Journey Medical (DERM) Registration Filing summary

Company overview and business model

• Commercial-stage pharmaceutical company focused on selling and marketing FDA-approved prescription drugs for dermatological conditions in the U.S.

• Product portfolio includes eight FDA-approved dermatology drugs, with recent launches such as Emrosi for rosacea and Luxamend for wound care.

• Growth strategy centers on expanding the product portfolio through acquisitions, licensing, and development of new products, as well as out-licensing and lifecycle management.

• Operates as a controlled subsidiary of Fortress Biotech, which maintains voting control via exclusive ownership of Class A Common Stock.

Financial performance and metrics

• Audit report for 2024 and 2023 notes recurring losses from operations and substantial doubt about the ability to continue as a going concern.

• Historical net tangible book value as of September 30, 2025, was $(2.8) million, or $(0.11) per share.

• After the offering, as adjusted net tangible book value would be $23.6 million, or $0.78 per share, with immediate dilution of $6.49 per share to new investors at the assumed offering price.

Use of proceeds and capital allocation

• Net proceeds from securities sales will be used for general corporate purposes, including working capital, R&D, licensing, sales and marketing, administrative expenses, operating expenses, and capital expenditures.

• Management retains broad discretion over allocation of proceeds; funds may also be used for acquisitions or investments in complementary businesses, products, or technologies.

• Pending use, proceeds may be invested in short-term, investment-grade, interest-bearing instruments or held as cash.