Pelthos Therapeutics (PTHS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on October 22, 2024, to vote on key proposals including board elections, equity plan amendments, capital structure changes, and auditor ratification.

• Shareholders of record as of September 20, 2024, are eligible to vote on the proposals, with materials distributed starting September 30, 2024.

• The board recommends voting in favor of all director nominees and all proposals presented.

Voting matters and shareholder proposals

• Election of five directors to serve until the 2025 annual meeting.

• Amendment to the 2023 Equity Incentive Plan to increase authorized shares for issuance by 1,500,000, from 444,444 to 1,944,444.

• Waiver of the NYSE American Exchange Cap to allow issuance of more than 20% of pre-transaction common stock in certain financings.

• Approval of a reincorporation merger to move the company from Delaware to Nevada and change its name to Channel Therapeutics Corporation.

• Ratification of Marcum LLP as independent registered public accountants for 2024.

Board of directors and corporate governance

• Board consists of five members, with three deemed independent under NYSE American rules.

• Board committees include audit, compensation, and nominating/governance, each composed of independent directors.

• The board held six meetings in 2023; no annual meeting was held that year.

• No family relationships or recent legal proceedings involving directors or officers.