{"schema_version":"secwatch.filing_event.v1","accession":"0001753926-25-001715","form_type":"8-K","ticker":"PTHS","cik":"0001919246","company_name":"Pelthos Therapeutics Inc.","filed_at":"2025-11-07T23:59:59+00:00","discovered_at":"2026-05-14T18:02:41.061401+00:00","generated_at":"2026-05-16T23:09:36.061595+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Pelthos raises $18M via convertible notes; acquires Xepi from Biofrontera","bullets":["Issued $18.0M aggregate 8.5% senior secured convertible notes due Nov 2027; conversion price $34.442/sh (adjustable to $29.73 on shareholder approval).","Acquired Xepi (ozenoxacin) cream from Biofrontera for up to $10M: $3M cash upfront, $1M conditional, $6M milestone payments.","Entered Ferrer License Agreement for exclusive manufacture/commercialization of Xepi in US; 12-year initial term.","Granted investors 5% royalty on Xepi net sales and rights to Sato/ZELSUVMI milestone payments under convertible note."],"urls":{"canonical":"https://secwatch.observer/filing/0001753926-25-001715","json":"https://secwatch.observer/filing/0001753926-25-001715.json","markdown":"https://secwatch.observer/filing/0001753926-25-001715.md","text":"https://secwatch.observer/filing/0001753926-25-001715.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1919246/000175392625001715/0001753926-25-001715-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1919246/000175392625001715/g084989_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T23:09:36.061595+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":[{"claim_id":"72060b3674c6f630bdc109b21d3075c84e1e3032","claim":"Pelthos Therapeutics Inc. incurred convertible notes of $18.0 million with Investors, including Ligand Pharmaceuticals Incorporated at 8.5% per annum (increases to 18.0% in the event of default) maturing November 6, 2027.","evidence_excerpt":"On November 6, 2025, Pelthos Therapeutics Inc., a Nevada corporation (the “ Company ”), entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with certain investors, including Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Ligand ”) (collectively, the “ Investors ”), pursuant to which, among other things, on the Closing Date, the Investors purchased for cash, and the Company issued and sold to the Investors, senior secured convertible notes of the Company (the “ Convertible Notes ”) in the aggregate original principal amount of $18.0 million, which are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) (such transaction, the “ Convertible Note Financing ”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1919246/000175392625001715/0001753926-25-001715-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001140361-26-018597","ticker":"PS","company_name":"PERSHING SQUARE INC.","filed_at":"2026-05-01T23:59:59+00:00","headline":"Pershing Square Inc. completes IPO and private placement; enters $350M credit facility","event_type":"other_material","sec_items":["1.01","2.03","3.02","8.01","5.02","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 3.02, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-018597","json":"https://secwatch.observer/filing/0001140361-26-018597.json","markdown":"https://secwatch.observer/filing/0001140361-26-018597.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2026053/000114036126018597/0001140361-26-018597-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2026053/000114036126018597/ny20040230x31_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"On November 6, 2025, Pelthos Therapeutics Inc., a Nevada corporation (the “ Company ”), entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with certain investors, including Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Ligand ”) (collectively, the “ Investors ”), pursuant to which, among other things, on the Closing Date, the Investors purchased for cash, and the Company issued and sold to the Investors, senior secured convertible notes of the Company (the “ Convertible Notes ”) in the aggregate original principal amount of $18.0 million, which are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) (such transaction, the “ Convertible Note Financing ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1919246/000175392625001715/0001753926-25-001715-index.htm","comparable_excerpt":"on April 30, 2026, the Company and a syndicate of banks, led by Bank of America, N.A., as administrative agent, entered into a credit agreement (the “ Credit Agreement ”). The Credit Agreement consists of (i) a senior secured revolving credit facility (the “ Revolving Facility ”) in an aggregate principal amount of $250,000,000 and (ii) a senior secured term loan facility in an aggregate principal amount of $100,000,000","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2026053/000114036126018597/0001140361-26-018597-index.htm"}},{"accession":"0001437749-26-014595","ticker":"TRCK","company_name":"Track Group, Inc.