SC 13G: Journey Medical Corp

AI Summary

SC 13G filing by Journey Medical Corp.

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• p1124243sc13g.htm (SC 13G) — 114KB
• ex99_1.htm (EX-99.1) — 12KB
• 0001214659-24-019734.txt ( ) — 127KB

(a). Name of Issuer

Item 1(a). Name of Issuer: Journey Medical Corporation, a Delaware corporation (the “Issuer”)

(b). Address of Issuer’s Principal Executive Offices

Item 1(b). Address of Issuer’s Principal Executive Offices: 9237 E Via de Ventura Blvd., Suite 105, Scottsdale, AZ 85258

(a). Name of Person Filing

Item 2(a). Name of Person Filing: This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Management, LLC, the general partner of Tang Capital Partners, LP (“Tang Capital Management”); Kevin Tang, the manager of Tang Capital Management and Chief Executive Officer of Tang Capital Partners III, Inc. and Tang Capital Partners IV, Inc.; Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Partners III, Inc. (“Tang Capital Partners III”); and Tang Capital Partners IV, Inc. (“Tang Capital Partners IV”).

(b). Address of Principal Business Office or, if none, Residence

Item 2(b). Address of Principal Business Office or, if none, Residence: The address of Tang Capital Management, Kevin Tang and Tang Capital Partners is 4747 Executive Drive, Suite 210, San Diego, CA 92121. The address of Tang Capital Partners III and Tang Capital Partners IV is 5955 Edmond Street, Las Vegas, NV 89118.

(c). Citizenship

Item 2(c). Citizenship: Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen. Tang Capital Partners is a Delaware limited partnership. Tang Capital Partners III and Tang Capital Partners IV are Nevada corporations that are indirectly wholly owned by Tang Capital Partners.

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities: Common Stock, par value $0.0001 per share (the “Common Stock”)

(e). CUSIP Number 48115J109

Item 2(e). CUSIP Number 48115J109

Not applicable

Item 3. Not applicable.

Ownership

Item 4. Ownership. (a) Amount Beneficially Owned: Tang Capital Management. Tang Capital Management beneficially owns 1,523,938 shares of the Issuer’s Common Stock. Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin Tang. Kevin Tang. Kevin Tang beneficially owns 1,523,938 shares of the Issuer’s Common Stock. Kevin Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management. Page 7 of 10 pages Tang Capital Partners. Tang Capital Partners beneficially owns 1,523,938 shares of the Issuer’s Common Stock. Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin Tang. The percentages used herein are based on 20,889,936 shares of Common Stock outstanding which consists of 14,889,936 shares of Common Stock and 6,000,000 shares of Class A Common Stock outstanding as of November 11, 2024, as set forth in the Issuer’s Quarterly Report filed on Form 10-Q that was filed with the Securities and Exchange Commission on November 12, 2024. (b) Percent of Class: Tang Capital Management 7.3% Kevin Tang 7.3% Tang Capital Partners 7.3% Tang Capital Partners III 0.0% Tang Capital Partners IV 0.0% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Tang Capital Management 0 shares Kevin Tang 0 shares Tang Capital Partners 0 shares Tang Capital Partners III 0 shares Tang Capital Partners IV 0 shares (ii) shared power to vote or to direct the vote: Tang Capital Management 1,523,938 shares Kevin Tang 1,523,938 shares Tang Capital Partners 1,523,938 shares Tang Capital Partners III 0 shares Tang Capital Partners IV 0 shares (iii) sole power to dispose or to direct the disposition of: Tang Capital Management 0 shares Kevin Tang 0 shares Tang Capital Partners 0 shares Tang Capital Par

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨ Page 8 of 10 pages

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. Not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable.

Certification

Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 9 of 10 pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 29, 2024 TANG CAPITAL PARTNERS, LP By: Tang Capital Management, LLC, its General Partner By: /s/ Kevin Tang Kevin Tang, Manager TANG CAPITAL PARTNERS III, INC By: /s/ Kevin Tang Kevin Tang, Chief Executive Officer TANG CAPITAL PARTNERS IV, INC By: /s/ Kevin Tang Kevin Tang, Chief Executive Officer TANG CAPITAL MANAGEMENT, LLC By: /s/ Kevin Tang Kevin Tang, Manager /s/ Kevin Tang Kevin Tang Page 10 of 10 pages

View Full Filing

View this SC 13G filing on SEC EDGAR