Journey Medical Corp: Material Agreements and Terminations Announced

TL;DR

Journey Medical Corp filed an 8-K on 8/28/25 detailing material agreements and terminations.

AI Summary

Journey Medical Corporation announced on August 28, 2025, the entry into a material definitive agreement and the termination of a material definitive agreement. The filing also includes financial statements and exhibits. Specific details regarding the agreements and financial figures are not provided in this excerpt.

Why It Matters

This filing indicates significant corporate actions by Journey Medical Corp, potentially impacting its business operations, financial standing, and future strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and terminations, which can carry significant business and financial risks.

Key Players & Entities

• Journey Medical Corporation (company) — Registrant
• August 28, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — 0 shares of its common stock, par value $0.0001 per share (the "Shares"), through or to

Filing Documents

• tm2524202d2_8kseq1.htm (8-K) — 32KB
• tm2524202d2_ex5-1.htm (EX-5.1) — 12KB
• tm2524202d2_ex10-1.htm (EX-10.1) — 287KB
• tm2524202d2_ex5-1img001.jpg (GRAPHIC) — 5KB
• 0001104659-25-084879.txt ( ) — 569KB
• derm-20250828.xsd (EX-101.SCH) — 3KB
• derm-20250828_lab.xml (EX-101.LAB) — 33KB
• derm-20250828_pre.xml (EX-101.PRE) — 22KB
• tm2524202d2_8kseq1_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

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 ob

01. Financial Statements and Exhibits

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). 2

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: August 28, 2025 By: /s/ Claude Maraoui Claude Maraoui President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR