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 1421, 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

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 13.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~The~~As ~~information~~previously ~~set~~disclosed, ~~forth~~on ~~below~~November in17, ~~Item~~2023, 1Timber Pharmaceuticals, Inc.03 (the “Company”) and ~~Item~~certain ~~2.03~~of inits ~~this~~subsidiaries ~~Current~~(the ~~Report~~“Debtors”) onfiled ~~Form 8-K~~voluntary ~~under~~petitions (the ~~captions~~ “~~LEO~~Bankruptcy ~~Stalking~~Petitions”) ~~Horse~~under ~~APA”~~Chapter ~~and~~11 ~~“Debtor-~~of the United States Bankruptcy Code in~~-Possession~~ ~~Financing”,~~the ~~respectively,~~United ~~are~~States ~~hereby~~Bankruptcy ~~incorporated~~Court byfor ~~reference~~the ~~into~~District ~~this~~of ~~Item~~Delaware 1(the “Chapter 11 Case”).~~01.~~

~~Item~~On ~~1.02~~November ~~Termination~~21, 2023, the Company received written notice (the “Delisting Notice”) from the staff of NYSE Regulation, Inc. (“NYSE Regulation”) notifying the Company that, as a ~~Material~~result ~~Definitive~~of ~~Agreement~~the Bankruptcy Petitions and in accordance with Section 1003(c)(iii) of the NYSE American Company Guide, the NYSE Regulation had determined that the Company’s common stock (the “Securities”) will be delisted from the NYSE American LLC (the “NYSE American”).

~~As previously disclosed~~Additionally, on ~~August~~November 2021, 2023, ~~Timber~~the ~~Pharmaceuticals,~~Company ~~Inc.,~~received awritten ~~Delaware~~notice ~~corporation~~ (“the “~~Company~~Filing Deficiency Notice”), ~~entered~~from ~~into~~NYSE anRegulation ~~Agreement~~notifying ~~and~~the ~~Plan~~Company ofthat ~~Merger~~it ~~(the~~is ~~“Merger~~not ~~Agreement”)~~in compliance with ~~LEO~~the USNYSE ~~Holding,~~American’s ~~Inc.,~~continued alisting ~~Delaware~~standards ~~corporation~~because ~~(“Parent”),~~it ~~LEO~~failed ~~Spiny~~to ~~Merger~~timely ~~Sub,~~file ~~Inc.,~~its aForm ~~Delaware~~10-Q ~~corporation~~for ~~and~~the ~~direct,~~period ~~wholly-owned~~ended ~~subsidiary~~September of30, ~~Parent~~2023 (the “~~Merger~~Delinquent ~~Sub~~Report”) ~~and~~by ~~LEO~~the ~~Pharma~~filing ~~A/S,~~due adate ~~Danish Aktieselskab,~~of ~~providing~~November ~~for~~20, ~~among~~2023. ~~other~~The ~~things,~~Company ~~the~~is ~~merger~~therefore ofsubject ~~Merger~~to ~~Sub~~the ~~with~~procedures and ~~into~~requirements ~~the~~set ~~Company~~forth ~~(the~~in ~~“Merger”),~~Section ~~with~~1007 ~~the~~of ~~Company surviving~~ the ~~Merger~~NYSE asAmerican aCompany ~~wholly-owned subsidiary of Parent~~Guide.

OnAs previously disclosed on November 1715, 2023, the Company ~~received~~did anot ~~termination~~have ~~notice from Parent pursuant to Section 8.01(a) of~~ the ~~Merger~~funds ~~Agreement,~~or ~~effective~~personnel ~~November~~necessary ~~17,~~to ~~2023~~prepare ~~at 2:00 p.m. Eastern Standard Time,~~ and file the ~~Merger~~Delinquent ~~Agreement~~Report ~~was~~on ~~terminated~~or inbefore ~~accordance~~the ~~with~~November ~~its~~14, ~~terms~~2023. ~~Section~~Subsequently, ~~8.01(a)~~due ofto the ~~Merger~~considerable ~~Agreement~~time ~~provides~~and ~~that~~ resources the ~~Merger~~Company’s ~~Agreement~~management ~~may~~is bedevoting ~~terminated~~to ~~by Parent if~~ the ~~required~~Chapter ~~stockholder~~11 ~~approval~~Case, ~~to consummate~~ the ~~Merger~~Company isdid not ~~obtained.~~have ~~Parent and~~ the ~~Company,~~funds ~~after~~or ~~careful~~personnel ~~consideration,~~necessary ~~each~~to ~~determined~~prepare ~~that~~and ~~there~~file ~~was not a viable path forward to consummate~~ the ~~Merger~~Delinquent ~~primarily~~Report ~~due~~on toor ~~the~~before ~~Company’s~~November ~~inability~~20, to2023, ~~obtain~~ the ~~required~~extended ~~stockholder~~due ~~approval to consummate the Merger~~date.

