SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Friedberg Ezra M

(Last)

(First)

(Middle)

C/O PELTHOS THERAPEUTICS INC.

4020 STIRRUP CREEK DRIVE

(Street)

DURHAM

27703

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pelthos Therapeutics Inc. [ PTHS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2025		C		40,000⁽¹⁾	A	$10⁽¹⁾	40,000⁽¹⁾	I	By Balmoral Financial Group LLC⁽²⁾
Common Stock	07/01/2025		C		40,000⁽¹⁾	A	$10⁽¹⁾	40,000⁽¹⁾	I	By Key Recovery Group LLC⁽²⁾
Common Stock								54,573	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$10⁽¹⁾	07/01/2025		P		40,000		⁽³⁾	⁽³⁾	Common Stock	92,072⁽¹⁾	$0	40,000⁽³⁾	I	By Balmoral Financial Group LLC⁽²⁾
Series A Convertible Preferred Stock	$10⁽¹⁾	07/01/2025		P		40,000		⁽³⁾	⁽³⁾	Common Stock	40,000⁽¹⁾	$0	40,000⁽³⁾	I	By Key Recovery Group LLC⁽²⁾
Series A Convertible Preferred Stock	$10⁽¹⁾	07/01/2025		C			40,000	⁽³⁾	⁽³⁾	Common Stock	40,000⁽¹⁾	$0	0⁽³⁾	I	By Balmoral Financial Group LLC⁽²⁾
Series A Convertible Preferred Stock	$10⁽¹⁾	07/01/2025		C			40,000	⁽³⁾	⁽³⁾	Common Stock	40,000⁽¹⁾	$0	0⁽³⁾	I	By Key Recovery Group LLC⁽²⁾

Explanation of Responses:

1. The numbers reported herein have been adjusted to reflect the 1-for-10 reverse stock split effected by the Issuer on July 1, 2025.

2. Ezra Friedberg is the manager of Balmoral Financial Group LLC ("Balmoral") and the manager of Key Recovery Group LLC ("Key"). By virtue of this relationship, Mr. Friedberg may be deemed to beneficially own the shares of Common Stock held of record by each of Balmoral and Key. Mr. Friedberg disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.

3. The Series A convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. The Series A convertible preferred stock is subject to a contractual limitation such that the holder may not convert Series A convertible preferred stock to the extent that after giving effect to such conversion, the holder (together with its attribution parties as defined in the certificate of designations) would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion.

	/s/ Ezra Friedberg	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Director Friedberg Ezra M converted options into 80,000 shares (SEC Form 4)