{"url_path":"/sec/pths/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1919246/0001919246-26-000070-index.html","accession_number":"0001919246-26-000070","cik":"0001919246","ticker":"PTHS","issuer_name":"Pelthos Therapeutics Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1919246/0001919246-26-000070-index.html","primary_entity_key":"0001919246","primary_entity_name":"Pelthos Therapeutics Inc."},"word_count":229,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds\n\nRecent Sales of Unregistered Securities\n\nOn January 12, 2026, the Company, LNHC and Channel, as co-borrowers (together with the Company, the “Borrowers”), entered into the Venture Loan and Security Agreement by and among the Borrowers and Horizon, as lender and collateral agent. The Venture Loan and Security Agreement provides for a senior secured term loan facility in an aggregate principal amount of up to $50.0 million.\n\n73\n\nIn 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, of the Company at an exercise price of $27.49 per share. These warrants are exercisable for ten years from January 12, 2026.\n\nThe offer and sale of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act, as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the above securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof."}