M&A - Chromocell Therapeutics Corp

Form Type: DEFM14C

Filing Date: 2025-05-27

Corporate Action: Merger

Type: New

Accession Number: 000114036125020509

Filing Summary: Channel Therapeutics Corporation has filed a Definitive Information Statement regarding its agreement to merge with LNHC, Inc., with Channel Therapeutics Corporation as the surviving entity. The merger, effective upon the completion of the necessary conditions, will see each share of LNHC being converted into shares of Channel's Series A Convertible Preferred Stock based on a stipulated valuation of both companies. The transaction has been unanimously approved by Channel's Board of Directors and a Special Committee, reflecting favorable assessments of both strategic and financial benefits. Stockholder approval was secured through a written consent from majority shareholders, thereby obviating the need for a special meeting. In connection with the merger, several ancillary actions are noted, including a name change to Pelthos Therapeutics Inc., the establishment of an Amended and Restated 2023 Equity Incentive Plan, and a contemplated reverse stock split to meet listing requirements. This merger is part of a larger strategy to consolidate operations and focus on the commercialization of LNHC's product candidates after the transaction closes, with shares expected to trade under the symbol 'PTHS' post-merger.

Form Type: PREM14C

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000114036125018219

Filing Summary: Channel Therapeutics Corporation is initiating a merger with LNHC, Inc., with a merger agreement dated April 16, 2025. Under this agreement, Channel’s wholly owned subsidiary, CHRO Merger Sub Inc., will merge with LNHC, resulting in LNHC becoming a wholly owned subsidiary of Channel. As part of the merger, each share of LNHC capital stock will convert into shares of Channel Series A Convertible Preferred Stock based on a stipulated value of $15 million for Channel and $67 million for LNHC, with specific exchange ratios outlined in the merger agreement. The completion of the merger is contingent upon stockholder approval and other conditions. Following the merger, Channel aims to rename itself as Pelthos Therapeutics Inc. and expects to receive significant funding from a PIPE financing round involving the issuance of approximately 50,100 shares of Series A Preferred Stock. Governance decisions, including amendments to the articles of incorporation and compensation plans, have also received stockholder approval, allowing the transaction to proceed without a stockholder meeting. The stockholder approval was executed by majority stockholders via written consent.