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Pelthos Therapeutics Inc.

For the period ended Jun 30, 2025. Filed Aug 13, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 13, 2025

PTHS$9.37+0.1%Stored close · as of Nov 9, 2026

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Item 6. Exhibits

Exhibit NumberDescription
3.1Certificate of Amendment to Articles of Incorporation, filed with the Secretary of State of the State of Nevada on July 1, 2025 (Name Change Certificate of Amendment) (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 2, 2025)
3.2Certificate of Amendment to Articles of Incorporation, filed with the Secretary of State of the State of Nevada on July 1, 2025 (Reverse Stock Split Certificate of Amendment)(incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 2, 2025).
3.3Certificate of Designations, Preferences and Rights of Series A Convertible Redeemable Preferred Stock, filed with the Secretary of State of the State of Nevada on July 1, 2025 (filed as Exhibit 3.3 to Registrant’s Current Report on Form 8-K filed with the Commission on July 2, 2025).
3.4Certificate of Amendment to the Certificate of Designations, Preferences and Rights of Series A Convertible Redeemable Preferred Stock, filed with the Secretary of State of the State of Nevada on July 17, 2025.
3.5Bylaws (incorporated by reference to Exhibit 3.4 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 2, 2025).
10.1Agreement and Plan of Merger by and among Pelthos Therapeutics Inc., CHRO Merger Sub Inc., LNHC, Inc. and Ligand Pharmaceuticals Incorporated, dated as of April 16, 2025. (filed as Exhibit 2.1 to Registrant’s Current Report on Form 8-K, filed with the SEC on April 17, 2025 and incorporated by reference herein).
10.2Merger Agreement Waiver, dated as of July 1, 2025, by and among Channel Therapeutics Corporation, CHRO Merger Sub Inc., LNHC, Inc. and Ligand Pharmaceuticals Incorporated (filed as Exhibit 2.2 to Registrant’s Current Report on Form 8-K, filed with the SEC on July 2, 2025 and incorporated by reference herein).
10.3Securities Purchase Agreement by and among Pelthos Therapeutics Inc., LNHC Inc., and each of the investors thereto, dated as of April 16, 2025. (filed as Exhibit 10.1 to Registrant’s Current Report on Form 8-K, filed with the SEC on April 17, 2025 and incorporated by reference herein).
10.4Form of Lock-Up Agreement (Pelthos’s executive officers and directors). (filed as Exhibit 10.2 to Registrant’s Current Report on Form 8-K, filed with the SEC on April 17, 2025 and incorporated by reference herein).
10.5Form of Lock-Up Agreement (certain investors who have entered the Securities Purchase Agreement). (filed as Exhibit 10.3 to Registrant’s Current Report on Form 8-K, filed with the SEC on April 17, 2025 and incorporated by reference herein).
10.6Form of Lock-Up Agreement (certain investment company). (filed as Exhibit 10.4 to Registrant’s Current Report on Form 8-K, filed with the SEC on April 17, 2025 and incorporated by reference herein).
10.7Form of Lock-Up Agreement (Nomis Bay, Ligand and other investors). (filed as Exhibit 10.5 to Registrant’s Current Report on Form 8-K, filed with the SEC on April 17, 2025 and incorporated by reference herein).
10.8Form of Registration Rights Agreement. (filed as Exhibit 10.6 to Registrant’s Current Report on Form 8-K, filed with the SEC on April 17, 2025 and incorporated by reference herein).
10.9Marcum Letter, dated as of April 17, 2025 (filed as Exhibit 16.1 to Registrant’s Current Report on Form 8-K, filed with the SEC on April 17, 2025 and incorporated by reference herein).
10.10Pelthos Therapeutics Amended and Restated 2023 Equity Incentive Plan. (filed as Exhibit 10.14 to Registrant’s Current Report on Form 8-K, filed with the SEC on July 1, 2025 and incorporated by reference herein).
10.11Merger Agreement Waiver, dated as of July 1, 2025, by and among Channel Therapeutics Corporation, CHRO Merger Sub Inc., LNHC, Inc. and Ligand Pharmaceuticals Incorporated. (filed as Exhibit 2.2 to Registrant’s Current Report on Form 8-K, filed with the SEC on July 1, 2025 and incorporated by reference herein).
10.12Amendment No. 1 to Securities Purchase Agreement, dated as of July 1, 2025, by and among Channel Therapeutics Corporation, LNHC Inc., and each of the investors thereto. (filed as Exhibit 10.6 to Registrant’s Current Report on Form 8-K, filed with the SEC on July 1, 2025 and incorporated by reference herein).
10.13Contribution Agreement, dated as of July 1, 2025, by and between Channel Therapeutics Corporation and Channel Pharmaceutical Corporation. (filed as Exhibit 10.10 to Registrant’s Current Report on Form 8-K, filed with the SEC on July 1, 2025 and incorporated by reference herein).
10.14Intellectual Property Assignment and Assumption Agreement, dated as of July 1, 2025, by and between Channel Therapeutics Corporation and Channel Pharmaceutical Corporation. (filed as Exhibit 10.11 to Registrant’s Current Report on Form 8-K, filed with the SEC on July 1, 2025 and incorporated by reference herein).
10.15Purchase and Sale Agreement, dated as of July 1, 2025, by and among Channel Therapeutics Corporation and LNHC, Inc., as the Seller Parties and Nomis RoyaltyVest LLC, as the Purchaser. (filed as Exhibit 10.12 to Registrant’s Current Report on Form 8-K, filed with the SEC on July 1, 2025 and incorporated by reference herein).
10.16Purchase and Sale Agreement, dated as of July 1, 2025, by and among Channel Therapeutics Corporation and Channel Pharmaceutical Corporation, as the Seller Parties and Nomis RoyaltyVest LLC, Ligand Pharmaceuticals Incorporated and Madison Royalty LLC, as the Purchasers. (filed as Exhibit 10.13 to Registrant’s Current Report on Form 8-K, filed with the SEC on July 1, 2025 and incorporated by reference herein).
10.17Executive Employment Agreement, dated July 1, 2025, between Pelthos Therapeutics Inc. and Scott Plesha. (filed as Exhibit 10.17 to Registrant’s Current Report on Form 8-K, filed with the SEC on July 1, 2025 and incorporated by reference herein).
10.18Executive Employment Agreement, dated July 1, 2025, between Pelthos Therapeutics Inc. and Francis Knuettel II. (filed as Exhibit 10.18 to Registrant’s Current Report on Form 8-K, filed with the SEC on July 1, 2025 and incorporated by reference herein).
10.19Executive Employment Agreement, dated July 1, 2025, between Pelthos Therapeutics Inc. and Sai Rangarao. (filed as Exhibit 10.19 to Registrant’s Current Report on Form 8-K, filed with the SEC on July 1, 2025 and incorporated by reference herein).
10.20Employee Lease Agreement, dated July 1, 2025, by and between Ligand Pharmaceuticals Incorporated and Pelthos Therapeutics Inc. (filed as Exhibit 10.20 to Registrant’s Current Report on Form 8-K, filed with the SEC on July 1, 2025 and incorporated by reference herein).
10.21Transition Services Agreement, dated July 1, 2025, by and between Ligand Pharmaceuticals Incorporated and LNHC, Inc. (filed as Exhibit 10.21 to Registrant’s Current Report on Form 8-K, filed with the SEC on July 1, 2025 and incorporated by reference herein).
31.1Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101Interactive Data Files (embedded within the Inline XBRL document)
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  • Indicates management contract or compensatory plan.

In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

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