Pelthos Therapeutics Inc. 8-K

What Happened
Pelthos Therapeutics Inc. announced that its Board expanded from seven to eight members and appointed Andrew J. Einhorn to fill the new seat, effective December 23, 2025. Mr. Einhorn, age 66, is a finance executive with recent roles as a fractional CFO and strategic advisor at Danforth Advisors, LLC and prior CFO roles at RVL Pharmaceuticals and Edge Therapeutics. He will serve until the Company’s 2026 annual meeting and has been affirmed by the Board as an “independent director” under Nasdaq and SEC rules. He will join the Board’s Audit Committee and Compensation Committee.

Key Details

• Board expanded from seven to eight members; appointment effective December 23, 2025.
• Mr. Einhorn will serve until the 2026 annual meeting (or until a successor is elected).
• Compensation: grant of 12,000 restricted stock units (RSUs) under the 2023 Equity Incentive Plan; each RSU equals one share and vests on January 1, 2027. He will receive the Company’s standard non-employee director pay and an indemnification agreement like other directors.
• No related-party transactions requiring Item 404(a) disclosure; press release announcing the appointment filed as Exhibit 99.1.

Why It Matters
For investors, this adds an experienced finance executive to Pelthos’s Board and places him on the Audit Committee, which is relevant for financial oversight. The 12,000 RSU grant is a standard equity retainer that vests over time; it represents potential dilution only if and when shares are issued upon vesting. The appointment may strengthen board financial expertise ahead of future corporate milestones.