SEC Form SC 13G/A filed by Journey Medical Corporation (Amendment)
$DERM
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Journey Medical Corporation |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 48115J109 |
| (CUSIP Number) |
| December 27, 2022 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☒ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | 48115J109 |
| 1 | Names of Reporting Persons |
| B. Riley Financial, Inc. | |
| 2 | Check the appropriate box if a member of a Group (see instructions) |
(a) ☐ (b) ☐ | |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of Organization |
| DE |
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power |
| 0 | ||
| 6 | Shared Voting Power | |
| 864,695 | ||
| 7 | Sole Dispositive Power | |
| 0 | ||
| 8 | Shared Dispositive Power | |
| 864,695 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 864,695 | |
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| ☐ | |
| 11 | Percent of class represented by amount in row (9) |
| 4.9%* | |
| 12 | Type of Reporting Person (See Instructions) |
| CO |
| * | Percent of class is calculated based on 17,704,325 shares of common stock, par value $0.0001 (the “Common Stock”) of Journey Medical Corporation (the “Issuer”) outstanding as reported by the Issuer on Form 10-Q filed with the Securities & Exchange Commission (the “SEC”) on November 10, 2022. |
2
| CUSIP No. | 48115J109 |
| 1 | Names of Reporting Persons |
| B. Riley Securities, Inc. | |
| 2 | Check the appropriate box if a member of a Group (see instructions) |
(a) ☐ (b) ☐ | |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of Organization |
| DE |
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power |
| 0 | ||
| 6 | Shared Voting Power | |
| 864,695 | ||
| 7 | Sole Dispositive Power | |
| 0 | ||
| 8 | Shared Dispositive Power | |
| 864,695 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 864,695 | |
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) |
| ☐ | |
| 11 | Percent of class represented by amount in row (9) |
| 4.9%* | |
| 12 | Type of Reporting Person (See Instructions) |
| BD |
| * | Percent of class is calculated based on 17,704,325 shares of the Common Stock of the Issuer outstanding as reported by the Issuer on Form 10-Q filed with the SEC on November 10, 2022. |
3
| CUSIP No. | 48115J109 |
| 1 | Names of Reporting Persons |
| Bryant R. Riley | |
| 2 | Check the appropriate box if a member of a Group (see instructions) |
(a) ☐ (b) ☐ | |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of Organization |
| United States of America |
| Number
of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power |
| 0 | ||
| 6 | Shared Voting Power | |
| 864,695 | ||
| 7 | Sole Dispositive Power | |
| 0 | ||
| 8 | Shared Dispositive Power | |
| 864,695 |