Cover - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Aug. 10, 2026 |
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| Cover [Abstract] | ||
| Document Type | 10-Q/A | |
| Document Quarterly Report | true | |
| Document Period End Date | Mar. 31, 2026 | |
| Document Transition Report | false | |
| Entity File Number | 001-41964 | |
| Entity Registrant Name | Pelthos Therapeutics Inc. | |
| Entity Incorporation, State or Country Code | NV | |
| Entity Tax Identification Number | 86-3335449 | |
| Entity Address, Address Line One | 4020 Stirrup Creek Drive | |
| Entity Address, Address Line Two | Suite 110 | |
| Entity Address, City or Town | Durham | |
| Entity Address, State or Province | NC | |
| Entity Address, Postal Zip Code | 27703 | |
| City Area Code | (919) | |
| Local Phone Number | 908-2400 | |
| Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
| Trading Symbol | PTHS | |
| Security Exchange Name | NYSEAMER | |
| Entity Current Reporting Status | Yes | |
| Entity Interactive Data Current | Yes | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| Entity Shell Company | false | |
| Entity Common Stock, Shares Outstanding | 3,828,469 | |
| Amendment Flag | true | |
| Document Fiscal Period Focus | Q1 | |
| Document Fiscal Year Focus | 2026 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Central Index Key | 0001919246 | |
| Amendment Description | Pelthos Therapeutics, Inc. (together with its subsidiaries, the “Company”,“we”, “our” or “us”) is filing this Quarterly Report on Form 10-Q/A (Amendment No. 1), (the “Amendment”), to amend our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, originally filed with the Securities and Exchange Commission, (the “SEC”) on May 14, 2026, (the “Original Report”). The purpose of this Quarterly Report on Form 10-Q/A is to restate our condensed consolidated financial statements for the fiscal quarter ended March 31, 2026 to correct material errors as indicated below.Background of RestatementAs previously disclosed on the Company’s Current Report on Form 8-K filed on August 13, 2016, on August 12, 2026, the audit committee of our board of directors, (the “Audit Committee”), in consultation with management, concluded that the Company’s previously issued unaudited condensed consolidated balance sheet as of March 31, 2026, and the unaudited condensed consolidated statements of operations and comprehensive loss, unaudited condensed consolidated statements of stockholders’ equity (deficit) and the unaudited condensed consolidated statement of cash flows for the three months ended March 31, 2026 included in the Original Report (the “Non-Reliance Financial Statements”) should no longer be relied upon and be restated. This Amendment No. 1 is being filed on August 13, 2026 to restate the Non-Reliance Financial Statements.The restatement resulted from a misapplication of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements, related to certain Level 3 fair value measurements of the Company’s convertible debt, including valuation methodologies, specific valuation assumptions, and inputs, in the Company’s previously issued condensed consolidated financial statements for such periods.Effects of RestatementAs a result of the factors described above, the Company has included in this Amendment a restatement of its condensed consolidated financial statements for the Non-Reliance Financial Statements. See Note 2—Restatement of Previously Issued Financial Statements” to the accompanying condensed consolidated financial statements included in this Amendment for additional information on the restatement and the related financial statement effects. The restatement of the condensed consolidated financial statements had no impact on our cash position.Management considered the applicability of the New York Stock Exchange (“NYSE”) listing standards set forth in Section 303A.14, which implements Rule 10D-1 under the Securities Exchange Act of 1934, as amended, relating to the recovery of erroneously awarded incentive-based compensation. Based on this assessment, management determined that the circumstances giving rise to this Amendment do not constitute a triggering event under the Company's compensation recovery (“clawback”) policy, as no accounting restatement requiring recovery of incentive-based compensation occurred. Accordingly, the clawback provisions were not applicable in connection with this Form 10-Q/A, and no compensation was subject to recovery.Internal Control ConsiderationsWe have concluded that the errors in our accounting for the convertible debt resulted from a material weakness in our internal control over financial reporting that existed during and as of the three months ended March 31, 2026, and which continues to exist. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim condensed consolidated financial statements will not be prevented or detected on a timely basis. For a discussion of management’s consideration of the material weakness identified, see Part I, Item 4: Controls and Procedures included in this Amendment.Items Amended in this Form 10-Q/AThis Form 10-Q/A presents the Original Report, amended and restated with modifications as necessary to reflect the restatements. The following items have been amended to reflect the restatement:•Part I, Item 1: Financial Statements•Part I, Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations•Part I, Item 4: Controls and Procedures•Part II, Item 1A: Risk Factors.In addition, our principal executive officer and principal financial officer have provided new certifications dated as of the date of this Amendment No. 1. These certifications are included as Exhibits 31.1, 31.2, 32.1 and 32.2 hereto.For the convenience of the reader, this Form 10-Q/A sets forth the information in the Original Report in its entirety, as such information is modified and superseded where necessary to reflect the restatement. Except as described above, no other information included in the Original Report is being amended or updated by this Amendment. This Quarterly Report continues to describe the conditions as of the date of the Original Report, and the disclosures herein have not been updated to reflect events, results or developments that have occurred after the date of the Original Report, other than updating information regarding subsequent events. Accordingly, forward looking statements included in this Amendment represent management’s views as of the date of the Original Report and should not be assumed to be accurate as of any date thereafter. This Amendment should be read in conjunction with our filings made with the SEC subsequent to the Original Report date. |