UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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 | ||