Pelthos Therapeutics Amendment No. 2 updates beneficial ownership for 3i, 3i Management LLC and Maier Joshua Tarlow, reporting beneficial ownership of 337,026 shares, representing 9.99% of common stock based on 3,355,543 shares outstanding as of March 11, 2026.
The disclosed position comprises 318,933 common shares plus up to 18,093 shares issuable upon conversion of 800 shares of Series A Convertible Preferred Stock and a senior secured convertible note (original principal $1,000,000), each conversion subject to a 9.99% beneficial-ownership blocker. Mr. Tarlow has shared voting and dispositive power via management and partnership structures.
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Insights
Amendment updates ownership and conversion mechanics capped by a 9.99% blocker.
The filing restates that the Reporting Persons beneficially own 337,026 shares, equal to 9.99% of the issuer based on 3,355,543 shares outstanding as of March 11, 2026. Holdings include 318,933 direct shares and an aggregate of 18,093 shares issuable upon conversion of preferred stock and a convertible note.
Conversion rights are constrained by a written Blocker that prevents conversions that would push ownership above 9.99%. Subsequent disclosures should clarify whether conversions occur in stages or remain unexercised; timing is not specified in the excerpt.
Voting and dispositive power flows through partnership and management entities, not direct ownership by the manager.
The report explains that 3i Management, as general partner, may exercise voting/dispositive power and that Mr. Tarlow, as manager, may be deemed to beneficially own the shares under Rule 13d-3. Mr. Tarlow does not directly own the Shares but has shared power to vote and dispose.
Investors should note the joint-filing structure and the Joint Filing Agreement filed as Exhibit 1 for full attribution details; the excerpt lists signature attestations confirming the group filing arrangement.
Key Figures
Shares outstanding:3,355,543 sharesReported beneficial ownership:337,026 sharesPercent of class:9.99%+4 more
7 metrics
Shares outstanding3,355,543 sharesas of March 11, 2026
Reported beneficial ownership337,026 sharesaggregate reported by 3i / 3i Management / Mr. Tarlow
Percent of class9.99%based on 3,355,543 shares outstanding as of March 11, 2026
Common shares directly held318,933 sharesdirect holdings reported for 3i
Convertible preferred shares800 sharesSeries A Convertible Preferred Stock held by 3i (conversion subject to blocker)
Convertible note principal$1,000,000original principal amount of the senior secured convertible note held by 3i
Shares issuable upon conversion18,093 sharesaggregate potential conversion result from preferred stock and the Note
"conversion is subject to a 9.99% beneficial ownership blocker"
beneficially ownedfinancial
"3i is the beneficial owner of the Shares and has the power to dispose"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Rule 13d-3regulatory
"By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
Joint Filing Agreementother
"The Reporting Persons have entered into a Joint Filing Agreement"
What percentage of Pelthos Therapeutics (PTHS) does 3i report owning?
3i, 3i Management and Mr. Tarlow each report beneficial ownership of 9.99%. This percentage is based on 3,355,543 shares outstanding as of March 11, 2026 and reflects direct shares plus shares issuable upon conversion subject to ownership blockers.
How many Pelthos shares are included in the reported position?
The Reporting Persons report beneficial ownership of 337,026 shares. That total comprises 318,933 common shares plus up to 18,093 shares issuable upon conversion of preferred stock and a convertible note, subject to a 9.99% blocker.
What convertible instruments affect the reported ownership in PTHS?
The filing discloses 800 shares of Series A Convertible Preferred Stock and a senior secured convertible note with original principal $1,000,000. Combined conversions of these instruments could produce up to 18,093 common shares, constrained by a 9.99% blocker.
Does Maier Joshua Tarlow directly own the reported Pelthos shares?
No. Mr. Tarlow does not directly own the Shares; he has shared voting and dispositive power as manager of 3i Management, which may be deemed to beneficially own the reported 337,026 shares under Rule 13d-3 attribution rules.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Pelthos Therapeutics Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
171126204
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
171126204
1
Names of Reporting Persons
3i, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
337,026.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
337,026.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
337,026.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 2 to Statement on Schedule 13G (this ''Amendment No. 2''), such percentage is based on 3,355,543 shares of common stock, par value $0.0001 per share, of the issuer (the ''Common Stock'') outstanding as of March 11, 2026, as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by the issuer with the U.S. Securities and Exchange Commission (''SEC'') on March 19, 2026 (the ''Form 10-K''). Beneficial ownership consists 318,933 shares of Common Stock directly held by the reporting person and 18,093 shares of Common Stock issuable in any combination upon conversion of (i) shares of Series A Convertible Preferred Stock, par value $0.0001 per share, of the issuer (the ''Preferred Stock'') directly held by the reporting person, which conversion is subject to a 9.99% beneficial ownership blocker (the ''Blocker''), and (ii) a senior secured convertible note (the ''Note'') held directly by the reporting person, which conversion is subject to a Blocker.