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Track Group completes $10.3M PIPE and $21M term loan, reduces net debt 63%","event_type":"other_material","sec_items":["1.01","5.02","2.03","3.02","5.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 3.02, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-014595","json":"https://secwatch.observer/filing/0001437749-26-014595.json","markdown":"https://secwatch.observer/filing/0001437749-26-014595.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1045942/000143774926014595/0001437749-26-014595-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1045942/000143774926014595/trkg20260430_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"On November 6, 2025, Pelthos Therapeutics Inc., a Nevada corporation (the “ Company ”), entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with certain investors, including Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Ligand ”) (collectively, the “ Investors ”), pursuant to which, among other things, on the Closing Date, the Investors purchased for cash, and the Company issued and sold to the Investors, senior secured convertible notes of the Company (the “ Convertible Notes ”) in the aggregate original principal amount of $18.0 million, which are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) (such transaction, the “ Convertible Note Financing ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1919246/000175392625001715/0001753926-25-001715-index.htm","comparable_excerpt":"On April 30, 2026, the Company and certain subsidiaries of the Company (together with the Company, collectively, the “ Borrowers ”) entered into a Credit Agreement (the “ Credit Agreement ”) by and among the Borrowers, the lenders from time to time party thereto (the “ Lenders ”), and Chatham Capital Management, LLC, as administrative agent for the Lenders (the “ Administrative Agent ”). Pursuant to the Credit Agreement, the Lenders extended a credit facility in the maximum aggregate principal amount of $24.0 million, consisting of (a) a term loan (the “ Term Loan ”) in the principal amount of $21.0 million, which was funded in full on April 30, 2026, (b) a revolving line of credit in the principal amount of $2.0 million and (c) an interest line loan facility (the “ Interest Line Loan Facility ”) in the principal amount of $1.0 million.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1045942/000143774926014595/0001437749-26-014595-index.htm"}},{"accession":"0001213900-26-052884","ticker":"MSPR","company_name":"MSP Recovery, Inc.","filed_at":"2026-05-06T23:59:59+00:00","headline":"MSP Recovery secures $275K in discretionary advances from Hazel and Virage; appoints CRO amid liquidity strain","event_type":"other_material","sec_items":["1.01","2.03","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-052884","json":"https://secwatch.observer/filing/0001213900-26-052884.json","markdown":"https://secwatch.observer/filing/0001213900-26-052884.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1802450/000121390026052884/0001213900-26-052884-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1802450/000121390026052884/ea0289507-8k_msprecovery.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"On November 6, 2025, Pelthos Therapeutics Inc., a Nevada corporation (the “ Company ”), entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with certain investors, including Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Ligand ”) (collectively, the “ Investors ”), pursuant to which, among other things, on the Closing Date, the Investors purchased for cash, and the Company issued and sold to the Investors, senior secured convertible notes of the Company (the “ Convertible Notes ”) in the aggregate original principal amount of $18.0 million, which are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) (such transaction, the “ Convertible Note Financing ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1919246/000175392625001715/0001753926-25-001715-index.htm","comparable_excerpt":"On May 1, 2026, MSP Recovery, Inc. (the “Company”), through its subsidiaries, entered into a letter agreement with Hazel Partners Holdings LLC (“Hazel”), in its capacity as administrative agent and lender under the Company’s existing working capital credit facility (the “Hazel Letter Agreement”) to provide $0.1 million to be used primarily for operating expenses.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1802450/000121390026052884/0001213900-26-052884-index.htm"}},{"accession":"0001493152-26-021548","ticker":"BNC","company_name":"CEA Industries Inc.","filed_at":"2026-05-06T23:59:59+00:00","headline":"CEA Industries President/Director McDonald resigns; enters $10M loan at 9.5% with BitGo Prime","event_type":"other_material","sec_items":["1.01","2.03","5.02","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021548","json":"https://secwatch.observer/filing/0001493152-26-021548.json","markdown":"https://secwatch.observer/filing/0001493152-26-021548.