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): ~~November~~December 21, 2023

TIMBER PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37411		59-3843182
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3 Mountainview Road, Suite 100,

Warren, NJ 07059

(Address of principal executive offices)

Registrant’s telephone number, including area code: (908) 636-7160

N/A

(Former name or former address, if changed since last report.)

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 (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.001 Par Value		TMBR		The NYSE American, LLC

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		None

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).

Emerging growth company ☐

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 38.01 ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

As previously disclosed, on November 17, 2023, Timber Pharmaceuticals, Inc. (the “Company”) and certain of its subsidiaries (the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions”) under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Chapter 11 Case”). The Chapter 11 Case is being administered under caption and case number: In re: Timber Pharmaceuticals, Inc., et al., Case No. 23-11878.

On ~~November~~December 21, 2023, the Company ~~received~~and ~~written notice (~~the ~~“Delisting~~Debtors ~~Notice”)~~filed ~~from~~monthly ~~the~~operating ~~staff~~reports ofwith ~~NYSE~~the ~~Regulation,~~Bankruptcy ~~Inc.~~Court ~~(“NYSE~~for ~~Regulation”) notifying~~ the ~~Company~~period ~~that,~~covering asNovember a17, ~~result~~2023 ofthrough the ~~Bankruptcy~~month ~~Petitions~~ended ~~and~~November in30, ~~accordance~~2023 ~~with Section 1003~~(~~c)(iii) of~~ the ~~NYSE~~“Monthly ~~American~~Operating ~~Company~~Reports”). ~~Guide, the~~The ~~NYSE~~Monthly ~~Regulation~~Operating ~~had~~Reports ~~determined~~are ~~that~~attached ~~the~~hereto ~~Company’s~~as ~~common~~Exhibit ~~stock~~99.1, ~~(the~~Exhibit ~~“Securities”)~~99.2 ~~will~~and beExhibit ~~delisted~~99.3 ~~from~~and ~~the~~are ~~NYSE~~incorporated ~~American~~herein ~~LLC~~by ~~(the “NYSE American”)~~reference.

~~Additionally,~~The onCompany ~~November~~will 21file, ~~2023~~under ~~the~~cover ~~Company~~of ~~received~~a ~~written~~Current ~~notice~~Report ~~(the~~on ~~“Filing~~Form ~~Deficiency~~8-K, ~~Notice”)~~its ~~from~~periodic ~~NYSE~~financial ~~Regulation~~reports ~~notifying~~filed ~~the Company that it is not in compliance~~ with the ~~NYSE~~Bankruptcy ~~American’s~~Court, ~~continued~~as ~~listing~~well ~~standards~~as ~~because~~other itmaterial ~~failed~~financial toinformation ~~timely~~concerning ~~file~~developments in its ~~Form~~bankruptcy ~~10-Q for the period ended September 30~~proceedings, ~~2023~~in ~~(the~~lieu ~~“Delinquent~~of ~~Report”)~~filing by the ~~filing due date of November 20, 2023. The~~ Company’s isannual ~~therefore subject to the procedures~~ and ~~requirements~~quarterly ~~set~~reports ~~forth~~under inthe ~~Section~~Securities ~~1007~~Exchange Act of 1934 (the ~~NYSE~~“Exchange ~~American Company Guide~~Act”).

AsCautionary ~~previously~~Note ~~disclosed~~Regarding ~~on November 15, 2023,~~ the ~~Company~~Monthly ~~did~~Operating not have the funds or personnel necessary to prepare and file the Delinquent Report on or before the November 14, 2023. Subsequently, due to the considerable time and resources the Company’s management is devoting to the Chapter 11 Case, the Company did not have the funds or personnel necessary to prepare and file the Delinquent Report on or before November 20, 2023, the extended due date.Reports

