false
--12-31
0001867066
0001867066
2025-06-24
2025-06-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 24, 2025
Journey Medical Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | |
001-41063 | |
47-1879539 |
(State or Other Jurisdiction
of Incorporation) | |
(Commission File Number) | |
(IRS
Employer Identification No.) |
9237 E Via de Ventura Blvd., Suite 105
Scottsdale, AZ 85258
(Address of Principal Executive Offices)
(480) 434-6670
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act. |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act. |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2b under
the Exchange Act. |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act. |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common Stock |
DERM |
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 24, 2025, following stockholder approval at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”)
of Journey Medical Corporation (the “Company” or “Journey”), the Company filed with the Secretary of State for
the State of Delaware its Fourth Amended and Restated Certificate of Incorporation (the “Fourth Amended and Restated Charter”),
effective upon filing, to provide for, among other things, officer exculpation, as described in the Company’s definitive proxy statement
for the 2025 Annual Meeting filed with the Securities and Exchange Commission on April 29, 2025. The foregoing description of the
Fourth Amended and Restated Charter does not purport to be complete and is qualified in its entirety by reference to the text of the Fourth
Amended and Restated Charter, which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by
reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On June 24, 2025, the Company held its 2025
Annual Meeting at 11:00 a.m. Eastern Time by means of an online virtual meeting platform. Stockholders representing 19,663,140 shares
of common stock, par value $0.0001 per share (the “Common Stock”), of the Company and 6,000,000 shares of the Company’s
Class A Common Stock of the Company, or 85.04% of the 23,120,937 shares entitled to vote, were represented in person or by proxy,
constituting a quorum.
At the 2025 Annual Meeting, the following three
proposals were approved: (i) the election of six directors to hold office until the 2026 annual meeting of stockholders; (ii) the
ratification of the appointment of KPMG LLP as Journey’s independent registered public accounting firm for the year ending December 31,
2025; and (iii) the approval of the Fourth Amended and Restated Charter. The three proposals are described in detail in Journey’s
definitive proxy statement on Schedule 14A for the 2025 Annual Meeting filed with the SEC on April 29, 2025.
As of the April 25, 2025 record date for
the determination of the stockholders entitled to notice of, and to vote at, the 2025 Annual Meeting, 17,120,937 shares of the Company’s
Common Stock were outstanding and eligible to vote with an aggregate of 17,120,937 votes and 6,000,000 shares of the Company’s Class A
Common Stock were outstanding and eligible to vote with an aggregate of 18,840,000 votes, as determined in accordance with Article IV,
Section 3.2 of the Company’s Third Amended and Restated Certificate of Incorporation.
Proposal 1
The votes with respect to the election of six
directors to hold office until the 2026 annual meeting of stockholders were as follows:
| Director | |
Votes For | | |
Votes
Withheld | | |
Broker Non-Votes | |
| Lindsay A. Rosenwald, M.D. | |
25,498,701 | | |
684,668 | | |
6,319,771 | |
| Claude Maraoui | |
25,713,887 | | |
469,482 | | |
6,319,771 | |
| Neil Herskowitz | |
25,428,625 | | |
754,744 | | |
6,319,771 | |
| Justin Smith | |
25,689,779 | | |
493,590 | | |
6,319,771 | |
| Miranda Toledano | |
25,652,600 | | |
530,769 | | |
6,319,771 | |
| Michael Pearce | |
26,070,024 | | |
113,345 | | |
6,319,771 | |
Proposal 2
The vote with respect to the ratification of KPMG
LLP as Journey’s independent registered accounting firm for the year ending December 31, 2025 was as follows:
| Total Votes For | | |
Total Votes Against | | |
Abstentions | |
| | 32,468,451 | | |
| 10,433 | | |
| 24,256 | |
Proposal 3
The vote with respect to the approval of the
Fourth Amended and Restated Charter to provide for, among other things, officer exculpation, was as follows:
| Total Votes For | | |
Total Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 25,373,988 | | |
| 798,994 | | |
| 10,387 | | |
| 6,319,771 | |
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are furnished herewith:
Exhibit
Number |
|
Description |
| 3.1 |
|
Fourth Amended and Restated Certificate of Incorporation, filed June 24, 2025 |
| 104 |
|
Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
Journey Medical Corporation |
| |
|
| |
(Registrant) |
| |
|
| Date: June 26, 2025 |
|
| |
By: |
/s/ Claude Maraoui |
| |
|
Claude Maraoui |
| |
|
Chief Executive Officer, President and Director |
