{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-120457","form_type":"8-K","ticker":"PTHS","cik":"0001919246","company_name":"Pelthos Therapeutics Inc.","filed_at":"2026-10-30T13:17:39+00:00","discovered_at":"2026-10-30T13:19:00.268150+00:00","generated_at":"2026-10-30T13:19:17.366123+00:00","sec_items":["1.01","2.03","3.02","3.03","5.03","5.02","5.07","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Pelthos to merge with Castle Creek in stock deal; up to $300M D-Fi milestones plus $57.5M PIPE","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-120457","json":"https://secwatch.observer/filing/0001104659-26-120457.json","markdown":"https://secwatch.observer/filing/0001104659-26-120457.md","text":"https://secwatch.observer/filing/0001104659-26-120457.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1919246/000110465926120457/0001104659-26-120457-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1919246/000110465926120457/tm2628523d1_8k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-30T13:19:17.366123+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}