Journey Medical Corp Files 8-K on Director Changes and Shareholder Votes

TL;DR

JMEI filed an 8-K: director changes, shareholder votes, and financials out.

AI Summary

Journey Medical Corporation filed an 8-K on June 25, 2024, reporting on the departure of directors, election of new directors, and compensatory arrangements. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Scottsdale, AZ.

Why It Matters

This filing indicates significant corporate governance changes and potential shareholder engagement on key company matters, which could impact the company's strategic direction and investor relations.

Risk Assessment

Risk Level: low — This is a routine 8-K filing detailing corporate governance and financial updates, with no immediate indication of significant financial distress or operational disruption.

Key Numbers

• 001-41063 — Commission File Number (Identifies the company's SEC filing history.)
• 47-1879539 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Journey Medical Corporation (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• Scottsdale, AZ (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — 1,409 shares of common stock, par value $0.0001 per share (the "Common Stock"), of the

Filing Documents

• tm2418215d1_8k.htm (8-K) — 36KB
• tm2418215d1_ex10-1.htm (EX-10.1) — 8KB
• 0001104659-24-074743.txt ( ) — 220KB
• derm-20240625.xsd (EX-101.SCH) — 3KB
• derm-20240625_lab.xml (EX-101.LAB) — 33KB
• derm-20240625_pre.xml (EX-101.PRE) — 22KB
• tm2418215d1_8k_htm.xml (XML) — 4KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described under Item 5.07 of this Current Report on Form 8-K (the "Current Report"), on June 25, 2024, the stockholders of Journey Medical Corporation (the "Company" or "Journey") voted at the Company's 2024 annual meeting of stockholders (the "2024 Annual Meeting") to approve an amendment to the 2015 Stock Incentive Plan ("2015 Plan") to (i) increase the number of shares of the Company's common stock authorized for issuance under the 2015 Plan by 3,000,000 shares, which would increase the total number of authorized shares under the 2015 Plan to 10,642,857, and (ii) extend the expiration date of the 2015 Plan by 10 years, to May 27, 2035 (the "2015 Plan Amendment"). The Company's Board of Directors approved the 2015 Plan Amendment in April 2024, subject to stockholder approval at the 2024 Annual Meeting. The 2015 Plan Amendment became effective at the time of stockholder approval. A copy of the 2015 Plan Amendment is filed as Exhibit 10.1 to this Current Report and is incorporated by reference in this Item 5.02. The material terms of the 2015 Plan Amendment are described in the Company's definitive proxy statement on Schedule 14A for the 2024 Annual Meeting filed with the Securities and Exchange Commission (the "SEC") on April 29, 2024.

07

Item 5.07. Submission of Matters to a Vote of Security Holders. On June 25, 2024, the Company held its 2024 Annual Meeting at 11:00 a.m. Eastern Time by means of an online virtual meeting platform. Stockholders representing 12,341,409 shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Company, or 61.79%, of the 19,972,896 shares entitled to vote, were represented in person or by proxy, constituting a quorum. At the 2024 Annual Meeting, the following three proposals were approved: (i) the election of five directors to hold office until the 2025 annual meeting of stockholders; (ii) the ratification of the appointment of KPMG LLP as Journey's independent registered public accounting firm for the year ending December 31, 2024; and (iii) the approval of an amendment to the 2015 Plan. The three proposals are described in detail in Journey's definitive proxy As of the April 26, 2024 record date for the determination of the stockholders entitled to notice of, and to vote at, the 2024 Annual Meeting, 13,972,896 shares of the Company's Common Stock were outstanding and eligible to vote with an aggregate of 13,972,896 votes and 6,000,000 shares of the Company's Class A Common Stock were outstanding and eligible to vote with an aggregate of 35,932,896 votes, as determined in accordance with Article IV, Section 3.2 of the Company's Third Amended and Restated Certificate of Incorporation. Proposal 1 The votes with respect to the election of five directors to hold office until the 2025 annual meeting of stockholders were as follows: Director Votes For Votes Withheld Broker Non-Votes Lindsay A. Rosenwald, M.D. 23,386,919 472,751 4,441,739 Claude Maraoui 23,636,015 223,655 4,441,739 Neil Herskowitz 23,341,955 517,715 4,441,739 Justin Smith 23,337,817 521,853 4,441,739 Miranda Toledano 23,645,466 214,204 4,441,739 Proposal 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibits are furnished herewith: Exhibit Number Description 10.1 Amendment to the Journey Medical Corporation 2015 Stock Incentive Plan. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

SIGNATURES

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: June 25, 2024 By: /s/ Claude Maraoui Claude Maraoui Chief Executive Officer, President and Director

View Full Filing

View this 8-K filing on SEC EDGAR