Pelthos Therapeutics Inc. filed a Post-Effective Amendment No. 1 to two previously filed Form S-8 registration statements on November 12, 2026, to register Rollover Shares under the company's newly adopted 2026 Equity Incentive Plan on NYSE:PTHS.

Key Highlights

  • Prior registrations amended: The filing amends two earlier S-8 registration statements, File No. 333-278674 (covering 444,444 shares, filed April 15, 2024) and File No. 333-288980 (covering 2,400,000 shares, filed July 25, 2025).
  • Stockholder approval: The 2026 Equity Incentive Plan was approved by stockholders at the annual meeting held on September 29, 2026, which also served as the plan's effective date.
  • Rollover Shares: The amendment registers 164,409 shares that remained available but unawarded under the Prior Plan, plus up to 1,990,572 shares subject to outstanding Prior Plan awards that may be forfeited, expired, or terminated without issuance.
  • Newly Authorized Shares excluded: According to the filing, the 500,000 Newly Authorized Shares under the 2026 Plan are being registered under a separate, contemporaneously filed Form S-8 and are not covered by this amendment.
  • No new filing fee: The filing states that "no new filing fee is due upon the filing of this Post-Effective Amendment" in accordance with Commission Compliance and Disclosure Interpretation 126.43.
  • Prior Plan superseded: The 2026 Plan replaced and superseded the Prior Plan as of the September 29, 2026 effective date, and no further awards will be granted under the Prior Plan.

Pelthos Therapeutics Transitions Equity Program to 2026 Incentive Plan Structure

Pelthos Therapeutics Inc., a Nevada corporation headquartered in Durham, North Carolina, filed this Post-Effective Amendment No. 1 to update two previously effective S-8 registration statements. The company, which classifies itself as a non-accelerated filer, a smaller reporting company, and an emerging growth company, made this filing to align its registered securities with the transition from its 2023 Equity Incentive Plan to the newly adopted 2026 Equity Incentive Plan. The 2026 Plan was approved at the company's annual stockholder meeting on September 29, 2026.

According to the filing, the total pool of shares reserved under the 2026 Plan consists of three components: 500,000 Newly Authorized Shares, 164,409 shares that were available but unawarded under the Prior Plan as of the effective date, and up to 1,990,572 shares tied to outstanding Prior Plan awards that may eventually be returned to the pool through forfeiture, expiration, or termination without issuance. This Post-Effective Amendment covers only the second and third categories, collectively defined in the filing as the "Rollover Shares."

The filing notes that the amendment was made pursuant to Item 512(a)(1)(iii) of Regulation S-K and Commission Compliance and Disclosure Interpretation 126.43, and explicitly states that "the Registrant is not registering any additional shares of Common Stock on this Post-Effective Amendment that were not previously approved by the Registrant's stockholders as of the Effective Date." John M. Gay, the company's Chief Financial Officer, is named as the agent for service in the filing. The company's legal counsel for the matter is listed as Smith, Anderson, Blount, Dorsett, Mitchell and Jernigan, L.L.P., based in Raleigh, North Carolina.

What Was Disclosed

Pelthos Therapeutics filed a Post-Effective Amendment No. 1 to two S-8 registration statements to register Rollover Shares, comprising up to 164,409 previously available shares and up to 1,990,572 shares from outstanding Prior Plan awards, under the company's 2026 Equity Incentive Plan following stockholder approval on September 29, 2026.