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): ~~August~~September 2825, 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 1.01.

Entry into a Material Definitive Agreement.

On ~~August~~September 2825, 2025, Journey Medical Corporation (the “Company”) entered into ana AtThird ~~Market~~Amendment ~~Issuance~~to ~~Sales~~Credit Agreement (the “~~Sales~~Third ~~Agreement~~Amendment”), ~~with~~which B.amends ~~Riley Securities,~~that ~~Inc.~~certain ~~(“B.~~Credit ~~Riley”)~~Agreement, ~~and~~dated ~~Lake~~December ~~Street Capital Markets~~27, ~~LLC~~2023 (the “~~Lake~~Original ~~Street~~Closing Date”), asby ~~sales~~and ~~agents~~among orthe ~~principals~~Company ~~(each of B. Riley~~ and ~~Lake~~SWK ~~Street~~Funding LLC, ~~an “Agent,”~~ and ~~together,~~ the ~~“Agents”),~~other ~~under which~~ the ~~Company~~financial ~~may~~institutions ~~offer~~party ~~and~~thereto ~~sell,~~ from time to time ~~at its sole discretion~~, ~~3,750,000~~as ~~shares~~lenders of(as ~~its~~amended ~~common~~by ~~stock,~~that ~~par~~certain ~~value~~First ~~$0.0001 per share (the “Shares”),~~Amendment ~~through or~~ to ~~the~~Credit ~~Agents.~~Agreement ~~The~~dated ~~issuance~~July ~~and sale~~9, ~~if any~~2024, ~~of Shares by~~ the ~~Company~~Second ~~under~~Amendment ~~the~~to ~~Sales~~Credit Agreement ~~will~~dated beOctober ~~made pursuant to the Company’s registration statement on Form S-3 (File No. 333-269079)~~21, ~~which~~2024 ~~was originally filed with the Securities~~ and ~~Exchange Commission (~~the ~~“SEC”)~~Third ~~on December 30~~Amendment, ~~2022 and declared effective on January 26, 2023, and~~ the ~~prospectus supplement, dated~~“Amended ~~and~~Credit ~~filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act~~Agreement”) ~~on August 28, 2025~~.

~~Under~~The ~~the~~Amended ~~Sales~~Credit Agreement, ~~the~~provides ~~Agents~~for ~~may~~a ~~sell~~term ~~Shares~~loan byfacility ~~any~~in ~~method permitted by law deemed to be an “at~~ the ~~market~~original ~~offering”~~principal asamount ~~defined~~of in$25.0 ~~Rule 415(a)(4) under the Securities Act~~million. ~~The~~As ~~Agents~~of ~~will use commercially reasonable efforts to sell~~ the ~~Shares~~date ~~from~~of ~~time~~this ~~to time~~report, ~~based upon instructions from~~ the Company ~~(including~~ ~~any~~has ~~price,~~drawn ~~time or size limits or other customary parameters or conditions~~ the ~~Company~~full ~~may impose)~~$25.0 ~~The Sales Agreement contains customary representations~~million, ~~warranties, and agreements of the Company and the Agents. The Company will pay each Agent a commission~~ ofwhich ~~3.0%~~is oftreated ~~the gross proceeds from the sales of Shares sold through such Agent~~ under the ~~Sales~~Amended Credit Agreement ~~and~~as ~~has~~a ~~provided~~single ~~the~~loan ~~Agents with customary indemnification and contribution rights. The Company will also reimburse~~ (the ~~Agents~~“Term ~~for certain expenses incurred in connection with the Sales Agreement~~Loan”).

The ~~Company~~Third isAmendment ~~not~~(i) ~~obligated~~extends tothe ~~make~~maturity ~~any sales~~date of ~~Shares~~the ~~under~~Term ~~the~~Loan ~~Sales~~from ~~Agreement.~~December ~~The~~27, ~~offering~~2027 ofto ~~Shares~~June ~~pursuant~~27, to2028 ~~the~~and ~~Sales~~(ii) ~~Agreement~~amends ~~will~~certain ~~terminate~~terms ~~upon~~of the ~~earlier~~Revenue ofBased Payment Amount (i)as ~~the~~defined ~~sale~~in ofthe ~~all~~Amended ~~Shares~~Credit ~~subject~~Agreement) toaffecting ~~the~~when ~~Sales~~repayments ~~Agreement~~of orprincipal ~~(ii)~~will commence, and how quickly the ~~termination~~principal amount of the ~~Sales~~Term Loan ~~Agreement~~will inbe ~~accordance~~reduced ~~with~~prior ~~its~~to ~~terms~~the maturity date.

