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    Journey Medical Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/26/25 4:05:53 PM ET
    $DERM
    Biotechnology: Pharmaceutical Preparations
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    false --12-31 0001867066 0001867066 2025-06-24 2025-06-24 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): June 24, 2025

     

    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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     

    On June 24, 2025, following stockholder approval at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Journey Medical Corporation (the “Company” or “Journey”), the Company filed with the Secretary of State for the State of Delaware its Fourth Amended and Restated Certificate of Incorporation (the “Fourth Amended and Restated Charter”), effective upon filing, to provide for, among other things, officer exculpation, as described in the Company’s definitive proxy statement for the 2025 Annual Meeting filed with the Securities and Exchange Commission on April 29, 2025. The foregoing description of the Fourth Amended and Restated Charter does not purport to be complete and is qualified in its entirety by reference to the text of the Fourth Amended and Restated Charter, which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

     

    Item 5.07. Submission of Matters to a Vote of Security Holders.

     

    On June 24, 2025, the Company held its 2025 Annual Meeting at 11:00 a.m. Eastern Time by means of an online virtual meeting platform. Stockholders representing 19,663,140 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company and 6,000,000 shares of the Company’s Class A Common Stock of the Company, or 85.04% of the 23,120,937 shares entitled to vote, were represented in person or by proxy, constituting a quorum.

     

    At the 2025 Annual Meeting, the following three proposals were approved: (i) the election of six directors to hold office until the 2026 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, 2025; and (iii) the approval of the Fourth Amended and Restated Charter. The three proposals are described in detail in Journey’s definitive proxy statement on Schedule 14A for the 2025 Annual Meeting filed with the SEC on April 29, 2025.

     

    As of the April 25, 2025 record date for the determination of the stockholders entitled to notice of, and to vote at, the 2025 Annual Meeting, 17,120,937 shares of the Company’s Common Stock were outstanding and eligible to vote with an aggregate of 17,120,937 votes and 6,000,000 shares of the Company’s Class A Common Stock were outstanding and eligible to vote with an aggregate of 18,840,000 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 six directors to hold office until the 2026 annual meeting of stockholders were as follows:

     

    Director  Votes For   Votes
    Withheld
       Broker Non-Votes 
    Lindsay A. Rosenwald, M.D.  25,498,701   684,668   6,319,771 
    Claude Maraoui  25,713,887   469,482   6,319,771 
    Neil Herskowitz  25,428,625   754,744   6,319,771 
    Justin Smith  25,689,779   493,590   6,319,771 
    Miranda Toledano  25,652,600   530,769   6,319,771 
    Michael Pearce  26,070,024   113,345   6,319,771 

     

    Proposal 2

     

    The vote with respect to the ratification of KPMG LLP as Journey’s independent registered accounting firm for the year ending December 31, 2025 was as follows:

     

    Total Votes For   Total Votes Against   Abstentions 
     32,468,451    10,433    24,256 

     

     

     

    Proposal 3

     

    The vote with respect to the approval of the Fourth Amended and Restated Charter to provide for, among other things, officer exculpation, was as follows:

     

    Total Votes For   Total Votes Against   Abstentions   Broker Non-Votes 
     25,373,988    798,994    10,387    6,319,771 

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    The following exhibits are furnished herewith:

     

    Exhibit
    Number
      Description
    3.1   Fourth Amended and Restated Certificate of Incorporation, filed June 24, 2025
    104   Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

     

     

     

    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 26, 2025  
      By: /s/ Claude Maraoui
        Claude Maraoui
        Chief Executive Officer, President and Director

     

     

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