The Company ~~may~~cautions ~~appeal~~investors ~~the~~and ~~determination~~potential ~~pursuant~~investors not to ~~Part~~place 12undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared for the purpose of providing the ~~NYSE~~basis ~~American~~for an investment decision relating to any Company ~~Guide~~securities. ~~within~~The ~~seven~~Monthly ~~calendar~~Operating ~~days~~Reports are limited in scope and have been prepared solely for the purpose of complying with requirements of the ~~Delisting~~Bankruptcy ~~Notice~~Court. ~~However~~The Monthly Operating Reports were not reviewed by independent accountants, are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment. The financial information in the ~~Company~~Monthly ~~does~~Operating Reports is not ~~intend~~prepared toin ~~appeal~~accordance ~~this~~with ~~determination~~accounting principles generally accepted in the United States (“GAAP”), and, therefore, itmay isexclude ~~expected~~items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures. The Monthly Operating Reports also relate to a period that is different from the ~~Securities~~historical ~~will~~periods berequired ~~delisted~~in the Company’s reports pursuant to the Exchange Act.

~~Trading~~Cautionary ofNote ~~the~~Regarding ~~Securities~~Trading ~~are~~in ~~expected to be suspended and a Form 25-NSE will be filed with~~ the ~~Securities~~Company’s ~~and Exchange Commission (the “SEC”), which will remove the~~ Securities from listing and registration on the NYSE American. As a result, the Securities are expected to begin trading on the over-the-counter market following such suspension of trading on the NYSE American.

~~Item~~The 7Company cautions that trading in the Company’s securities during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks.01 ~~Regulation~~Trading FDprices ~~Disclosure~~for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Case. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

~~NOL~~Cautionary ~~Order~~Note Regarding Forward-Looking Statements

InThis ~~connection~~Current ~~with~~Report on Form 8-K may contain forward-looking statements, including statements regarding the ~~commencement~~Chapter of11 ~~their~~Case and the Company’s ability to continue operating in the ordinary course while the Chapter 11 Case is pending, within the ~~Debtors~~meaning ~~filed~~of athe ~~number~~Private ofSecurities ~~motions~~Litigation ~~with~~Reform ~~the~~Act ~~Bankruptcy~~of ~~Court~~1995. ~~Among~~Words ~~these~~such ~~was~~as a“anticipates,” ~~motion~~“believes,” “expects,” “intends,” “potential,” “projects,” “target,” “will,” “would” and “future” or similar expressions are intended to ~~establish~~identify forward looking statements. These statements are based upon the current expectations and beliefs of management and are subject to certain ~~procedures~~risks and uncertainties that could cause actual results to ~~protect~~differ ~~any~~materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, (i) potential ~~value~~adverse effects of the Chapter 11 Case on the Company’s ~~net~~liquidity ~~operating~~and ~~loss~~results ~~carryforwards~~of operations; (ii) the Company’s ability to obtain timely approval by the Bankruptcy Court of the motions filed in the Chapter 11 Case; (iii) employee attrition and the Company’s ability to retain senior management and other ~~tax~~key ~~attributes~~personnel due to the distractions and uncertainties; (iv) the ~~“NOLs~~Company’s ability to maintain relationships with suppliers,” customers, employees and ~~such~~other ~~motion,~~third parties and regulatory authorities as a result of the ~~“NOL~~Chapter ~~Motion”~~11 Case; (v). Onthe ~~November~~effects ~~22,~~of ~~2023~~the Chapter 11 Case on the Company and on the interests of various constituents, including holders of the Company’s common stock; (vi) the Bankruptcy Court’s ~~entered~~rulings anin ~~interim~~the ~~order~~Chapter ~~approving~~11 Case and the ~~NOL~~outcome ~~Motion~~of the Chapter 11 Case generally; (vii) the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Case; (viii) risks associated with third party motions in the Chapter 11 Case; (ix) increased administrative and legal costs related to the Chapter 11 process; (x) exposure to potential litigation and inherent risks involved in a bankruptcy process; (xi) diversion of management’s attention from ongoing business operations and opportunities; (xii) potential adverse reactions or changes to business or employee relationships, including those resulting from the bankruptcy proceedings of the Company; (xiii) risks arising from the delisting of the Company’s common stock from The NYSE American, LLC; (xiv) risks relating to the Company’s attempts to confirm its Chapter 11 plan, including the risk that the Chapter 11 plan may not be accepted by the Company’s creditors or confirmed by the Bankruptcy Court; and (xv) other risks and uncertainties, including those described in the section entitled “~~NOL~~Risk ~~Order~~Factors”) in the Company’s most recent annual or quarterly report filed with the Securities and Exchange Commission and in other filings the Company makes with the Securities and Exchange Commission from time to time. The forward-looking statements herein do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update the information contained in this Current Report on Form 8-K to reflect new events or circumstances, except as required by law.

