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 21, 2022
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 5.02. | 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 21, 2022, the stockholders of Journey Medical Corporation (the “Company” or “Journey”) voted at the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”) to approve an amendment (the “Plan Amendment”) to the Company’s 2015 Stock Plan (the “Plan”) to increase the shares of common stock, par value $0.0001 per share (the “Common Stock”) available for issuance under the Plan by 3,000,000 shares from 4,642,857 shares to 7,642,857 shares.
The Company’s Board of Directors approved the Plan Amendment on April 19, 2022, subject to stockholder approval at the 2022 Annual Meeting. The Plan Amendment became effective at the time of stockholder approval.
A copy of the 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 Plan as so amended are described in the Company’s definitive proxy statement on Schedule 14A for the 2022 Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2022.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 21, 2022, the Company held its 2022 Annual Meeting of stockholders at 11:00 a.m. Eastern Time by means of an online virtual meeting platform. Stockholders representing 13,385,748 shares of the Company’s Common Stock, or 77.01%, of the 17,380,844 shares entitled to vote, were represented in person or by proxy, constituting a quorum.
At the 2022 Annual Meeting, the following three proposals were approved: (i) the election of six directors to hold office until the 2023 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, 2022; and (iii) an amendment to the Plan to increase the shares of Common Stock available for issuance under the Incentive Plan by 3,000,000 shares from 4,642,857 shares to 7,642,857. The three proposals are described in detail in Journey’s definitive proxy statement on Schedule 14A for the 2022 Annual Meeting filed with the SEC on April 28, 2022.
As of the April 25, 2022 record date for the determination of the stockholders entitled to notice of, and to vote at, the 2022 Annual Meeting, 11,380,844 shares of the Company’s Common Stock were outstanding and eligible to vote with an aggregate of 11,380,844 votes and 6,000,000 shares of the Company’s Class A Common Stock were outstanding and eligible to vote with an aggregate of 12,518,928 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 2023 annual meeting of stockholders were as follows:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Lindsay A. Rosenwald, M.D. | 17,456,650 | 839,594 | 1,608,432 | |||||||||
| Claude Maraoui | 18,262,035 | 34,209 | 1,608,432 | |||||||||
| Neil Herskowitz | 18,134,535 | 161,709 | 1,608,432 | |||||||||
| Dr. Jeffrey Paley | 18,269,610 | 26,634 | 1,608,432 | |||||||||
| Justin Smith | 18,269,535 | 26,709 | 1,608,432 | |||||||||
| Miranda Toledano | 18,262,110 | 34,134 | 1,608,432 | |||||||||
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, 2022 was as follows:
| Total Votes For | Total Votes Against | Abstentions |
| 19,887,190 | 3,673 | 13,813 |
Proposal 3
The vote with respect to the approval of an amendment to Journey’s 2015 Stock Plan to increase the number of shares of Common Stock authorized for issuance by 3,000,000 shares from 4,642,857 shares to 7,642,857 shares available for issuance under the Plan was as follows:
| Total Votes For | Total Votes Against | Abstentions | Broker Non-Votes |
| 18,146,702 | 120,996 | 28,546 | 1,608,432 |
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 Plan. | |
| 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 21, 2022 | ||
| By: | /s/ Claude Maraoui | |
| Claude Maraoui | ||
| Chief Executive Officer, President and Director | ||
Exhibit 10.1
AMENDMENT TO THE JOURNEY MEDICAL CORPORATION
2015 STOCK PLAN
This Amendment to the Journey Medical Corporation 2015 Stock Plan (the “Plan”), is hereby adopted on this day of June, 2022, by the Board of Directors (the “Board”) of Journey Medical Corporation (the “Company”).
WITNESETH:
WHEREAS, the Company adopted the Plan for the purposes set forth therein; and
WHEREAS, pursuant to Section 17 of the Plan, the Board has the right to amend the Plan with respect to certain matters, provided that any material increase in the number of shares available under the Plan shall be subject to stockholder approval; and
WHEREAS, the Board has approved and authorized this Amendment to the Plan and has recommended that the stockholders of the Company approve this Amendment;
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended, subject to and effective as of the date of stockholder approval hereof, in the following particulars:
| 1. | Section 4 of the Plan is hereby amended by increasing the share references in such section to 7,642,857, so that such section reads in its entirety as follows: |
“4. Stock. The stock subject to Stock Rights shall be authorized but unissued shares of Common Stock of the Company, par value 0.0001 per share, or such shares of the Company’s capital stock into which such class of shares may be converted pursuant to any reorganization, recapitalization, merger, consolidation or the like (the “Common Stock”), or shares of Common Stock reacquired by the Company in any manner. The aggregate number of shares that may be issued pursuant to the Plan is 7,642,857 shares of Common Stock, subject to adjustment as provided herein. Any such shares may be issued as ISOs, NSOs or Stock Bonuses, or to persons or entities making purchases pursuant to Purchase Rights, so long as the number of shares so issued does not exceed such aggregate number, as adjusted. If any Option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, or if the Company shall reacquire any shares issued pursuant to Stock Rights, the unpurchased shares subject to such Options and any shares so reacquired by the Company shall again be available for grants of Stock Rights under the Plan. Shares of Common Stock which are withheld to pay the exercise price of an Option and/or any related withholding obligations shall not be available for issuance under the Plan.”
Except as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended shall remain in full force and effect.
The foregoing is hereby acknowledged as being an Amendment to the Plan, as adopted by the Board on April 19, 2022, and approved by the Company’s stockholders on June 21, 2022.
JOURNEY MEDICAL CORPORATION
| By: | /s/ Claude Maraoui |
Claude Maraoui
President, Chief Executive Officer and Director