Ligand subsidiaries, Chromocell Therapeutics to merge

Ligand Pharmaceuticals (LGND) and Channel Therapeutics (CHRO) announced the signing of a definitive merger agreement to combine Ligand’s wholly owned subsidiaries, Pelthos Therapeutics Inc. and LNHC, Inc. with CHRO Merger Sub Inc., a wholly owned subsidiary of Channel. The merger will be supported by $50M in capital raised from a group of strategic investors led by Murchinson. Upon completion of the transaction, the combined company will operate under the name Pelthos Therapeutics Inc. and trade on the NYSE American exchange under the ticker “PTHS.” Under the terms of the merger agreement, Channel will acquire 100% of the issued and outstanding equity interests of Pelthos, and will change its name to Pelthos Therapeutics. In connection with the transaction, Ligand has agreed to invest $18M in the combined company and the Investor Group has agreed to invest $32M for a total of $50M. Upon completion of the transaction, Plesha will become CEO of the combined company and Knuettel will become CFO. The Board of Directors will consist of Plesha, two independent directors, Peter Greenleaf and Matt Pauls, two board members appointed by Ligand, and an additional two independent directors who are reasonably acceptable to Murchinson, both of whom are current Channel board members.The transaction is expected to close in the summer of 2025, subject to customary closing conditions.