The NOL Order establishes certain procedures (the “Procedures”) with respect to direct and indirect trading and transfers of stock of the Company in order to protect any potential value of the Company’s NOLs for use in connection with the reorganization. As approved on an interim basis, the Procedures restrict transactions involving, and require notices of the holdings of and proposed transactions by, any person or group of persons that is or, as a result of such a transaction, would become, a Substantial Shareholder of the common stock issued by the Company (the “Common Stock”). For purposes of the Procedures, a “Substantial Shareholder” is any person or, in certain cases, group of persons that beneficially own, directly or indirectly (and/or owns options to acquire) at least approximately 146,608 shares of Common Stock (representing approximately 4.75% of all issued and outstanding shares of Common Stock). Any prohibited transfer of Common Stock would be null and void from the beginning and may lead to contempt, compensatory damages, punitive damages, or sanctions being imposed by the Bankruptcy Court. In addition, the NOL Order establishes November 17, 2023 as the “Record Date” applicable to certain claims trading activity that may be governed by additional procedures that the Debtors requested by the NOL Motion be established by a final order. These additional procedures not yet approved by the Bankruptcy Court would (i) establish certain future circumstances under which any person, group of persons, or entity holding, or which as a result of a proposed transaction may hold, a substantial amount of certain claims against the Debtors may be required to file notice of its holdings of such claims and of proposed transactions involving such claims, which transactions may be restricted, and (ii) describe certain limited circumstances thereafter under which such person(s) may be required to sell, by a specified date, all or a portion of any such claims acquired during the Chapter 11 Case.

This same information may also be found at https://www.kroll.com/en/restructuring-administration-cases, a website administered by Kroll Restructuring Administration LLC, a third-party bankruptcy claims and noticing agent. The information on this website is not incorporated by reference into, and does not constitute part of, this Current Report on Form 8-K.

The foregoing summary of the NOL Order is qualified in its entirety by reference to the full text of the NOL Order, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Press Release

On November 28, 2023, the Company issued a press release announcing that the United States Bankruptcy Court for the District of Delaware had approved all of its first-day motions and announcing the Delisting Notice and the Filing Deficiency Notice. A copy of the press release is attached as Exhibit 99.2.

The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1 and Exhibit 99.2, is being furnished to the SEC, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Cautionary Information Regarding Trading in the Company’s Securities

The Company cautions that trading in the Company’s securities (including, without limitation, the Company’s common stock) during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Case. As currently contemplated under the LEO Stalking Horse APA, stockholders will not receive any payment or other distribution. The Company expects that holders of shares of the Company’s common stock could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Case. As currently contemplated under the LEO Stalking Horse APA, stockholders will not receive any payment or other distribution. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

99.1	99Timber Pharmaceuticals, Inc.1, Monthly Operating Report for the period covering November 17, 2023 through the month ended November 30, 2023, filed with the United States Bankruptcy Court for the District of Delaware.	~~NOL Order.~~
99.2	99Timber Pharmaceuticals LLC, Monthly Operating Report for the period covering November 17, 2023 through the month ended November 30, 2023, filed with the United States Bankruptcy Court for the District of Delaware.2	~~Press Release, dated November 28, 2023.~~
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
99.3	BioPharmX Inc., Monthly Operating Report for the period covering November 17, 2023 through the month ended November 30, 2023, filed with the United States Bankruptcy Court for the District of Delaware.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TIMBER PHARMACEUTICALS, INC.
Date: November 28, 2023	By:	/s/ John Koconis
Date: December 22, 2023	By:	/s/ John Koconis
	Name:	John Koconis
	Title:	Chief Executive Officer

Filing Compare · TREX WIND-DOWN, INC.