Todd C. Davis - 01 Jul 2025 Form 4 Insider Report for Pelthos Therapeutics Inc. (CHRO)

Reporting relationship: Director, 10%+ Owner
Issuer ticker: CHRO
Reported as of: 01 Jul 2025
Net transaction value: +$15,000,000
SEC form: 4
Accepted by SEC: 03 Jul 2025, 21:02:33 UTC
Prior SEC filing: 02 Jul 2025
Next SEC filing: 07 Jul 2025
Source filing: View source filing
Reporting owner signature: /s/ Todd C. Davis

Key filing fact

Todd C. Davis filed Form 4 for Pelthos Therapeutics Inc. (CHRO) on 03 Jul 2025.

Key facts

This page summarizes Todd C. Davis's Form 4 filing for Pelthos Therapeutics Inc. (CHRO).
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 03 Jul 2025, 21:02.

Change

Previous filing in this sequence was filed on 02 Jul 2025.
Current net transaction value: +$15,000,000.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001392029 Primary reporting owner

Davis Todd C

Relationship: Director, 10%+ Owner
Address: C/O PELTHOS THERAPEUTICS INC., 4020 STIRRUP CREEK DRIVE, DURHAM
Signature: /s/ Todd C. Davis
Signature date: 03 Jul 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

PTHS transaction

Common Stock

Conversion of derivative security

Transaction value: $15,000,000
Shares: +1,500,000
Change %
Price: $10.00
Shares after: 1,500,000
Date: 01 Jul 2025
Ownership: By Ligand Pharmaceuticals Incorporated
Footnotes: F1, F2

PTHS holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 2,917
Date: 01 Jul 2025
Ownership: Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

PTHS transaction Derivative

Series A Convertible Preferred Stock

Conversion of derivative security

Transaction value: $0
Shares: -15,000
Change %: -83%
Price: $0.000000
Shares after: 3,000
Date: 01 Jul 2025
Ownership: See footnote
Underlying class: Common Stock
Underlying amount: 1,500,000
Exercise price: $10.00
Footnotes: F1, F2, F3

PTHS transaction Derivative

Series A Convertible Preferred Stock

Other

Transaction value
Shares: +31,279
Change %: +1%
Price
Shares after: 3,127,868
Date: 01 Jul 2025
Ownership: See footnote
Underlying class: Common Stock
Underlying amount: 3,127,868
Exercise price: $10.00
Footnotes: F1, F2, F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.