Journey Medical Corp: Board Changes & Financial Obligations
Ticker: DERM · Form: 8-K · Filed: Jul 12, 2024 · CIK: 1867066
Sentiment: neutral
Topics: material-definitive-agreement, board-changes, financial-obligation
TL;DR
Journey Medical Corp reshuffled its board and inked a new financial deal. Watch for impacts.
AI Summary
On July 9, 2024, Journey Medical Corporation entered into a material definitive agreement related to a direct financial obligation. The company also reported the departure of directors or certain officers, the election of new directors, and the appointment of certain officers, along with compensatory arrangements for these officers.
Why It Matters
This filing indicates significant corporate governance changes and the establishment of new financial commitments for Journey Medical Corp, which could impact its strategic direction and financial health.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and changes in executive/director positions, which can introduce uncertainty and potential risks.
Key Players & Entities
- Journey Medical Corporation (company) — Registrant
- July 9, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- Scottsdale, AZ (location) — Business Address
FAQ
What type of material definitive agreement was entered into by Journey Medical Corporation?
The filing indicates the entry into a material definitive agreement related to a direct financial obligation or an obligation under an off-balance sheet arrangement.
What corporate governance changes are reported in this 8-K filing?
The filing reports the departure of directors or certain officers, the election of directors, and the appointment of certain officers.
Are there any details on compensatory arrangements for the newly appointed officers?
Yes, the filing mentions compensatory arrangements of certain officers as part of the reported events.
When was the earliest event reported in this filing?
The earliest event reported was on July 9, 2024.
What is the primary business of Journey Medical Corporation?
Journey Medical Corporation operates in the Pharmaceutical Preparations industry, SIC code 2834.
Filing Stats: 1,825 words · 7 min read · ~6 pages · Grade level 13.2 · Accepted 2024-07-12 17:14:48
Key Financial Figures
- $20 million — facility (the " Credit Facility ") from $20 million to up to $25 million, subject to the Co
- $25 m — t Facility ") from $20 million to up to $25 million, subject to the Company providing
- $20 m — e of this report, the Company has drawn $20 million, including (i) a term loan to the
- $15,000,000 m — any in the original principal amount of $15,000,000 made on the Original Closing Date, the ("
- $5,000,000 — any in the original principal amount of $5,000,000 (the " June 2024 Advance ") made on the
- $5 million — he date of the Amendment. The remaining $5 million will be drawn upon following the satisf
- $70 million — ing twelve-month basis, is greater than $70 million as of December 31, 2025, principal repa
- $50,000 — ompany paid an origination fee equal to $50,000 and reimbursed the lenders for certain
Filing Documents
- tm2419378d1_8k.htm (8-K) — 37KB
- 0001104659-24-079596.txt ( ) — 212KB
- derm-20240709.xsd (EX-101.SCH) — 3KB
- derm-20240709_lab.xml (EX-101.LAB) — 33KB
- derm-20240709_pre.xml (EX-101.PRE) — 22KB
- tm2419378d1_8k_htm.xml (XML) — 4KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. On July 9, 2024, Journey Medical Corporation (the " Company ") entered into an amendment (the " Amendment ") to that certain Credit Agreement (as amended by the Amendment, the " Amended Credit Agreement "), dated December 27, 2023 (the " Original Closing Date "), by and among the Company and SWK Funding LLC, and the other the financial institutions party thereto from time to time, as lenders. The Amendment, among other things, increased the original principal amount of the term loan facility (the " Credit Facility ") from $20 million to up to $25 million, Application for the Company's DFD-29 product candidate, Dr. Reddy's Laboratories, Ltd., has received Federal Drug Administration (" FDA ") approval for DFD-29 on or before June 30, 2025 (the " DFD-29 Advance Condition "). As of the date of this report, the Company has drawn $20 million, including (i) a term loan to the Company in the original principal amount of $15,000,000 made on the Original Closing Date, the (" Closing Date Term Loan ") and (ii) an advance to the Company in the original principal amount of $5,000,000 (the " June 2024 Advance ") made on the date of the Amendment. The remaining $5 million will be drawn upon following the satisfaction of the DFD-29 Advance Condition (the " DFD-29 Advance ," collectively with the Closing Date Term Loan and the June 2024 Advance, which are all treated under the Amended Credit Agreement as a single loan, the " Term Loan "). The Term Loan matures on December 27, 2027 (the " Maturity Date ") unless the facility is otherwise terminated pursuant to the terms of the Amended Credit Agreement. Beginning in February 2026, the Company is required to repay the outstanding principal of the Term Loan quarterly in an amount equal to 7.5% of the principal amount of funded Term Loan. If t
03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosures set forth in
01 of this Current Report on Form 8-K are incorporated by reference herein
Item 1.01 of this Current Report on Form 8-K are incorporated by reference herein. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Director On July 9, 2024, the Board of Directors (" Board ") of the Company approved an increase in the number of directors of the Board from five to six and appointed Michael C. Pearce, age 62, to serve on the Board, filling the newly created vacancy, with a term expiring at the Company's 2025 annual meeting of stockholders. Mr. Pearce is a principal investor with an emphasis on healthcare. Since 2015, he has served as an advisor to EP Group and board member of its predecessor parent company, Evening Post Industries (" EPI "). At EPI, he served on the audit, compensation, and investment committees. EPI was founded in 1896 and, along with EP Group, has operated substantial holdings across diverse industries including home healthcare, network-affiliate television, real estate, pharmaceuticals, benefit solutions, logistics, and Pulitzer Prize-winning print media. In addition to his work with the EP family of companies, Mr. Pearce is the Chairman of Range Therapeutics, a healthcare advisory firm. He was previously at Pernix Therapeutics, Inc., a specialty pharmaceutical company initially focused on the pediatric marketplace, where he was Chairman when it began to trade on the NYSE Amex, and where he ultimately also contributed as interim CEO. Mr. Pearce has served on the board of directors of numerous private and publicly-traded entities, including former biopharmaceutical companies Myrexis, Inc. and Affymax, Inc. In connection with his appointment as a director, Mr. Pearce entered into an indemnity agreement with the Company in substantially the same form entered into with each other current director. Other than the foregoing, there are no arrangements or understandings between Mr. Pearce or any other persons
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Journey Medical Corporation (Registrant) By: /s/ Claude Maraoui Claude Maraoui Chief Executive Officer, President and Director Date: July 12, 2024