~~The~~Under ~~foregoing~~the ~~description~~Amended ofCredit Agreement, the ~~Sales~~Term ~~Agreement~~Loan ~~does~~matures ~~not~~on ~~purport~~June to27, be2028 ~~complete~~unless ~~and~~the facility is ~~qualified~~otherwise terminated pursuant to the terms of the Amended Credit Agreement. Beginning in ~~its~~February ~~entirety~~2026, bythe ~~reference~~Company is required to repay the ~~full~~outstanding ~~text~~principal of the ~~Sales~~Term ~~Agreement,~~Loan aquarterly ~~copy~~in ofan ~~which~~amount equal to 7.5% of isthe ~~attached~~principal asamount ~~Exhibit~~of 10funded Term Loan.1 toHowever, ~~this~~if ~~Current~~the ~~Report~~total revenue of the Company, measured on ~~Form~~a 8trailing twelve-Kmonth ~~and~~basis, is greater ~~incorporated~~than ~~herein~~$60.0 bymillion ~~reference~~as of December 31, 2025 (revised from $70.0 Amillion), ~~copy~~principal ofrepayment ~~the~~is ~~legal~~not ~~opinion~~required ofuntil February 2027, ~~Troutman~~at ~~Pepper~~which ~~Locke~~point ~~LLP~~the ~~relating~~Company tois ~~the~~required ~~legality~~to ofrepay the ~~issuance~~outstanding principal of the ~~Shares~~Term Loan quarterly in an amount equal to 10.0% of the principal ~~offering~~amount isof ~~attached~~funded asTerm ~~Exhibit~~Loan ~~5.1~~(revised ~~hereto~~from 15.0%).

~~This~~The ~~Current~~foregoing ~~Report~~description onof ~~Form~~the ~~8-K~~Third ~~shall not constitute~~Amendment anis ~~offer~~qualified toin ~~sell~~its orentirety ~~the~~by ~~solicitation~~reference ~~of an offer~~ to ~~buy~~the ~~any~~full ~~Shares,~~text ~~nor shall there be any sale~~ of ~~such~~the ~~Shares~~Third inAmendment ~~any~~to ~~state in which such offer, solicitation or sale would~~ be ~~unlawful~~filed ~~prior~~with toa ~~registration~~subsequent orperiodic ~~qualification~~report ~~under the securities laws~~ of ~~any such state~~the Company.

Item 12.0203. ~~Termination~~Creation of a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~As previously~~The ~~disclosed,~~disclosures onset ~~December~~forth ~~30,~~in ~~2022~~Item ~~the Company entered into that certain At Market Issuance Sales Agreement (the “Original Sales Agreement”) with B~~1.01 ~~Riley pursuant to which the Company could offer and sell, from time to time at its sole discretion, 4,900,000 shares~~ of ~~its common stock, through or to B. Riley, in sales deemed to be an “at the market offering” as defined in~~this ~~Rule~~Current ~~415(a)(4)~~Report ~~under~~on ~~the~~Form ~~Securities~~8-K ~~Act.~~are ~~Effective~~incorporated asby ofreference ~~August 28, 2025, the Company terminated the Original Sales Agreement~~herein.

Following the termination of the Original Sales Agreement, the Company may not offer or sell any additional shares of common stock under the Original Sales Agreement. From December 30, 2022 to August 28, 2025, the Company sold 4,121,318 shares of common stock pursuant to the Original Sales Agreement.SIGNATURES

~~The~~Pursuant ~~foregoing description of the Original Sales Agreement does not purport~~ to ~~be complete and is qualified in its entirety by reference to~~ the ~~full~~requirements ~~text~~ of the ~~Original Sales Agreement,~~Securities aExchange ~~copy~~Act of ~~which~~1934, ~~was filed~~ as ~~Exhibit~~amended, ~~10.1 to~~ the ~~Company’s~~registrant ~~Current~~has ~~Report~~duly oncaused ~~Form~~this ~~8-K~~report ~~filed~~to ~~with~~be ~~the~~signed ~~SEC~~ on ~~January~~its 3,behalf ~~2023,~~by ~~and incorporated~~the byundersigned ~~reference~~hereunto ~~herein~~duly authorized.

	Journey Medical Corporation

	(Registrant)
Date: September 26, 2025
	By:	/s/ Claude Maraoui
		Claude Maraoui
		President and Chief Executive Officer

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).

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

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