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2025-08-28
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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): August 28, 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 1.01. Entry into a Material Definitive Agreement.
On August 28, 2025, Journey Medical Corporation
(the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities,
Inc. (“B. Riley”) and Lake Street Capital Markets, LLC (“Lake Street”), as sales agents or principals (each of
B. Riley and Lake Street, an “Agent,” and together, the “Agents”), under which the Company may offer and sell,
from time to time at its sole discretion, 3,750,000 shares of its common stock, par value $0.0001 per share (the “Shares”),
through or to the Agents. The issuance and sale, if any, of Shares by the Company under the Sales Agreement will be made pursuant to the
Company’s registration statement on Form S-3 (File No. 333-269079), which was originally filed with the Securities and Exchange
Commission (the “SEC”) on December 30, 2022 and declared effective on January 26, 2023, and the prospectus supplement, dated
and filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”)
on August 28, 2025.
Under the Sales Agreement, the Agents may sell
Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities
Act. The Agents will use commercially reasonable efforts to sell the Shares from time to time, based upon instructions from the Company
(including any price, time or size limits or other customary parameters or conditions the Company may impose). The Sales Agreement contains
customary representations, warranties, and agreements of the Company and the Agents. The Company will pay each Agent a commission
of 3.0% of the gross proceeds from the sales of Shares sold through such Agent under the Sales Agreement and has provided the Agents with
customary indemnification and contribution rights. The Company will also reimburse the Agents for certain expenses incurred in connection
with the Sales Agreement.
The Company is not obligated to make any sales
of Shares under the Sales Agreement. The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the
sale of all Shares subject to the Sales Agreement or (ii) the termination of the Sales Agreement in accordance with its terms.
The foregoing description of the Sales Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which
is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the legal opinion of
Troutman Pepper Locke LLP relating to the legality of the issuance of the Shares in the offering is attached as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of an offer to buy any Shares, nor shall there be any sale of such Shares in any state in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 1.02 Termination of a Material Definitive
Agreement
As
previously disclosed, on December 30, 2022 the Company entered into that certain At Market Issuance Sales Agreement (the “Original
Sales Agreement”) with B. Riley pursuant to which the Company could offer and sell, from time to time at its sole discretion, 4,900,000
shares of its common stock, through or to B. Riley, in sales deemed to be an “at the market offering” as defined in
Rule 415(a)(4) under the Securities Act. Effective as of August 28, 2025, the Company terminated the Original Sales Agreement.
Following the termination of the Original Sales
Agreement, the Company may not offer or sell any additional shares of common stock under the Original Sales Agreement. From December 30,
2022 to August 28, 2025, the Company sold 4,121,318 shares of common stock pursuant to the Original Sales Agreement.
The foregoing description of the Original Sales
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Original Sales Agreement,
a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2023, and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
Exhibit
Number |
|
Description |
| |
|
|
| 5.1 |
|
Opinion of Troutman Pepper
Locke LLP. |
| 10.1 |
|
At Market Issuance Sales
Agreement, dated as of August 28, 2025, by and among Journey Medical Corporation, B. Riley Securities, Inc. and Lake Street Capital
Markets, LLC. |
| 23.1 |
|
Consent of Troutman Pepper
Locke LLP (contained in Exhibit 5.1). |
| 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: August 28, 2025 |
|
|
|
By: |
/s/ Claude Maraoui |
| |
|
Claude Maraoui |
| |
|
President and Chief Executive Officer |
