $29.73 on the later of December 1, 2025 and shareholder approval if then above that level. A 49.9% beneficial ownership cap limits conversions.

Ligand reports beneficial ownership of 1,500,000 common shares and 34,278.681 Series A Preferred (each convertible into 100 common shares), plus the convertible note; common shares outstanding were 3,042,143 as of August 8, 2025. Collateral includes specified revenue interests from Xepi and certain payments tied to ZELSUVMI. Investors receive a 5% royalty on Xepi net sales (Ligand’s share 2.5%). Pelthos agreed to file a resale registration within 60 days and target effectiveness as outlined, and amended Ligand’s lock-up through December 31, 2025 with 25% of shares released immediately.

Pelthos Therapeutics Inc. announced a private financing and product acquisition. The company completed a senior secured convertible note financing for gross proceeds of approximately $18.0 million. The notes bear 8.5% interest, mature on November 6, 2027, and are initially convertible at $34.442 per share, with an automatic reduction to $29.73 on the later of December 1, 2025 and shareholder approval, if then above that level. Beneficial ownership limits cap conversions to 49.9% for Ligand and 4.99% or 9.99% for other investors.

Investors also received a 5.0% royalty on net sales of Xepi and rights to certain Sato-related payments, and the notes are secured by a lien on specified revenue streams. Pelthos entered a registration rights agreement to file a resale registration within 60 days and seek effectiveness by 90 days or two business days after a no-review notice. Separately, Pelthos acquired the Xepi assets from Biofrontera for up to $10.0 million, including $3.0 million cash at closing, $1.0 million upon availability of commercial quantities, and contingent milestones, and signed an exclusive Ferrer/Interquim license and supply agreement for Xepi in the U.S. territory.

Pelthos Therapeutics Inc. (PTHS) furnished an investor presentation under Item 7.01 (Regulation FD) in a Form 8-K. The presentation, dated October 14, 2025, is attached as Exhibit 99.1 and was also made available on the company’s website. The company emphasizes that this information is being furnished, not filed, and therefore is not subject to Section 18 liabilities, nor is it incorporated by reference except as specifically stated.

The presentation includes forward-looking statements disclaimer language under the Private Securities Litigation Reform Act, covering topics such as commercialization progress, clinical development, market opportunities, intellectual property, and strategy execution. The filing reiterates that these statements involve risks and uncertainties and that the company undertakes no obligation to update them except as required by law.