Form 4 for PTHS Pelthos Therapeutics Inc.
Accepted 2025-07-03 00:00:00 ET · period of report 2025-07-01 · accession 0001753926-25-001075 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2025-07-03 | 2025-07-01 | PTHS | Davis Todd C | Dir, 10% | C - Cnv Deriv | $10.00 | +1.50M | 1.50M | New | +$15.00M |
| DI | 2025-07-03 | 2025-07-01 | PTHS | Davis Todd C | Dir, 10% | C - Cnv Deriv | $0.00 | -15.0K | 3,000 | -83% | $0 |
| DI | 2025-07-03 | 2025-07-01 | PTHS | Davis Todd C | Dir, 10% | J - Other | — | +31.3K | 3.13M | +1% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-07-01 | C | A | 1,500,000 | $10.00 | 1,500,000 | I By Ligand Pharmaceuticals Incorporated | — | — | (F1) The numbers reported herein have been adjusted to reflect the 1-for-10 reverse stock split effected by the Issuer on July 1, 2025. (F2) Todd Davis is the Chief Executive Officer and a member of the board of directors of Ligand Pharmaceuticals Inc. ("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. |
| 2 | Derivative | Series A Convertible Preferred Stock | 2025-07-01 | C | D | 15,000 | $0.00 | 3,000 | I See footnote | $10.00 · — to — | 1,500,000 Common Stock | (F3) The Series A convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. The Series A convertible preferred stock is subject to a contractual limitation such that the holder may not convert Series A convertible preferred stock to the extent that after giving effect to such conversion, the holder (together with its attribution parties as defined in the certificate of designations) would beneficially own in excess of 49.9% of the shares of common stock outstanding immediately after giving effect to such conversion. (F2) Todd Davis is the Chief Executive Officer and a member of the board of directors of Ligand Pharmaceuticals Inc. ("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. (F1) The numbers reported herein have been adjusted to reflect the 1-for-10 reverse stock split effected by the Issuer on July 1, 2025. |
| 3 | Derivative | Series A Convertible Preferred Stock | 2025-07-01 | J | A | 31,278.68 | — | 3,127,868 | I See footnote | $10.00 · — to — | 3,127,868 Common Stock | (F4) Received in exchange for shares of LNHC, Inc. ("LNHC") common stock in connection with the merger of CHRO Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of the Issuer, with and into LNHC, a wholly-owned subsidiary of Ligand, with LNHC continuing as a wholly-owned subsidiary of the Issuer and the surviving corporation of the merger, pursuant to the Merger Agreement, dated as of April 16, 2025, by and among the Issuer, Merger Sub, LNHC, and solely for the purposes of Article III thereof, Ligand. (F3) The Series A convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. The Series A convertible preferred stock is subject to a contractual limitation such that the holder may not convert Series A convertible preferred stock to the extent that after giving effect to such conversion, the holder (together with its attribution parties as defined in the certificate of designations) would beneficially own in excess of 49.9% of the shares of common stock outstanding immediately after giving effect to such conversion. (F2) Todd Davis is the Chief Executive Officer and a member of the board of directors of Ligand Pharmaceuticals Inc. ("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. (F1) The numbers reported herein have been adjusted to reflect the 1-for-10 reverse stock split effected by the Issuer on July 1, 2025. |