v3.26.1
STOCKHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY STOCKHOLDERS’ EQUITY
See Note 1 — “Organization and Description of Business” as it relates to the July 1, 2025 Merger and PIPE Financing.
Initial Public Offering
On February 21, 2024, the Company completed its IPO and issued 110,000 shares of Common Stock at a price of $60.00 per share. The aggregate net proceeds from the IPO were approximately $5,900 after deducting approximately $900 of underwriting discounts and commissions and offering expenses.
Stock Split
On February 15, 2024, the Company effected a 9-for-1 reverse stock split. All share and per share amounts have been retrospectively adjusted for the reverse stock split.
On July 1, 2025, the Company effected a 10-for-1 reverse stock split. All share and per share amounts have been retrospectively adjusted for the reverse stock split.
2023 Plan Amendment
On June 12, 2024, the Board authorized an amendment to the Pelthos Therapeutics Inc. 2023 Equity Incentive Plan (as further amended and/or restated, the “2023 Plan”) to increase the number of shares of Common Stock authorized for issuance thereunder by 150,000 from 44,444 shares to 194,444 shares. On October 22, 2024, the 2023 Plan Amendment was approved by the affirmative vote of a majority of the outstanding shares of Common Stock present in person, by remote communication, if applicable, or represented by proxy at the Annual Meeting. On April 16, 2025, pursuant to a written consent of the majority of shareholders of the Company, the number of shares authorized for issuance under the 2023 Plan was increased to 2,400,000 shares. The Company’s board of directors approved the increase to the 2023 Plan on June 26, 2025. As of June 30, 2026, there were 395,272 shares available for future stock-based award issuance under the 2023 Plan.
Warrants
On February 21, 2024, the Company issued warrants to purchase up to 5,500 shares of Common Stock to the representative of the underwriters of the IPO. These warrants had an exercise price of $75.00, have a cashless exercise provision, were exercisable 180 days following the commencement of sales of the shares of Common Stock of the IPO and have an expiration date of February 21, 2029.
On September 18, 2025, these warrants were repriced to $33.31 per share. This modification resulted in a difference in fair value of $31 which was reflected in additional paid in capital, with no net impact, due to the equity treatment of these warrants associated with the IPO equity issuance cost.
In connection with the Venture Loan and Security Agreement, the Company issued to Horizon warrants to purchase up to 65,488 shares of common stock, par value $0.0001 per share, at an exercise price of $27.49 per share. The Initial Horizon Warrants are exercisable for ten years from the Venture Loan and Security Agreement Closing Date. See Note 7 — “Notes Payable” for additional detail regarding the Initial Horizon Warrants.
Outstanding Securities and Issuable Common Shares
The following tables present the Company’s outstanding securities and common shares issuable upon the assumed exercise, conversion, or settlement of the respective securities as of June 30, 2026:
Outstanding Convertible Notes and Common Stock Warrants
Securities OutstandingConversion Ratio / Exercise PriceCommon Shares Issuable
Convertible notes payable— (1)$29.73 626,344 
Underwriter warrants to purchase Common Stock associated with the IPO5,500 $33.31 5,500 
Initial Horizon Warrants to purchase Common Stock65,488 $27.49 65,488 
(1) Assumes conversion of the $18,621 aggregate Convertible Notes principal amount and accrued PIK interest as of June 30, 2026 at the Convertible Conversion Price of $29.73. On July 1, 2026, the Company capitalized PIK interest for the second quarter of 2026 interest payment due in the amount of $396. As discussed in Note 7 — “Notes Payable,” as required by the Convertible Notes Subordination Agreement, PIK interest is added to the outstanding principal balance of the Convertible Notes each reporting period. Assuming the Convertible Notes are held until the Convertible Maturity Date, there are 716,440 shares of Common Stock that would issuable upon the conversion of the final Convertible Notes principal and total PIK interest.
Outstanding Common and Preferred Stock
Shares OutstandingConversion RatioCommon Shares Issuable
Common Stock3,718,624 — 3,718,624 
Preferred stock series A52,128 100.00 (1)5,212,800 
Preferred stock series C2,600 — (2)34,667 
(1) Assumes conversion of outstanding Series A Convertible Preferred Stock based on the conversion formula in the Certificate of Designations equal to $1,000, divided by $10.00 per share, as adjusted for the 10-for-1 Reverse Stock Split.
(2) Assumes conversion of all outstanding Series C Convertible Redeemable Preferred Stock based on the optional conversion formula in the Certificate of Designations (stated value divided by 125% of the IPO price).
Outstanding Stock-Based Compensation Awards
Awards OutstandingExercise PriceCommon Shares Issuable
Stock options1,466,488 $16.04 (1)1,466,488 
Nonvested restricted stock units404,714 — 404,714 
(1) Represents the weighted average exercise price of outstanding stock options as of June 30, 2026.
