Pelthos Therapeutics Inc.

12/19/2025 | Press release | Distributed by Public on 12/19/2025 15:15

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LIGAND PHARMACEUTICALS INC
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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
555 HERITAGE DRIVE, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025
(Street)
JUPITER, FL 33458
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Senior Secured Convertible Note $34.442 12/17/2025 D $9,000,000 11/06/2025 11/06/2027 Common Stock 261,309(1)(2) (1)(2) 0 (1)(2) D
Senior Secured Convertible Note $29.73 12/17/2025 A $9,000,000 11/06/2025 11/06/2027 Common Stock 302,724(1)(2) (1)(2) $9,000,000(1)(2) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LIGAND PHARMACEUTICALS INC
555 HERITAGE DRIVE, SUITE 200
JUPITER, FL 33458
X X

Signatures

/s/ Octavio Espinoza, Chief Financial Officer of Ligand Pharmaceuticals Incorporated 12/19/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On November 6, 2025, Pelthos Therapeutics Inc. (the "Issuer") entered into a Securities Purchase Agreement with the reporting person and certain other investors, pursuant to which the Issuer issued a senior secured convertible note (the "Convertible Note") in the aggregate principal amount of $9 million to the reporting person on November 6, 2025. The Convertible Note may be converted into Common Stock at a conversion price of $34.442 per share. The Convertible Note includes a beneficial ownership limitation of 49.9% with respect to the reporting person.
(2) On December 17, 2025, at the annual meeting of the Issuer's shareholders, the Issuer's shareholders approved the waiver of the limit on the number of shares of Common Stock that may be issued to the holders of the Convertible Notes pursuant to the rules of the NYSE American LLC, 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 Issuer's pre-transaction outstanding common stock. As a result, the conversion price of the Convertible Note was reduced from $34.442 per share to $29.73 per share. The reduction in the conversion price is reported above as the cancellation of a Convertible Note and the acquisition of a new Convertible Note.

Remarks:
The reporting person may be deemed to be a director by deputization by virtue of the fact that each of Todd Davis, Chief Executive Officer of the reporting person, and Richard Baxter, Senior Vice President of Investment Operations of the reporting person, serves on the board of directors of the Issuer.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Pelthos Therapeutics Inc. published this content on December 19, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 19, 2025 at 21:15 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]