The ~~foregoing~~Company ~~description~~may ofappeal the ~~Merger~~determination ~~Agreement~~pursuant ~~does not purport~~ to bePart ~~complete~~12 ~~and~~of ~~is qualified in its entirety by~~ the ~~full~~NYSE ~~text~~American ofCompany ~~the~~Guide ~~Merger~~within ~~Agreement,~~seven acalendar ~~copy~~days of ~~which was previously filed with~~ the ~~Securities~~Delisting ~~and Exchange Commission as Exhibit 2~~Notice.1 toHowever, the Company’s ~~Current~~does ~~Report~~not onintend ~~Form~~to ~~8-K~~appeal ~~filed~~this ondetermination, ~~August~~and, 21therefore, ~~2023~~it ~~and~~ is ~~incorporated~~expected bythat ~~reference~~the ~~herein~~Securities will be delisted.

~~Item~~Trading 1of the Securities are expected to be suspended and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Securities from listing and registration on the NYSE American.03 ~~Bankruptcy~~As ora ~~Receivership~~result, the Securities are expected to begin trading on the over-the-counter market following such suspension of trading on the NYSE American.

~~Voluntary~~Item ~~Petition~~7.01 ~~for~~Regulation ~~Bankruptcy~~FD Disclosure.

OnNOL ~~November~~Order 17, 2023, the Company and its affiliates, Timber Pharmaceuticals LLC (“Timber LLC”) and BioPharmX Inc. (“BioPharmX”, and together with the Company and Timber LLC, collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 (“Chapter 11”) of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), thereby commencing Chapter 11 cases for the Company and its affiliates (which cases the Company will be asking the Bankruptcy Court to jointly administer under Case No. 23-11878, hereafter, the "Chapter 11 Case"). The Company and its affiliates continue to operate their business as “debtor-in-possession” in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Company will be seeking approval of a variety of “first day” motions containing customary relief intended to enable the Company to continue its ordinary course operations. The Company intends to commence a process, subject to Bankruptcy Court approval, to sell substantially all the assets of the Company and its affiliated Debtors, including the TMB-001 program, during the Chapter 11 Case. Additional information about the Chapter 11 Case, including access to Bankruptcy Court documents, is available for free online 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~~In ~~Company~~connection iswith ~~pursuing~~the ~~efforts~~commencement inof ~~the~~their Chapter 11 ~~Cases~~Case, tothe ~~maximize~~Debtors ~~the~~filed ~~value~~a number of ~~its~~motions ~~assets~~with ~~for~~ the ~~benefit~~Bankruptcy ofCourt. ~~all~~Among ofthese ~~its~~was ~~stakeholders. However,~~a ~~the~~motion ~~outcome~~to establish certain procedures to protect any potential value of the ~~bankruptcy~~Company’s ~~process~~net isoperating ~~inherently~~loss ~~unpredictable~~carryforwards and other tax attributes (the “NOLs,” and ~~holders~~such ofmotion, ~~shares~~the of“NOL Motion”). On November 22, 2023, the ~~Company’s~~Bankruptcy ~~common~~Court ~~stock~~entered ~~could~~an ~~experience~~interim aorder ~~complete~~approving ~~loss~~the onNOL ~~their~~Motion ~~investment~~(the “NOL Order”).

~~LEO~~The ~~Stalking~~NOL ~~Horse~~Order ~~APA~~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.

OnThis ~~November~~same ~~17,~~information ~~2023,~~may ~~prior~~also tobe ~~the~~found ~~filing of the Chapter 11 Case, the Debtors~~at ~~entered into a “stalking horse” asset purchase agreement (the “Purchase Agreement”) with LEO Pharma A~~https:/~~S and Merger Sub (together with LEO Pharma A~~/~~S, “LEO”) to sell substantially all of the assets of the Company and its subsidiaries, including TMB~~www.kroll.com/en/restructuring-~~001 (the “Purchased Assets”)~~administration-cases, ~~for a purchase price of $14.35 million~~ ~~plus the assumption of certain liabilities. The transaction is part of~~ a ~~sale~~website ~~process~~administered ~~under Section 363 of the Bankruptcy Code that will be subject to approval~~ by ~~the~~Kroll ~~Bankruptcy~~Restructuring ~~Court~~Administration ~~and~~LLC, a ~~compliance with agreed upon and Bankruptcy Court~~third-~~approved~~party ~~bidding~~bankruptcy ~~procedures~~claims ~~allowing for the submission of higher or otherwise better offers,~~ and ~~other~~noticing ~~agreed-upon conditions~~agent. InThe ~~accordance~~information ~~with~~on ~~the~~this ~~sale~~website ~~process~~is ~~under~~not ~~Section~~incorporated ~~363~~by ofreference ~~the Bankruptcy Code~~into, ~~notice of the proposed sale to LEO will be given to third parties~~ and ~~competing~~does ~~bids~~not ~~will~~constitute bepart ~~solicited by the Company. The Company will manage the bidding process and evaluate the bids~~of, inthis ~~consultation~~Current ~~with~~Report ~~its~~on ~~advisors~~Form ~~and as overseen by the Bankruptcy Court~~8-K.

