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 its newly approved 2026 Equity Incentive Plan.

Key Highlights

  • 2026 Plan approved: Stockholders approved the Pelthos Therapeutics Inc. 2026 Equity Incentive Plan at the annual meeting held on September 29, 2026.
  • Prior Plan superseded: The 2026 Plan replaced and superseded the 2023 Equity Incentive Plan, and according to the filing, no further awards will be granted under the Prior Plan.
  • Rollover Shares: 164,409 shares that remained available but unissued under the Prior Plan, plus up to 1,990,572 shares subject to outstanding awards under the Prior Plan that may be forfeited or expire, are covered by this amendment.
  • Newly Authorized Shares excluded: The filing states that 500,000 newly authorized shares under the 2026 Plan are not registered in this amendment but are covered by a separate, contemporaneously filed Form S-8.
  • No new filing fee: The registrant disclosed that no new filing fee is due upon the filing of this Post-Effective Amendment, citing Commission Compliance and Disclosure Interpretation 126.43.
  • Prior registrations covered: The amendment applies to Registration No. 333-278674 (originally filed April 15, 2024, covering 444,444 shares) and Registration No. 333-288980 (originally filed July 25, 2025, covering 2,400,000 shares).

Pelthos Therapeutics Updates Equity Plan Registration Following 2026 Stockholder Vote

According to the filing, Pelthos Therapeutics Inc. (NYSE American: PTHS), a Nevada corporation headquartered in Durham, North Carolina, submitted this Post-Effective Amendment No. 1 to two earlier Form S-8 registration statements. The purpose, as the registrant disclosed, is to register the offer of "Rollover Shares" under the 2026 Equity Incentive Plan, which became effective on September 29, 2026, following stockholder approval at the company's 2026 annual meeting.

The filing explains that the Rollover Shares consist of two categories: 164,409 shares that were available for issuance under the Prior Plan but were not subject to outstanding awards as of the effective date, and up to 1,990,572 shares subject to awards outstanding under the Prior Plan as of that date, to the extent those awards are forfeited, expire, or otherwise terminate without shares being issued. The registrant clarified that it "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." Each share of Common Stock carries a par value of $0.0001 per share, as stated in the filing.

The registrant noted it is simultaneously filing a separate Form S-8 to cover the 500,000 Newly Authorized Shares under the 2026 Plan. The filing incorporates by reference a range of previously filed documents, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Quarterly Reports for the quarters ended March 31, June 30, and September 30, 2026, and several Current Reports on Form 8-K. John M. Gay, Chief Financial Officer, is listed as the agent for service in the filing.

What Was Disclosed

Pelthos Therapeutics filed a Post-Effective Amendment No. 1 to two S-8 registration statements to register rollover shares under its 2026 Equity Incentive Plan, which replaced the 2023 plan following stockholder approval on September 29, 2026. No new shares beyond those previously approved were registered.