Journey Medical (NASDAQ: DERM) adds 3.75M share ATM, ends prior deal

Rhea-AI Filing Summary

Journey Medical Corporation entered a new at‑the‑market equity program, signing an At Market Issuance Sales Agreement with B. Riley Securities and Lake Street Capital Markets. Under this arrangement, the company may, at its discretion, offer and sell up to 3,750,000 shares of common stock through or to the agents under its effective Form S‑3 shelf registration and related prospectus supplement.

The agents are entitled to a 3.0% commission on gross proceeds from any share sales and are indemnified by the company, with certain expenses reimbursed. At the same time, Journey Medical terminated its prior at‑the‑market agreement with B. Riley that had allowed sales of up to 4,900,000 shares of common stock, under which 4,121,318 shares were sold from December 30, 2022 to August 28, 2025.

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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.

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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).

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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

FAQ

What did Journey Medical Corporation (DERM) announce in this 8-K?

Journey Medical Corporation entered into a new At Market Issuance Sales Agreement with B. Riley Securities and Lake Street Capital Markets, allowing it to offer and sell up to 3,750,000 shares of common stock under its existing Form S-3 shelf registration and related prospectus supplement.

How many Journey Medical (DERM) shares can be sold under the new ATM program?

Under the new At Market Issuance Sales Agreement, Journey Medical may, from time to time at its sole discretion, sell up to 3,750,000 shares of its common stock through or to B. Riley Securities and Lake Street Capital Markets.

What commissions will B. Riley and Lake Street receive in the Journey Medical ATM?

For any shares sold under the new ATM program, Journey Medical will pay each agent a commission of 3.0% of the gross proceeds from the sales of common stock executed through that agent, along with reimbursing certain expenses and providing customary indemnification.

What happened to Journey Medical’s previous ATM agreement with B. Riley?

Effective August 28, 2025, Journey Medical terminated its prior At Market Issuance Sales Agreement with B. Riley, which had allowed sales of up to 4,900,000 shares of common stock in at-the-market offerings.

How many shares did Journey Medical sell under the original ATM with B. Riley?

From December 30, 2022 to August 28, 2025, Journey Medical sold 4,121,318 shares of common stock pursuant to the original At Market Issuance Sales Agreement with B. Riley Securities.

Is Journey Medical required to sell shares under the new ATM agreement?

No. Journey Medical is not obligated to make any sales of common stock under the new At Market Issuance Sales Agreement; sales, if any, will occur at the company’s discretion, and the program ends when all 3,750,000 shares are sold or the agreement is otherwise terminated.