SEC Comment Letter 0000000000-24-013421 to Pelthos Therapeutics Inc. (PTHS)
Pelthos Therapeutics Inc.
Date: Dec. 5, 2024 · CIK: 0001919246 · Accession: 0000000000-24-013421
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File numbers found in text: 333-269188
Letter
December 5, 2024 Francis Knuettel II Chief Executive Officer Channel Therapeutics Corporation 4400 Route 9 South, Suite 1000 Freehold, NJ 07728 Re:Channel Therapeutics Corporation Post-Effective Amendment No. 3 to Registration Statement on Form S-1 Filed November 22, 2024 File No. 333-269188 Dear Francis Knuettel II: We have reviewed your post-effective amendment and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Post-Effective Amendment No. 3 to Registration Statement on Form S-1 Filed November 22, General 1.We note your disclosure in the explanatory note that you are filing this post-effective amendment pursuant to Securities Act Rule 414(d) to adopt, as your own following a reincorporation, the registration statement initially filed on January 11, 2023 and declared effective on February 14, 2024. We further note that the effective registration statement included a resale prospectus. However, the legal opinion filed as Exhibit 5.2 to the post-effective amendment does not opine as to the shares covered by the resale prospectus. Please revise your post-effective amendment to file an updated legal opinion opining as to such shares or otherwise advise.
December 5, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jessica Dickerson at 202-551-8013 or Joe McCann at 202-551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc:Charles E. Chambers Jr., Esq.
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December 5, 2024
Francis Knuettel II
Chief Executive Officer
Channel Therapeutics Corporation
4400 Route 9 South, Suite 1000
Freehold, NJ 07728
Re:Channel Therapeutics Corporation
Post-Effective Amendment No. 3 to Registration Statement on Form S-1
Filed November 22, 2024
File No. 333-269188
Dear Francis Knuettel II:
We have reviewed your post-effective amendment and have the following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Post-Effective Amendment No. 3 to Registration Statement on Form S-1 Filed November 22,
2024
General
1.We note your disclosure in the explanatory note that you are filing this post-effective
amendment pursuant to Securities Act Rule 414(d) to adopt, as your own following a
reincorporation, the registration statement initially filed on January 11, 2023 and
declared effective on February 14, 2024. We further note that the effective registration
statement included a resale prospectus. However, the legal opinion filed as Exhibit 5.2
to the post-effective amendment does not opine as to the shares covered by the resale
prospectus. Please revise your post-effective amendment to file an updated legal
opinion opining as to such shares or otherwise advise.
December 5, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Please contact Jessica Dickerson at 202-551-8013 or Joe McCann at 202-551-6262
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Charles E. Chambers Jr., Esq.