Pelthos Therapeutics Inc. 4/A Filing

Key Financial Figures

• $0.0001 — ng to shares of common stock, par value $0.0001 per share ("Common Stock") of Pelthos T

Filing Documents

• wk-form4a_1775079918.html (4/A)
• wk-form4a_1775079918.xml (4/A) — 9KB
• pths-section16_poaxv5xdavis.htm (EX-24) — 7KB
• 0001919246-26-000046.txt ( ) — 17KB

From the Filing

SEC FORM 4/A SEC Form 4 FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. 1. Name and Address of Reporting Person * Davis Todd C (Last) (First) (Middle) C/O PELTHOS THERAPEUTICS INC. 4020 STIRRUP CREEK DRIVE, SUITE 110 (Street) DURHAM NORTH CAROLINA 27703 (City) (State) (Zip) UNITED STATES (Country) 2. Issuer Name and Ticker or Trading Symbol Pelthos Therapeutics Inc. [ PTHS ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below) 2a. Foreign Trading Symbol 3. Date of Earliest Transaction (Month/Day/Year) 06/14/2024 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person 4. If Amendment, Date of Original Filed (Month/Day/Year) 07/07/2025 Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock (1) 06/14/2024 A 12,900 (2) A $ 0 (2) 15,817 (3) D Common Stock (1) 11/13/2024 A 4,961 (2) A $ 0 (2) 20,778 (3) D Common Stock (1) 07/02/2025 A 19,108 (2) A $ 0 (2) 39,886 D Common Stock 1,500,000 I By Ligand Pharmaceuticals Incorporated (4) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Explanation of Responses: 1. From June 18, 2024 to July 7, 2025, the reporting person filed multiple Form 4s relating to shares of common stock, par value $0.0001 per share ("Common Stock") of Pelthos Therapeutics Inc. (the "Issuer"), issuable upon settlement of restricted stock units of the Issuer ("RSUs") granted to the reporting person pursuant to the Issuer's 2023 Equity Incentive Plan, as amended from time to time (the "2023 Plan"), each of which represents the right to receive one (1) share of Common Stock, subject to the vesting terms of such RSUs, and may be settled solely in shares of Common Stock. The original grant of RSUs was reported in Table II of the Form 4s filed by the reporting person (the "Original Form 4s"). This Form 4 amendment (this "Amendment") is being filed to amend the Original Form 4s in order to report the grant of such RSUs in Table I. 2. The RSUs were received as compensation for the reporting person's service as a member of the Issuer's board of directors pursuant to the 2023 Plan. The RSUs vest in equal installments on a quarterly basis after the date of such grant for a period of three years, so long as the reporting person remains in the service of the Issuer on each such anniversary. 3. Amounts have been adjusted to reflect the 1-for-10 reverse stock split effected by the Issuer on July 1, 2025. 4. Todd Davis is the Chief Executive Officer and a member of the board of directors of Ligand Pharmaceuticals Incorporated ("Ligand"). By virtue of this relationship, Mr. Davis may be deemed to beneficially own the shares of Common Stock held of record by Ligand. Mr. Davis disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.