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. |
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. |
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 |
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) |
IN |
* |
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. |
Item
1.
(a)
Name of Issuer: Journey Medical Corporation
(b)
Address of Issuer’s Principal Executive Offices: 9237 E Via de Ventura Blvd, Suite 105, Scottsdale, AZ 85258
Item 2(a). |
Name of Persons Filing: |
B.
Riley Financial, Inc., a Delaware corporation (“BRF”),
B.
Riley Securities, Inc., a Delaware corporation (“BRS”), and
Bryant
R. Riley, an individual.
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Item 2(b). |
Address of Principal Business Office or, if None,
Residence: |
The
principal business address of each of BRF, BRS and Bryant R. Riley is:
11100
Santa Monica Blvd. Suite 800
Los
Angeles, CA 90025
BRF
and BRS are organized under the laws of the State of Delaware.
Bryant
R. Riley is a citizen of the United States of America.
Item 2(d). |
Title of Class of Securities: |
Common
Stock, par value $0.0001 per share
48115J109
Item 3. |
If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not
applicable |
|
(a) |
☒ |
Broker
or dealer registered under Section 15 of the Act; |
|
|
|
|
|
(b) |
☐ |
Bank as
defined in Section 3(a)(6) of the Act; |
|
|
|
|
|
(c) |
☐ |
Insurance
company as defined in Section 3(a)(19) of the Act; |
|
|
|
|
|
(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act of 1940; |
|
|
|
|
|
(e) |
☐ |
An investment
adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
☐ |
An employee
benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
|
|
|
|
|
(g) |
☐ |
A parent
holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A savings
associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
☐ |
A church
plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
|
|
|
|
|
(j) |
☐ |
A non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
|
|
|
|
|
(k) |
☐ |
Group, in accordance with
Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the
type of institution: ____ |
(a) |
Amount Beneficially
Owned: |
As
of the date hereof, BRS directly owned 864,695 shares of common stock of the Issuer. As of the date hereof, BRF may beneficially own
864,695 shares of common stock of the Issuer, which are held directly by BRS, one of BRF’s indirect wholly owned subsidiaries.
As
of the date hereof, Bryant R. Riley may beneficially own 864,695 shares of common stock of the Issuer held directly by BRS in the manner
specified in the paragraph above.
The
foregoing should not be construed as an admission by any Reporting Person as to beneficial ownership of any Common Shares owned by another
Reporting Person. Each of the Reporting Persons disclaims beneficial ownership of the Common Shares that are not directly owned by such
Reporting Person, except to the extent of their pecuniary interest therein.
As
of the date hereof, BRS directly owned 4.9% of the outstanding shares of common stock of the Issuer. As of the date hereof, BRF as the
parent company of BRS may be deemed to have beneficially owned 4.9% of the outstanding shares of common stock of the Issuer directly
owned by BRS.
As
of the date hereof, Bryant R. Riley may beneficially own 4.9% of the outstanding shares of common stock of the Issuer held directly by
BRS in the manner specified in the paragraph above.
The
foregoing should not be construed as an admission by any Reporting Person as to beneficial ownership of any Common Shares owned by another
Reporting Person. Each of the Reporting Persons disclaims beneficial ownership of the Common Shares that are not directly owned by such
Reporting Person, except to the extent of their pecuniary interest therein.
(c) |
Number of shares as
to which such person has: |
|
(i) |
Sole power to vote or
to direct the vote: See cover page Items 5-9. |
|
(ii) |
Shared power to vote
or to direct the vote: See cover page Items 5-9. |
|
(iii) |
Sole power to dispose
or to direct the disposition of: See cover page Items 5-9. |
|
(iv) |
Shared power to dispose
or to direct the disposition of: See cover page Items 5-9. |
Item 5. |
Ownership of Five Percent
or Less of a Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☒.
Item
6. |
Ownership
of more than Five Percent on Behalf of Another Person.
Not
Applicable. |
Item 7. |
Identification
and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
Not
Applicable. |
Item 8. |
Identification and classification
of members of the group.
Not Applicable. |
Item 9. |
Notice of Dissolution
of Group.
Not Applicable. |
By
signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
December 29, 2022
|
B.
RILEY FINANCIAL, INC. |
|
|
|
|
By: |
/s/
Bryant R. Riley |
|
Name: |
Bryant
R. Riley |
|
Title: |
Co-Chief Executive Officer |
|
|
|
|
B.
RILEY SECURITIES, INC. |
|
|
|
|
By: |
/s/
Andrew Moore |
|
Name: |
Andrew
Moore |
|
Title: |
Chief
Executive Officer |
|
|
|
|
BRYANT
R. RILEY |
|
|
|
|
By: |
/s/
Bryant R. Riley |
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
7