Pelthos to merge with Castle Creek in stock deal; up to $300M D-Fi milestones plus $57.5M PIPE

Pelthos Therapeutics Inc.

Pelthos to issue 5.2M shares to Castle Creek stockholders, who are expected to own ~32.5% of Pelthos fully diluted pre-PIPE, excluding contingent shares.
Milestones: $50M on D-Fi clinical milestone by 6/30/2029; $50M on first U.S. sale; $50M at $100M TTM sales; $75M at $250M; $75M at $500M.
Up to 5.8M contingent shares if FDA approves D-Fi by 3/31/2036 (cut 5%/quarter after 3/31/2031); 80% of PRV proceeds; 10% escrow.
PIPE: 57,500 Series B preferred at $1,000 stated value plus 496,951 warrants for ~$57.5M; option buyer can add up to $26.6M; max $80M.
Ligand and holders of ~56.2% voting power approved share issuances by written consent; board grows from 8 to 10 with two Castle Creek designees.

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