Pelthos Therapeutics Inc.

For the period ended Dec 17, 2025. Filed Nov 25, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 17, 2025 · Filed Nov 25, 2025

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PTHS$9.36+0.6%Stored close · as of Nov 6, 2026

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DEF 14A 1 g085027_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Pelthos Therapeutics Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

4020 Stirrup Creek Drive, Suite 110

Durham, NC

(919) 908-2400

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to Be Held on December 17, 2025

The Notice of Annual Meeting, Proxy Statement

and Annual Report on Form 10-K are available at:

www.proxyvote.com

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 17, 2025

To the Shareholders of Pelthos Therapeutics Inc.:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Pelthos Therapeutics Inc. (the “Company”) will be held online on December 17, 2025 at 9:00 am Eastern Time. The Annual Meeting will be a virtual shareholder meeting, conducted via live audio webcast, through which you can submit questions and vote online. The Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/PTHS2025 and entering your 16-digit control number (included in the Notice Regarding the Availability of Proxy Materials, which is being mailed to shareholders of record on or about November 25, 2025 (the “Notice of Internet Availability”)).

The Annual Meeting is being held for the purposes of considering and voting on the following items:

1.	To elect seven (7) members of the Company’s Board (the “Board”), each to serve until the next annual meeting of the Company’s shareholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal (“Proposal No. 1”);

To consider and vote on a proposal to waive the limit on the number of shares of Common Stock that may be issued to the holders of the Company’s Senior Secured Convertible Notes (the “Convertible Notes”) pursuant to the NYSE American LLC (the “NYSE American”), 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 Company’s pre-transaction outstanding common stock (the “Exchange Cap”) (“Proposal No. 2”);

To consider and vote on a proposal to ratify the Board’s selection of CBIZ CPAs P.C. as the Company’s independent registered public accountants for the fiscal year ending December 31, 2025 (“Proposal No. 3”); and

4.	To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The foregoing items of business are more fully described in the proxy statement (the “Proxy Statement”) that is attached and made a part of this notice of Annual Meeting. Only shareholders of record of common stock, par value $0.0001 per share (the “Common Stock”) at the close of business on November 24, 2025 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

The Board recommends that you vote “FOR” each director nominee and “FOR” each of Proposals No. 2 and No. 3.

Only shareholders of record at the close of business (5:00 p.m. Eastern Time) on November 24, 2025 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof. Whether or not you expect to attend the virtual Annual Meeting, please complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope in order to ensure representation of your shares of Common Stock. It will help in our preparations for the Annual Meeting if you would check the box on the form of proxy if you plan on attending the virtual Annual Meeting. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.

Voting materials, which include this Proxy Statement and the enclosed proxy card, will be first mailed to shareholders on or about November 25, 2025. If you desire to submit your vote via internet or telephone, follow the instructions at www.proxyvote.com and use the 16-digit control number provided in the proxy materials.

If you hold shares in the name of a brokerage firm, bank, nominee or other institution, you must provide a legal proxy from that institution in order to vote your shares at the Annual Meeting, except as otherwise discussed in the Proxy Statement.

All shareholders are cordially invited to attend the virtual Annual Meeting.

Durham, North Carolina	By Order of the Board of Directors,
November 25, 2025	/s/ Francis Knuettel II
	Francis Knuettel II
	Chief Financial Officer, Treasurer and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on December 17, 2025: This notice of Annual Meeting and the Proxy Statement are available at www.proxyvote.com.

TABLE OF CONTENTS

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS	1
Information Concerning the Proxy Materials and the Annual Meeting	1
Voting Procedures and Vote Required	2
Delivery of Documents to Shareholders Sharing an Address	3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	4
ELECTION OF DIRECTORS (Proposal No. 1)	6
Vote Required and Recommendation	8
CORPORATE GOVERNANCE	9
Board of Directors	9
Director Independence	9
Board Meetings and Attendance	9
Annual Meeting Attendance	9
Shareholder Communications with the Board	9
Committees of Our Board of Directors	10
Family Relationships	11
Involvement in Certain Legal Proceedings	11
Leadership Structure of the Board	11
Risk Oversight	11
Insider Trading Arrangements and Policies	12
Hedging Policy	12
Information About Our Executive Officers	12
Delinquent Section 16(a) Reports	13
DIRECTOR COMPENSATION	14
EXECUTIVE OFFICER COMPENSATION	15
Summary Compensation Table for Fiscal Years 2024 and 2023	15
Employment Agreements	16
Outstanding Equity Awards as of December 31, 2024	20
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	26
Review, Approval or Ratification of Transactions with Related Parties	26
AUDIT COMMITTEE REPORT	33
Role of the Audit Committee	33

APPROVAL TO WAIVE THE EXCHANGE CAP IN CONNECTION WITH THE CONVERTIBLE NOTE FINANCING (Proposal No. 2)	34
Background	34
Convertible Note Financing	34
NYSE American Requirements and the Necessity of Shareholder Approval	34
What is the Effect on Current Shareholders if Proposal No. 2 is Approved?	35
What is the Effect on Current Shareholders if Proposal No. 2 is NOT Approved?	35
Additional Information	35
Vote Required and Recommendation	35
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS (Proposal No. 3)	36
Fees Paid to Independent Registered Public Accounting Firm	36
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accountant	36
Vote Required and Recommendation	36
FUTURE SHAREHOLDER PROPOSALS	38
EXPENSES AND SOLICITATION	39
OTHER BUSINESS	40
Other Matters Brought Before the Meeting	40
ADDITIONAL INFORMATION	41
Shareholders Entitled to Vote	41
How to Vote	41
If You Are a Registered Holder of Common Stock	41
Revocability of Proxies	41
Information Regarding the Company	41
Notice Regarding the Availability of Proxy Materials	41
INCORPORATION OF DOCUMENTS BY REFERENCE	42
Proxy Card	43

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