The ~~Purchase~~foregoing ~~Agreement~~summary ~~contains customary representations and warranties~~ of the ~~parties~~NOL ~~and~~Order is ~~subject~~qualified toin aits ~~number~~entirety ofby ~~closing~~reference ~~conditions,~~to ~~including, among others, (i)~~ the ~~accuracy~~full oftext ~~representations and warranties~~ of the ~~parties;~~NOL ~~(ii)~~Order, ~~material~~a ~~compliance~~copy ~~with the obligations~~ of ~~the~~which ~~parties~~is ~~set~~attached ~~forth~~hereto ~~in the Purchase Agreement and the Ancillary Documents (~~as ~~defined~~Exhibit in99.1 ~~the Purchase Agreement)~~ and ~~(iii)~~incorporated ~~entry~~ by ~~certain~~reference ~~employees of the Company into employment agreements with LEO~~herein.

~~The~~Press Purchase Agreement may be terminated, subject to certain exceptions: (i) by the mutual written consent of the parties; (ii) by either party, if any court of competent jurisdiction or other competent governmental authority issues a final, non-appealable order prohibiting the transactions; (iii) by LEO, if the closing has not occurred on or prior to February 15, 2024; (iv) by either party, for certain material breaches by the other party of its representations and warranties or covenants that remain uncured; (v) automatically, (a) upon the consummation of an alternative transaction with one or more persons other than LEO; or (b) if LEO is not selected as the prevailing party or backup bidder at the conclusion of the auction contemplated by the Section 363 sale process (the “Auction”); and (vi) by LEO if (a) the Company or its affiliates take material steps to convert the Bankruptcy Petition (as defined in the Purchase Agreement) to a Chapter 7 petition; (b) the Company or its affiliates take material steps to appoint a trustee or examiner with enlarged powers relating to operation of the business; (c) the Bankruptcy Court enters an order lifting the automatic stay and allowing the assets to be foreclosed on; (d) the Company seeks to withdraw the Sale Motion; (e) LEO is disallowed from providing a credit bid; (f) an Event of Default (each as defined in the DIP Credit Agreement (as defined below)) occurs under the DIP Credit Agreement; (g) either the Bidding Procedures Order or the Sale Order (each as defined in the Purchase Agreement) is reversed or vacated or is subject to a stay or otherwise materially modified; (g) the Bidding Procedures Order is not entered by December 14, 2023; (h) the Sale Order is not entered by January 12, 2024; (i) the Auction is not held by January 8, 2024, or (j) the Sale Hearing is not held by January 12, 2024.Release

~~The~~On ~~Purchase~~November ~~Agreement~~28, ~~provides~~2023, ~~that~~ the Company ~~will~~issued ~~pay~~a ~~certain~~press ~~bid~~release ~~protections~~announcing tothat ~~LEO upon~~the ~~termination~~United ofStates ~~the~~Bankruptcy ~~transaction~~Court for the ~~entry~~District ~~into and consummation~~ of anDelaware ~~alternative~~had ~~transaction~~approved ~~for~~all ~~the Purchased Assets with a party other than LEO. The bid protections consist~~ of aits ~~break~~first-upday ~~fee~~motions toand ~~LEO~~announcing ~~equal~~the toDelisting ~~2.5%~~Notice ofand the ~~cash~~Filing ~~purchase~~Deficiency ~~price,~~Notice. ~~plus~~A ~~reimbursement~~copy of ~~certain~~the ~~expenses,~~press ~~for~~release ~~total~~is ~~bid~~attached ~~protections~~as ofExhibit ~~up to 3~~99.~~5% of the cash purchase price~~2.

