Journey Medical Corp SEC Filings

Journey Medical Corporation has filed a shelf registration that allows it to offer up to $150,000,000 of common stock, preferred stock, debt securities, warrants and units from time to time. The company can sell these securities in one or more offerings, separately or bundled in units, with specific terms and pricing to be detailed in future prospectus supplements. Net proceeds may be used for general corporate purposes, including working capital, research and development, licensing payments, sales and marketing, administrative expenses and capital expenditures. Journey is a commercial-stage pharmaceutical company focused on FDA-approved dermatology products, including the recently approved Emrosi (Minocycline Hydrochloride Extended Release Capsules, 40 mg) for inflammatory lesions of rosacea in adults. The company is controlled by Fortress Biotech through Class A Common Stock with majority voting power and is classified as both an emerging growth company and a smaller reporting company. The independent auditor’s report on the 2024 financial statements includes an explanatory paragraph noting recurring losses from operations that raise substantial doubt about Journey’s ability to continue as a going concern.

Journey Medical Corporation has filed a shelf registration that allows it to offer up to $150,000,000 of common stock, preferred stock, debt securities, warrants and units over time. Within this shelf, the company established an at‑the‑market program to sell up to 3,750,000 shares of common stock through B. Riley Securities and Lake Street Capital Markets, which will earn a 3.0% commission on gross proceeds. Shares will be issued at prevailing market prices on Nasdaq, where the stock trades under the symbol “DERM” and last closed at $7.27 on January 9, 2026.

Journey plans to use any proceeds for general corporate purposes, including working capital, research and development, sales and marketing, operating expenses, capital expenditures, and potential acquisitions or in‑licensing of additional dermatology products. The company is a commercial‑stage dermatology pharmaceutical business with eight FDA‑approved prescription products and a newly approved rosacea drug, Emrosi, and it remains an emerging growth and smaller reporting company controlled by Fortress Biotech. Its most recent audited financial statements include an auditor’s going concern explanatory paragraph citing recurring losses from operations.

Journey Medical reported Q3 2025 results. Total revenue was $17.631 million, up 21% year over year, with product revenue of $17.025 million. Net loss narrowed to $2.315 million (basic and diluted loss per share of $0.09).

Emrosi contributed $4.883 million as its U.S. launch scaled, while Qbrexza delivered $7.361 million. Accutane declined to $2.769 million amid competition. The company also recognized $0.606 million of other revenue from supplying Amzeeq to Cutia.

Cash and cash equivalents were $24.948 million and working capital was $16.7 million as of September 30, 2025. Year-to-date, the company raised $10.939 million via its ATM program (including $6.891 million in Q3). Term loan principal remained $25.0 million; effective interest was 14.47%.

On September 25, 2025, Journey amended its SWK Credit Facility, extending maturity to June 27, 2028 and lowering the revenue threshold for extending the interest-only period to $60.0 million on a trailing twelve-month basis. The company stated that, due to recurring and historical losses, substantial doubt exists about its ability to continue as a going concern.

Journey Medical Corporation furnished a press release providing a corporate update and its financial results for the three months ended September 30, 2025. The press release is included as Exhibit 99.1 to this report.

The information in this report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” under the Exchange Act, and will not be incorporated by reference into Securities Act filings except as specifically referenced. The company’s common stock trades on the Nasdaq Capital Market under the symbol DERM.

Journey Medical Corporation entered into a Third Amendment to its Credit Agreement with SWK Funding LLC, updating the terms of its existing $25.0 million term loan, which has been fully drawn and is treated as a single Term Loan. The amendment extends the loan’s maturity date from December 27, 2027 to June 27, 2028, giving the company more time before final repayment is due.

Beginning in February 2026, the company must make quarterly principal payments equal to 7.5% of the funded Term Loan. However, if total revenue on a trailing twelve‑month basis exceeds $60.0 million as of December 31, 2025 (revised from $70.0 million), principal payments are deferred until February 2027, at which point quarterly payments increase to 10.0% of the funded amount (revised from 15.0%). These changes adjust how quickly the loan is repaid and link the timing and size of payments more closely to the company’s revenue performance.

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.

Journey Medical Corp (DERM) insider filing: The reporting person, Claude Maraoui (President & CEO and Director), exercised 1,250,000 stock options dated October 19, 2015, with an exercise price of $0.065 on 08/25/2025, acquiring 1,250,000 common shares. The Form 4 also reports a disposition of 10,877 shares at $7.47 on the same date. The filing corrects a prior administrative error in previously reported beneficial ownership and shows a post-transaction direct beneficial ownership balance of 2,386,713 shares.

Wasatch Advisors LP reports beneficial ownership of 1,152,059 shares of Journey Medical Corp, representing 6.7% of the outstanding common stock. Wasatch holds sole voting power on 1,045,193 shares and sole dispositive power on 1,152,059 shares, indicating direct control over voting and disposition of those holdings.

The filing identifies Wasatch as an investment adviser and states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer, reflecting a passive ownership position.