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and Exhibit 99.1 and Exhibit 99.2 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 99.2 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 Litiga…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed, the Board terminated Francis Knuettel II from his position as Chief Financial Officer, Treasurer and Secretary of the Company, effective April 10, 2026. On May 15, 2026 (the “Execution Date”), the Company entered into a Separation and Release Agreement (the “Separation Agreement”) with Mr. Knuettel, in order to clarify the…
Changes in Registrant’s Certifying Accountant. On May 16, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Pelthos Therapeutics Inc. (the “Company”) approved the dismissal of CBIZ CPAs P.C. (“CBIZ”), as the Company’s independent registered public accounting firm. The Company informed CBIZ of their dismissal on May 18, 2026. Effective November 1, 2024, CBIZ acquired the attest business of Marcum LLP, who was the Company's independent registered publi…
and Exhibit 99.2 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 99.2 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 o…
Results of Operations and Financial Condition. On May 14, 2026, Pelthos Therapeutics Inc. (the “Company”) issued a press release summarizing its financial results for the three months ended March 31, 2026, as well as providing an update on the Company’s operations. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference. The information in this
and Exhibit 99.1 and Exhibit 99.2 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 99.2 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 Litiga…
Regulation FD Disclosure. On April 10, 2026, the Company issued a press release announcing the appointment of Mr. Gay as the Company’s Chief Financial Officer, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in such exhibit shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such informa…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 6, 2026, the Board of Directors (the “Board”) of Pelthos Therapeutics Inc. (the “Company”) appointed John M. Gay, age 49, to serve as Chief Financial Officer of the Company, effective April 10, 2026. Also on April 10, 2026, the Board appointed Mr. Gay to serve as the Company’s treasurer and secretary, effective April 10, 2026. Prior to joi…
Results of Operations and Financial Condition. On March 19, 2026, Pelthos Therapeutics Inc. (the “Company”) issued a press release summarizing its financial results for the three months and year ended December 31, 2025, as well as providing an update on the Company’s operations. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference. The information in this
and Exhibit 99.2 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 99.2 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 o…
Entry into a Material Definitive Agreement. On January 12, 2026 (the “ Closing Date ”), Pelthos Therapeutics Inc., a Nevada corporation (the “ Company ”), LNHC, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“ LNHC ”) and Channel Pharmaceutical Corporation, a Nevada corporation and a wholly subsidiary of the Company (“ Channel ”), as co-borrowers (together with the Company, the “ Borrowers ”), entered into a Venture Loan and Security Agreement (the “ Loan Agreement…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
by reference. The Warrants and the shares of Common Stock issuable upon exercise of the Warrants were offered and sold in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.
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 o…
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…
Entry into a Material Definitive Agreement. On December 23, 2025, Pelthos Therapeutics Inc., a Nevada corporation (the “ Company ”) entered into an Asset Purchase Agreement (the “ Asset Purchase Agreement ”) with Hatchtech Pty Ltd ACN 098 559 409, an Australian corporation (“ Hatchtech ”), pursuant to which Hatchtech sold all of its right, title and interest in (i) the product developed by Hatchtech with Abametapir as its sole active ingredient for the treatment of head lice infestation in hu…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 23, 2025, the Board of Directors (the “Board”) of Pelthos Therapeutics Inc. (the “Company”) expanded the number of members of the Board from seven to eight and appointed Andrew J. Einhorn to fill the vacancy created by such expansion. Mr. Einhorn, age 66, is an employee of Danforth Advisors, LLC, serving as a fractional Chief Financial…
Results of Operations and Financial Condition. On November 13, 2025, Pelthos Therapeutics Inc. (the “Company”) issued a press release summarizing its financial results for the three and nine months ended September 30, 2025, as well as providing an update on the Company’s operations. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference. The information in this
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The foregoing description of the material terms of the Securities Purchase Agreement and the Convertible Notes, and the transactions contemplated thereby, are qualified in its entirety by reference to the full text of Securities Purchase Agreement and the Convertible Notes, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and ar…
Entry into a Material Definitive Agreement. Convertible Note Financing (Private Placement) On November 6, 2025, Pelthos Therapeutics Inc., a Nevada corporation (the “ Company ”), entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with certain investors, including Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Ligand ”) (collectively, the “ Investors ”), pursuant to which, among other things, on the Closing Date, the Investors purchased for cas…
by reference. The Convertible Notes and the shares of Common Stock issuable upon conversion of the Convertible Notes were offered and sold in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering .
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 o…
and Exhibits 99.1 and 99.2 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 99.2 attached hereto contains forward-looking statements, as defined in Section 21E of the Securities Exchange Act of 1934, regarding the Company’s current expectations. All statements, other than statements of historical fa…
Results of Operations and Financial Condition. On August 18, 2025, Pelthos Therapeutics Inc. (the “Company”) issued a press release summarizing its financial results for legacy operations for the three and six months ended June 30, 2025 as well as providing an update on the Company’s therapeutic programs. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference. The information in this
Unregistered Sales of Equity Securities. The securities to be issued in the Merger and sold to the PIPE Investors will not be registered under the Securities Act, and will be issued and sold in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. The disclosure set forth above in
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