Pelthos Therapeutics (PTHS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 22, 2024, to be held virtually, with voting on five key proposals including director elections, equity plan amendment, waiver of NYSE share issuance cap, reincorporation merger, and auditor ratification.

• Board recommends voting in favor of all proposals and director nominees.

• Proxy materials and voting instructions are available online, with voting open to shareholders of record as of September 20, 2024.

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.

• Proposal to waive the NYSE American 20% Exchange Cap for certain private placements, enabling additional share issuances under convertible note and committed equity financings.

• Approval of reincorporation merger from Delaware to Nevada, with a name change to Channel Therapeutics Corporation.

• Ratification of Marcum LLP as independent registered public accountants for fiscal year ending December 31, 2024.

Board of directors and corporate governance

• Board consists of five members, with three determined to be independent under NYSE American rules.

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

• Board held six meetings in 2023; no annual meeting was held in 2023.

• Stockholders can communicate with the Board via a dedicated email address.