Pelthos Therapeutics Inc.

This summary is intended to provide you with basic information concerning the Convertible Note Financing and the Committed Equity Financing. The full text of each of the form of Convertible Note and the November 2025 Securities Purchase Agreement were filed as exhibits to our Current Report on Form 8-K filed with the SEC on November 7, 2025.

Our Bylaws provide that, on all matters (other than the election of directors and except to the extent otherwise required by our Articles of Incorporation, Bylaws or applicable Nevada law), a majority of all the votes cast by holders of shares of Common Stock present in person, by remote communication, if applicable, or represented by proxy at the Annual Meeting entitled to vote will be required for approval. Accordingly, a majority of all the votes cast by holders of the shares of Common Stock present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote on the matter will be required to approve the issuance of Convertible Shares pursuant to the Convertible Note Financing. Broker non-votes will not be counted as votes cast and will have no effect on the outcome of this proposal. This proposal is considered a “non-routine” matter under NYSE American rules. As a result, brokers may not vote on this proposal without specific instructions from the beneficial owner.

At the Annual Meeting, a vote will be taken on a proposal to waive the Exchange Cap.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE TO APPROVE THE EXCHANGE CAP WAIVER IN CONNECTION WITH THE CONVERTIBLE NOTE FINANCING.