On Dec 23, Pelthos Therapeutics Enters Asset Purchase Agreement With Hatchtech; Hatchtech Sells Rights To Xeglyze Product To Co. For $1.8M

 

On December 23, 2025, Pelthos Therapeutics Inc., a Nevada corporation (the "Company") entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Hatchtech Pty Ltd ACN 098 559 409, an Australian corporation ("Hatchtech"), pursuant to which Hatchtech sold all of its right, title and interest in (i) the product developed by Hatchtech with Abametapir as its sole active ingredient for the treatment of head lice infestation in humans (the "Xeglyze Product"), (ii) all intangible assets of Hatchtech including intellectual property of Hatchtech relating to the Xeglyze Product, including, without limitation (A) certain patent and patent applications, together with all issuances, divisions, continuations, continuations-in-part, reissues, extensions, reexaminations, and renewals and (B) certain trademarks, service marks, trade names and registered user names, including registrations and applications for registration thereof, together with all goodwill associated therewith; (iii) certain copyright registrations and applications; (iv) all Product Know-How (as defined in the Asset Purchase Agreement); (v) all books, records, manuals, Regulatory Materials (as defined in the Asset Purchase Agreement), and other materials; (vi) all governmental licenses, permits, approvals, license applications, license amendment applications and products registrations concerning the Xeglyze Product; and (vii) all inventory, finished goods, work-in-process, raw materials, components, packaging, supplies, equipment, machinery, tooling, computers, hardware, furniture, fixtures, and other tangible personal property and tangible materials owned by Seller and used or held for use exclusively or primarily in connection with the Xeglyze Product (collectively, the "Acquired Assets").

 

In connection with the transactions contemplated by the Asset Purchase Agreement, the Company previously entered into a Down Payment Agreement with Hatchtech on November 20, 2025 (the "Down Payment Agreement"), pursuant to which the Company paid a $450,000 deposit to Hatchtech (the "Down Payment").

 

The aggregate purchase price payable by the Company to Hatchtech for the Acquired Assets is $1,800,000 (the "Purchase Price") and consists of (i) the Down Payment of $450,000 paid by the Company to Hatchtech on November 20, 2025 and (ii) a cash payment of $1,350,000 paid by the Company to Hatchtech on December 23, 2025. 

 

Pursuant to the terms of the Asset Purchase Agreement, the Company has the right to claw back up to a maximum amount of 100% of the Purchase Price for certain defaults of Hatchtech under the Asset Purchase Agreement. Additionally, the Company has the right to claw back 100% of the Purchase Price in the event the closing of the transactions contemplated by the Asset Purchase Agreement did not occur on or prior to December 29, 2025 (the "Closing Date").

 

The transactions contemplated by the Asset Purchase Agreement were consummated on the Closing Date.

 

The foregoing descriptions of the Down Payment Agreement and Asset Purchase Agreement are not complete and are subject to and qualified in their entirety by reference to the Asset Purchase Agreement and the Down Payment Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein, with confidential portions redacted, as applicable.