Current Report Filing (8-k)
January 03 2023 - 4:21PM
Edgar (US Regulatory)
0001867066
false
0001867066
2022-12-30
2022-12-30
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):
December 30, 2022
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 December 30, 2022, Journey Medical Corporation
(the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities,
Inc. (the “Agent”), under which the Company may offer and sell, from time to time at its sole discretion, 4,900,000 shares
of its common stock, par value $0.0001 per share (the “Shares”), through or to the Agent. The issuance and sale, if any, of
Shares by the Company under the Sales Agreement is subject to the effectiveness of the Company’s registration statement on Form
S-3, filed with the Securities and Exchange Commission on December 30, 2022.
Under the Sales Agreement, the Agent 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 of 1933, as amended. The Agent 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 Company
will pay the Agent a commission of 3.0% of the gross proceeds from the sales of Shares sold through the Agent under the Sales Agreement
and has provided the Agent with customary indemnification and contribution rights. The Company will also reimburse the Agent 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) 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
McGuireWoods 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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
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: January 3, 2023 |
|
|
|
By: |
/s/ Claude Maraoui |
|
|
Claude Maraoui |
|
|
Chief Executive Officer, President and Director |
Journey Medical (NASDAQ:DERM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Journey Medical (NASDAQ:DERM)
Historical Stock Chart
From Jul 2023 to Jul 2024