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1482541/000149315226021548/0001493152-26-021548-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1482541/000149315226021548/form8-k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"On November 6, 2025, Pelthos Therapeutics Inc., a Nevada corporation (the “ Company ”), entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with certain investors, including Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Ligand ”) (collectively, the “ Investors ”), pursuant to which, among other things, on the Closing Date, the Investors purchased for cash, and the Company issued and sold to the Investors, senior secured convertible notes of the Company (the “ Convertible Notes ”) in the aggregate original principal amount of $18.0 million, which are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) (such transaction, the “ Convertible Note Financing ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1919246/000175392625001715/0001753926-25-001715-index.htm","comparable_excerpt":"On April 30, 2026, the parties to the Loan Agreement agreed to a loan request for 10 million USDC at a loan fee amount of 9.5% per annum and an initial maturity date of October 30, 2026, with option to renew for additional 6-month terms on a rolling basis.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1482541/000149315226021548/0001493152-26-021548-index.htm"}},{"accession":"0001628280-26-029840","ticker":null,"company_name":"Ares Core Infrastructure Fund","filed_at":"2026-05-04T23:59:59+00:00","headline":"Ares Core Infrastructure Fund acquires Rover Pipeline subsidiaries, assumes ~$1.09B term loan debt","event_type":"other_material","sec_items":["2.03","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: debt_financing","same SEC item: 2.03, 8.01, 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-029840","json":"https://secwatch.observer/filing/0001628280-26-029840.json","markdown":"https://secwatch.observer/filing/0001628280-26-029840.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2031750/000162828026029840/0001628280-26-029840-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2031750/000162828026029840/aci-20260428.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"On November 6, 2025, Pelthos Therapeutics Inc., a Nevada corporation (the “ Company ”), entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with certain investors, including Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Ligand ”) (collectively, the “ Investors ”), pursuant to which, among other things, on the Closing Date, the Investors purchased for cash, and the Company issued and sold to the Investors, senior secured convertible notes of the Company (the “ Convertible Notes ”) in the aggregate original principal amount of $18.0 million, which are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) (such transaction, the “ Convertible Note Financing ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1919246/000175392625001715/0001753926-25-001715-index.htm","comparable_excerpt":"On April 28, 2026, in connection with an investment in a portfolio company, Ares Core Infrastructure Fund (the “Fund”) acquired two wholly owned indirect subsidiaries, BCP Renaissance Parent L.L.C. (the “Rover Borrower”) and BCP Renaissance, L.L.C. (the “ Rover Borrower Subsidiary”), who are parties to a Credit Agreement, dated as of October 31, 2017 (as amended, the “Rover Credit Agreement”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2031750/000162828026029840/0001628280-26-029840-index.htm"}},{"accession":"0001213900-26-051696","ticker":"OLOX","company_name":"OLENOX INDUSTRIES INC.","filed_at":"2026-05-04T23:59:59+00:00","headline":"Subsidiary SG Echo LLC files Chapter 11; Olenox continues normal operations","event_type":"other_material","sec_items":["1.03","2.04","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: debt_financing","same SEC item: 9.01","same event type: other_material","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-051696","json":"https://secwatch.observer/filing/0001213900-26-051696.json","markdown":"https://secwatch.observer/filing/0001213900-26-051696.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026051696/0001213900-26-051696-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026051696/ea0289100-8k_olenox.