United States securities and exchange commission logo
September 17, 2021
Claude Maraoui
Chief Executive Officer, President and Director
Journey Medical Corporation
9237 E Via de Ventura Blvd., Suite 105
Scottsdale, AZ 85258
Re: Journey Medical
Corporation
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted September
2, 2021
CIK No. 0001867066
Dear Mr. Maraoui:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
September 2, 2021
Capitalization, page 52
1. In response to prior
comment nine, we note you changed the total label from total
capitalization to total
liabilities and stockholders' equity. Since total liabilities and
stockholders' (deficit)
is $72,725,000 according to page F-2, and not $32,627,000 as
presented here, it
appears that the label should remain total capitalization. Please revise
accordingly.
Claude Maraoui
FirstName LastNameClaude
Journey Medical CorporationMaraoui
Comapany 17,
September NameJourney
2021 Medical Corporation
September
Page 2 17, 2021 Page 2
FirstName LastName
Consolidated Financial Statements
Revenue Recognition, page 59
2. We have reviewed your revised disclosure in response to prior comment
19 and it does not
appear that you have disclosed sufficient information to enable
financial statement users
to understand the nature, amount, timing, and uncertainty of revenue
and cash flows
arising from contracts with customers. Specifically, it does not
appear that you have
provided the qualitative and quantitative information about the
significant judgements
(i.e., inputs and assumptions) and changes in the judgments, as set
forth in ASC 606-10-
50-20, and 50-1 though 50-2, as it relates to the determination of the
transaction price,
etc. Please revise your disclosure accordingly.
You may contact Michael Fay at 202-551-3812 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Gary Guttenberg at 202-551-6477 or Jeffrey Gabor at 202-551-2544 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Mark F. McElreath, Esq.