Committed Equity Financing
The Company has a Common Stock Purchase Agreement, dated as of July 26, 2024 (the “CEF Purchase Agreement”), with Tikkun Capital LLC (“Tikkun”), providing for a committed equity financing facility under which the Company may, at its sole discretion, subject to the terms and conditions contained in the CEF Purchase Agreement, sell up to an aggregate of $30,000 of the Company’s shares of Common Stock to Tikkun, The CEF Purchase Agreement is scheduled to automatically terminate on August 1, 2026. During 2024, the Company tendered 15,597 shares to Tikkun for proceeds of approximately $109.
Stock Based Compensation
Stock Compensation Expense
The 2023 Plan provides for the grant of the following awards: (i) incentive stock options, (ii) nonstatutory stock options, (iii) SARs, (iv) restricted stock awards, (v) restricted stock unit awards and (vi) other stock awards. Eligible plan participants include employees, directors, and consultants.
Options to purchase the Company’s common stock may be granted at a price no less than the fair value of a common stock share on the date of grant. The Black-Scholes option-pricing model uses the common stock fair value based on the closing sales price for a share as quoted on any established securities exchange for such grant date or the last preceding date for which such quotation exists. Vesting terms of options issued are determined by the board of directors or compensation committee of the board. The Company’s stock options vest based on terms in the stock option agreements and have a maximum term of ten years. The Company determined the expected volatility assumption for options granted using the historical volatility of comparable public companies’ common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future option grants, until such time that the Company’s Common Stock has enough market history to use historical volatility. The dividend yield assumption for options granted is based on the Company’s history and expectation of dividend payouts. The Company has never declared nor paid any cash dividends on its Common Stock, and the Company does not anticipate paying any cash dividends in the foreseeable future. The Company recognizes option forfeitures as they occur as there is insufficient historical data to accurately determine future forfeiture rates.
The Company accounts for RSUs based on their estimated fair values on the date of grant. The fair value of RSUs is estimated based on the closing price of the underlying common stock on the date of grant. Stock-based compensation expense related to the RSUs is recognized on a straight-line basis over the requisite service period.
The Company recognizes RSU forfeitures as they occur as there is insufficient historical data to accurately determine future forfeiture rates.
During the three and six months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense within the condensed consolidated statements of operations as follows:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Selling, general and administrative$2,760 $394 $4,668 $850 
Total$2,760 $394 $4,668 $850 
During the three and six months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense based on the type of award as follows:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Stock options$1,747 $342 $2,987 $746 
Restricted stock units1,013 52 1,681 104 
Total$2,760 $394 $4,668 $850 
The following provides detail regarding future stock-based compensation as of June 30, 2026:
As of June 30, 2026
Unamortized ExpenseRemaining Life
Stock options$8,933 1.95 years
Restricted stock units$4,116 1.94 years
Stock Options
The activity related to stock options during the six months ended June 30, 2026 consisted of the following:
Stock OptionsNumber of
Shares		Weighted
Average
Exercise
Price		Weighted
Average
Remaining
Life		Aggregate Intrinsic Value (thousands)
Outstanding December 31, 20251,506,551$15.96 $25,861 
Granted47,47523.01 
Expired(78,538)19.04 
Exercised(9,000)13.14 
Outstanding June 30, 20261,466,488$16.04 8.41 years$20,875 
Exercisable June 30, 2026269,837$25.06 5.66 years$3,786 
Vested and expected to vest June 30, 20261,466,488$16.04 8.41 years$20,875 
The activity related to stock options during the six months ended June 30, 2025 consisted of the following:
Stock OptionsNumber of
Shares		Weighted
Average
Exercise
Price		Weighted
Average
Remaining
Life		Aggregate Intrinsic Value (thousands)
Outstanding December 31, 202487,049 $58.48 $— 
Granted7,899 13.50 
Expired— — 
Exercised— — 
Outstanding June 30, 202594,948 $54.73 8.78 years$27 
Exercisable June 30, 202550,913 $86.50 8.50 years$18 
Vested and expected to vest June 30, 202594,948 $54.73 8.78 years$27 
The following weighted-average assumptions were used to estimate the fair value of stock options granted during the six months ended June 30, 2026 and 2025:
For The Six Months Ended
June 30,
20262025
Expected volatility88.37 %148.33 %
Risk-free interest rate3.86 %4.48 %
Expected term (in years)6.0010.00
Expected dividend yield— %— %
Weighted-average fair value per option$17.30 $12.80 
Restricted Stock Units
The activity related to RSUs during the six months ended June 30, 2026 consisted of the following:
Non-vested RSUsRSUsWeighted-
Average
Grant Date
Fair Value
Non-vested at December 31, 2025464,921$13.98 
Granted15,57623.01 
Vested(50,495)12.97 
Forfeited(25,288)14.99 
Non-vested at June 30, 2026404,714$14.39 
The activity related to RSUs during the six months ended June 30, 2025 consisted of the following:
Non-vested RSUsRSUsWeighted-
Average
Grant Date
Fair Value
Non-vested at December 31, 202429,218$10.77 
Granted—— 
Vested(9,270)11.82 
Forfeited—— 
Non-vested at June 30, 202519,948$10.67 
Subsequent Event
On July 1, 2026, the Company granted 179,050 performance stock units to Company employees.