LIGAND PHARMACEUTICALS INC - 17 Dec 2025 Form 4 Insider Report for Pelthos Therapeutics Inc. (CHRO)

Role
Director, 10%+ Owner
Signature
/s/ Octavio Espinoza, Chief Financial Officer of Ligand Pharmaceuticals Incorporated
Issuer symbol
CHRO
Transactions as of
17 Dec 2025
Net transactions value
$0
Form type
4
Filing time
19 Dec 2025, 16:15:06 UTC
Previous filing
10 Nov 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
LIGAND PHARMACEUTICALS INC Director, 10%+ Owner 555 HERITAGE DRIVE, SUITE 200, JUPITER /s/ Octavio Espinoza, Chief Financial Officer of Ligand Pharmaceuticals Incorporated 19 Dec 2025 0000886163

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PTHS Senior Secured Convertible Note Disposed to Issuer $9,000,000 0 17 Dec 2025 Common Stock 261,309 $34.44 Direct F1, F2
transaction PTHS Senior Secured Convertible Note Award $9,000,000 $9,000,000 17 Dec 2025 Common Stock 302,724 $29.73 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.