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"On November 6, 2025, Pelthos Therapeutics Inc., a Nevada corporation (the “ Company ”), entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with certain investors, including Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Ligand ”) (collectively, the “ Investors ”), pursuant to which, among other things, on the Closing Date, the Investors purchased for cash, and the Company issued and sold to the Investors, senior secured convertible notes of the Company (the “ Convertible Notes ”) in the aggregate original principal amount of $18.0 million, which are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) (such transaction, the “ Convertible Note Financing ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1919246/000175392625001715/0001753926-25-001715-index.htm","comparable_excerpt":"The filing of the Chapter 11 Case constitutes an event of default that accelerated obligations under the following material debt instruments and agreements: (i) approximately $4 million (plus any accrued but unpaid interest in respect thereof) under that certain Loan and Security Agreement between SG Echo, LLC and Enhanced Capital Oklahoma Rural Fund, LLC, dated as of September 20, 2024 (the “Enhanced Loan Agreement”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1023994/000121390026051696/0001213900-26-051696-index.htm"}},{"accession":"0001492691-26-000042","ticker":"KNX","company_name":"Knight-Swift Transportation Holdings Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Knight-Swift closes $1.5B convertible note offering at 1.00% due 2031; proceeds used to repay term loans and revolver","event_type":"debt","sec_items":["1.01","2.03","3.02","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 3.02, 8.01, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001492691-26-000042","json":"https://secwatch.observer/filing/0001492691-26-000042.json","markdown":"https://secwatch.observer/filing/0001492691-26-000042.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1492691/000149269126000042/0001492691-26-000042-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1492691/000149269126000042/knx-20260505.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"On November 6, 2025, Pelthos Therapeutics Inc., a Nevada corporation (the “ Company ”), entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with certain investors, including Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Ligand ”) (collectively, the “ Investors ”), pursuant to which, among other things, on the Closing Date, the Investors purchased for cash, and the Company issued and sold to the Investors, senior secured convertible notes of the Company (the “ Convertible Notes ”) in the aggregate original principal amount of $18.0 million, which are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) (such transaction, the “ Convertible Note Financing ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1919246/000175392625001715/0001753926-25-001715-index.htm","comparable_excerpt":"On May 8, 2026, Knight-Swift Transportation Holdings Inc. (the \"Company\") completed its previously announced private offering (the \"Offering\") of $1.5 billion aggregate principal amount of 1.00% Convertible Senior Notes due 2031","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1492691/000149269126000042/0001492691-26-000042-index.htm"}},{"accession":"0001104659-26-057128","ticker":"PUMP","company_name":"ProPetro Holding Corp.","filed_at":"2026-05-07T23:59:59+00:00","headline":"ProPetro issues $690M zero-coupon convertible notes due 2031, expands credit facility","event_type":"debt","sec_items":["1.01","2.03","3.02","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: debt_financing","same SEC item: 1.01, 2.03, 3.02, 8.01, 9.01","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057128","json":"https://secwatch.observer/filing/0001104659-26-057128.json","markdown":"https://secwatch.observer/filing/0001104659-26-057128.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1680247/000110465926057128/0001104659-26-057128-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1680247/000110465926057128/tm2613899d1_8k.htm"},"side_by_side_evidence":{"fact_type":"debt_financing","source_excerpt":"On November 6, 2025, Pelthos Therapeutics Inc., a Nevada corporation (the “ Company ”), entered into a securities purchase agreement (the “ Securities Purchase Agreement ”) with certain investors, including Ligand Pharmaceuticals Incorporated, a Delaware corporation (“ Ligand ”) (collectively, the “ Investors ”), pursuant to which, among other things, on the Closing Date, the Investors purchased for cash, and the Company issued and sold to the Investors, senior secured convertible notes of the Company (the “ Convertible Notes ”) in the aggregate original principal amount of $18.0 million, which are convertible into shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”) (such transaction, the “ Convertible Note Financing ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1919246/000175392625001715/0001753926-25-001715-index.htm","comparable_excerpt":"On May 7, 2026, ProPetro Holding Corp. (the “ Company ”), issued $690 million aggregate principal amount of its 0.00% Convertible Senior Notes due 2031","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1680247/000110465926057128/0001104659-26-057128-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}