SCHEDULE 13G
CUSIP Number(s):
171126204
1
Names of Reporting Persons
3i Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
337,026.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
337,026.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
337,026.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, such percentage is based on 3,355,543 shares of Common Stock outstanding as of March 11, 2026, as disclosed in the Form 10-K. Beneficial ownership consists 318,933 shares of Common Stock indirectly held by the reporting person and 18,093 shares of Common Stock issuable in any combination upon conversion of (i) shares of Preferred Stock indirectly held by the reporting person, which conversion is subject to a Blocker, and (ii) the Note held indirectly by the reporting person, which conversion is subject to a Blocker.
SCHEDULE 13G
CUSIP Number(s):
171126204
1
Names of Reporting Persons
Maier Joshua Tarlow
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
337,026.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
337,026.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
337,026.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 1, such percentage is based on 3,355,543 shares of Common Stock outstanding as of March 11, 2026, as disclosed in the Form 10-K. Beneficial ownership consists 318,933 shares of Common Stock indirectly held by the reporting person and 18,093 shares of Common Stock issuable in any combination upon conversion of (i) shares of Preferred Stock indirectly held by the reporting person, which conversion is subject to a Blocker, and (ii) the Note held indirectly by the reporting person, which conversion is subject to a Blocker.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Pelthos Therapeutics Inc.
(b)
Address of issuer's principal executive offices:
4400 Route 9 South, Suite 1000, Freehold, New Jersey 07728
Item 2.
(a)
Name of person filing:
(i) 3i, LP, a Delaware limited partnership ("3i");
(ii) 3i Management LLC, a Delaware limited liability company ("3i Management''); and
(iii) Maier Joshua Tarlow ("Mr. Tarlow").
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G filed by the Reporting Persons with the SEC on July 8, 2025 (the "Schedule 13G"), pursuant to which the Reporting Persons have agreed to file this Amendment No. 2 and all subsequent amendments to this Amendment No. 2, the Schedule 13G and Amendment No. 1 to Schedule 13G filed by the Reporting Persons with the SEC on February 5, 2026 ("Amendment No. 1") jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 2 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 2 Wooster Street, 2nd Floor, New York, NY 10013.
(c)
Citizenship:
3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
171126204
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The purpose of this Amendment No. 2 is to amend and supplement the Schedule 13G and Amendment No. 1 in order to update the beneficial ownership information on the cover pages and in Item 4 in the Schedule 13G and Amendment No. 1. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 2 and is incorporated herein by reference for each such Reporting Person.
The ownership percentages reported are based on 3,355,543 shares of Common Stock outstanding as of March 11, 2026, as disclosed in the Form 10-K. 3i holds (i) 318,933 shares of Common Stock (ii) 800 shares of Preferred Stock, conversions of which are subject to a Blocker, and (iii) a Note with an original principal amount of $1,000,000, conversions of which are subject to a Blocker. Due to the interaction between the Blockers applicable to such shares of Preferred Stock and the Note, 3i may convert such shares of Preferred Stock and/or the Note into, in any combination, an aggregate of 18,093 shares of Common Stock, as a result of the triggering of the applicable Blockers, each of which prohibits 3i from converting such shares of Preferred Stock or the Note into shares of Common Stock if, as a result of such conversion, 3i, together with its affiliates and any persons acting as a group together with 3i or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such conversion.
Consequently, 3i holds 337,026 shares of Common Stock (the "Shares"). 3i is the beneficial owner of the Shares and has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by 3i Management, the general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares beneficially owned by 3i and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned by 3i.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
3i, LP
Signature:
/s/ Maier Joshua Tarlow
Name/Title:
Maier Joshua Tarlow, Manager of 3i Management LLC, General Partner of 3i, LP
Date:
05/07/2026
3i Management LLC
Signature:
/s/ Maier Joshua Tarlow
Name/Title:
Maier Joshua Tarlow, Manager
Date:
05/07/2026
Maier Joshua Tarlow
Signature:
/s/ Maier Joshua Tarlow
Name/Title:
Maier Joshua Tarlow
Date:
05/07/2026
Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated July 8, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on July 8, 2025)
