Ligand Pharmaceuticals Incorporated filed Amendment No. 2 to its Schedule 13D with the SEC on November 3, 2026, disclosing a planned $33,750,000 investment in Pelthos Therapeutics Inc. and the issuer's entry into a merger agreement with Castle Creek Biosciences, Inc., with the triggering event dated October 30, 2026.

Key Highlights

  • Beneficial ownership: Ligand Pharmaceuticals Incorporated reported aggregate beneficial ownership of 5,189,177.10 shares of Pelthos common stock, representing 49.9% of the class.
  • Planned Series B investment: Ligand agreed to purchase 33,750 shares of Pelthos Series B Convertible Preferred Stock, par value $0.0001, for an aggregate purchase price of $33,750,000.00, together with warrants to purchase 291,688 shares of common stock.
  • Bridge note credit: A portion of Ligand's purchase price will be satisfied by transferring to Pelthos a bridge promissory note issued by Castle Creek Biosciences in the principal amount of $3,675,000.00, with the remaining $30,075,000.00 expected to be paid in cash.
  • Merger structure: Pelthos entered into an Agreement and Plan of Merger on October 30, 2026 with Castle Creek Biosciences, Inc. as the merger partner, to be accomplished through a two-step merger intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code.
  • Merger consideration: Securityholders of Castle Creek Biosciences are to receive, in the aggregate, 5,200,000 shares of Pelthos common stock, expected to represent approximately 32.5% of the fully diluted common stock immediately following the First Merger and before the Concurrent Financing.
  • Minimum financing condition: The Concurrent Financing requires Pelthos to have received at least $57.5 million at closing from all investors in the transaction.

Ligand's Expanded Position in Pelthos and the Planned Castle Creek Biosciences Merger

According to the filing, Ligand Pharmaceuticals Incorporated, a Delaware corporation with its principal business address at 7111 Fairway Drive, Suite 302, Palm Beach Gardens, Florida 33418, currently holds sole voting and dispositive power over 5,189,177.10 shares of Pelthos Therapeutics common stock. That figure consists of 1,500,000 shares of common stock, 3,427,868.1 shares underlying 34,278.681 shares of Series A Convertible Preferred Stock, and 261,309 shares underlying a Senior Secured Convertible Note. The filing states that Ligand may not convert the Series A Preferred Stock or the Convertible Note to the extent that doing so would cause Ligand and its affiliates to exceed 49.9% of outstanding common stock.

On October 30, 2026, Ligand entered into a Securities Purchase Agreement to acquire 33,750 shares of Pelthos Series B Convertible Preferred Stock, each with a stated value of $1,000, along with warrants covering 291,688 shares of common stock, for an aggregate price of $33,750,000.00. The filing describes this as part of the Concurrent Financing, also referred to in the issuer's filings as the "PIPE Financing." The source of funds for both the bridge note and the cash portion is described as Ligand's general working capital. The Concurrent Financing is conditioned on, among other things, NYSE American listing approval for the shares issuable upon conversion of the Series B Preferred Stock and exercise of the warrants, and the minimum $57.5 million aggregate funding threshold.

Pelthos also entered into the Merger Agreement on October 30, 2026, providing for Castle Creek Biosciences to merge with and into a Pelthos subsidiary in a two-step structure. Beyond the base merger consideration of 5,200,000 common shares, the agreement provides for contingent cash milestone payments, contingent shares of common stock issuable upon FDA approval of Castle Creek's product candidate D-Fi, and 80% of the net proceeds from any sale of a priority review voucher granted in connection with D-Fi's approval, according to the filing.

What Was Disclosed

Ligand Pharmaceuticals filed Amendment No. 2 to its Schedule 13D covering Pelthos Therapeutics common stock, reporting a planned $33,750,000 Series B preferred stock investment, related warrant rights, and Pelthos's entry into a merger agreement with Castle Creek Biosciences, Inc., all with an event date of October 30, 2026.