Pelthos agrees to merge with Castle Creek Biosciences; Castle Creek holders to own 32.5%

Pelthos Therapeutics agreed on October 30, 2026 to merge with Castle Creek Biosciences in a two-step merger, with Castle Creek becoming a wholly owned subsidiary. Castle Creek holders would receive 5,200,000 Pelthos shares at closing, plus contingent shares, milestone payments and priority review voucher proceeds, and would own about 32.5% of Pelthos on a fully diluted basis before the PIPE financing. Closing requires stockholder approvals from both companies and is expected by the end of the first quarter of 2027.

Key points

• 5,200,000 Pelthos common shares issued to Castle Creek holders at closing, about 32.5% of fully diluted shares before the PIPE financing
• Up to 5,800,000 additional Pelthos shares if FDA approval of D-Fi is received on or before March 31, 2036
• Up to $300 million in milestone payments tied to D-Fi clinical, commercial and net sales targets, plus 80% of any priority review voucher sale proceeds
• Either party may terminate if the First Merger is not completed by February 1, 2027, subject to extension to March 31, 2027 in certain circumstances

The filing

Items reported: 1.01 Material Definitive Agreement2.03 New Direct Financial Obligation3.02 Unregistered Equity Sale3.03 Change to Shareholder Rights5.02 Director / Officer Change5.03 Bylaw / Charter Amendment5.07 Shareholder Vote Results7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 11:44 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on October 30, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.