[8-K] Journey Medical Corporation Reports Material Event

Rhea-AI Filing Summary

Journey Medical (NASDAQ:DERM) filed an 8-K detailing the June 24, 2025 annual meeting results and a Fourth Amended & Restated Certificate of Incorporation. Stockholders owning 85.0% of voting power approved three items:

• Election of six directors for one-year terms
• Ratification of KPMG LLP as 2025 auditor (32,468,451 for; 10,433 against)
• Adoption of the amended charter, which now exculpates corporate officers from certain personal liability

Total votes for the charter change were 25,373,988 for and 798,994 against, with 10,387 abstentions and 6,319,771 broker non-votes. The filing is effective upon Delaware acceptance and is furnished as Exhibit 3.1.

Positive

• None.

Negative

• Adoption of officer exculpation provision in the charter potentially lowers management accountability and could be viewed unfavorably by shareholder-rights advocates.

Insights

Corporate Governance Expert

TL;DR: Officer exculpation reduces liability, modestly weakens investor protections.

The amended charter expands Section 102(b)(7) protections to officers, shielding them from monetary damages for breach of duty of care. While Delaware law now allows this, only a minority of small-cap issuers have adopted it. The vote margin—3.0% opposition—shows limited but notable dissent. Governance risk rises slightly: investors may face higher hurdles in derivative litigation, potentially reducing management accountability. No change to capital structure or voting rights, so immediate valuation impact is muted, yet proxy-advisory services could flag it going forward.

Proxy Analyst

TL;DR: Routine board re-elections; charter change passes comfortably.

All six directors secured >97% support, signalling stable shareholder sentiment. Auditor ratification passed with 99.9% support, suggesting no material audit concerns. Turnout of 85% is high for a micro-cap, underscoring engaged ownership. The governance amendment aligns the company with recent Delaware statute updates, limiting litigation costs, but could raise ISS/Glass Lewis scrutiny. Overall, the filing does not alter financial outlook yet may influence ESG scores.

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

FAQ

What governance change did DERM shareholders approve on June 24 2025?

Investors approved the Fourth Amended & Restated Charter, adding an officer exculpation clause that limits personal liability for breaches of duty of care.

How many votes supported Journey Medical's charter amendment?

The amendment received 25,373,988 votes for versus 798,994 votes against, with 10,387 abstentions and 6,319,771 broker non-votes.

Did DERM shareholders re-elect the entire board in 2025?

Yes, all six nominees were re-elected; the highest support was 26,070,024 votes for Michael Pearce.

Which audit firm will audit Journey Medical for FY-2025?

Shareholders ratified KPMG LLP with 32,468,451 votes for, 10,433 against, and 24,256 abstentions.

What was the shareholder turnout at DERM's 2025 annual meeting?

Holders of 19,663,140 common and 6,000,000 Class A shares voted, representing 85.04% of eligible shares.