Pelthos Therapeutics Inc 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934☒For the fiscal year ended December 31, 2025or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___________ to ___________Commission file number: 001-41964 Pelthos Therapeutics Inc. (Exact name of registrant as specified in its charter) 4020 Stirrup Creek Drive, Suite 110Durham, NC 27703 (Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code:(919) 908-2400 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the common stock held by non-affiliates of the registrant, as of June 30, 2025, the last business day ofthe second fiscal quarter, was approximately $6.7million based on a closing price of $12.60 per share on such date. Shares of commonstock held by each director, each officer and each person who owns 10% or more of the outstanding common stock have beenexcluded from this calculation in that such persons may be deemed to be affiliates. The determination of affiliate status is notnecessarily conclusive. The registrant had 3,355,543 shares of its common stock outstanding as of March11, 2026. References in this Annual Report on Form 10-K to the “Company,” “Pelthos,” “we,” “us,” or “our” mean Pelthos Therapeutics Inc.unless otherwise expressly stated or the context indicates otherwise. Documents Incorporated By Reference:None. FORWARD-LOOKING STATEMENTS AND SUMMARY OF PRINCIPAL RISK FACTORS This Annual Report on Form 10-K contains forward-looking statements concerning our business, operations and financial performanceand condition, as well as our plans, objectives and expectations. Any statements contained herein that are not statements of historicalfacts may be deemed to be forward-looking statements. These statements are often identified by the use of words such as “believe,”“contemplate,” “continue,” “due,” “goal,” “objective,” “plan,” “seek,” “target,” “expect,” “anticipate,” “intend,” “may,” “will,”“would,” “could,” “should,” “potential,” “predict,” “project,” or “estimate,” and similar expressions or variations. These statements arebased on the beliefs and assumptions of management based on information currently available to management. Forward-lookingstatements involve known and unknown risks, uncertainties and othe