The ~~foregoing~~information ~~description~~in ofthis ~~the~~Current ~~Purchase~~Report ~~Agreement~~on ~~does~~Form ~~not~~8-K ~~purport~~under toItem be7.01, ~~complete~~including ~~and~~the isinformation ~~qualified~~contained in ~~its entirety by reference to the Purchase Agreement, a copy of which is filed as~~ Exhibit 1099.1 ~~hereto~~ and isExhibit ~~incorporated~~99.2, byis ~~reference~~being ~~herein.~~furnished ~~The~~to ~~representations~~the SEC, and ~~warranties~~shall ~~contained~~not inbe ~~the~~deemed ~~Purchase~~to ~~Agreement~~be ~~were~~“filed” ~~made only~~ for the purposes of ~~the~~Section ~~Purchase~~18 ~~Agreement and solely for the benefit~~ of the ~~parties~~Securities ~~thereto.~~Exchange ~~Those~~Act ~~representations~~of ~~and~~1934 ~~warranties~~or ~~may~~otherwise be subject to ~~important limitations and qualifications agreed to by~~ the ~~contracting~~liabilities ~~parties. Some~~ of ~~those~~that ~~representations~~section, and ~~warranties~~shall ~~may~~ not be ~~accurate~~deemed ~~or complete as of any particular date because they are subject~~ to ~~contractual~~be ~~standards~~incorporated ofby ~~materiality~~reference ~~different~~into ~~from~~any ~~that~~filing ~~generally~~under ~~applicable to public disclosures to stockholders. Furthermore,~~ the ~~representations~~Securities ~~and~~Act ~~warranties may have been made for the purposes~~ of ~~allocating~~1933, ~~contractual risk between the parties to such contract or other document instead of establishing these matters~~ as ~~facts~~amended, ~~and they may~~ or ~~may~~the ~~not~~Exchange ~~have~~Act, ~~been~~except ~~accurate~~ as ofshall ~~any specific date and do not purport to~~ be ~~accurate~~expressly asset offorth ~~the~~by ~~date~~a ofspecific ~~this~~reference ~~Form 8-K. Accordingly, you should not rely upon the representations and warranties~~ in ~~the~~such ~~Purchase Agreement as statements of factual information~~filing.

~~Separately,~~Cautionary ~~the~~Information ~~Company~~Regarding ~~will~~Trading ~~re-engage with a number of interested parties that previously expressed interest~~ in ~~pursuing a transaction with~~ the Company’s and other parties with respect to a potential sale of the Purchased Assets or a portion thereof. Any of those sales would be subject to review and approval by the Bankruptcy Court and compliance with Bankruptcy Court-approved bidding procedures. Securities

~~Item~~The ~~2.03.~~Company ~~Creation~~cautions that trading in the Company’s securities (including, without limitation, the Company’s common stock) during the pendency of athe ~~Direct~~Chapter ~~Financial~~11 ~~Obligation~~Case is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or anno ~~Obligation~~relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Case. As currently contemplated under anthe LEO ~~Off-Balance~~Stalking ~~Sheet~~Horse ~~Arrangement~~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 ~~Registrant~~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.

Debtor-in-Possession Financing

In connection with the Purchase Agreement, on November 17, 2023, prior to the filing of the Chapter 11 case, the Company and Parent have also agreed to enter into a debtor-in-possession credit facility (the “DIP Credit Facility”) pursuant to a debtor-in-possession credit agreement (the “DIP Credit Agreement”), in substantially the form attached hereto as Exhibit 10.2, to fund the Chapter 11 case in the amount of $13.9 million (plus outstanding interest under the Bridge Loan Agreement referenced below), consisting of $7.4 million of new funding and $6.5 million principal amount of rolled up pre-bankruptcy bridge financing obligations plus outstanding interest outstanding pursuant to the Bridge Loan Agreement, dated August 30, 2023, as amended on October 27, 2023 (the "Bridge Loan Agreement") (which roll up will be subject to approval at a final hearing). The cash payable at closing under the Purchase Agreement will be reduced dollar-for-dollar by the outstanding balance of the DIP Credit Facility, which will be repaid at closing.

If the DIP Credit Agreement is approved by the Bankruptcy Court as proposed, Parent would provide loans in the amount of $13.9 million (plus outstanding interest under the Bridge Loan Agreement) consisting of (i) $3.0 million available immediately upon entry of the Interim Order (the “Initial Loan”), (ii) $3.0 million available upon entry of the final order by the Bankruptcy Court (the “Final Loan”), (iii) $1.4 million which shall be drawn on or prior to January 7, 2024 (the “Post-Order Loan”) and (iv) $6.5 million principal amount of rolled up pre-bankruptcy bridge financing obligations plus outstanding interest outstanding pursuant to the Bridge Loan Agreement. Borrowings under the DIP Credit Facility would be senior secured obligations of the Company, secured by a superpriority lien on the assets of the Company and its subsidiaries (subject to customary exceptions).

The DIP Credit Agreement has various customary covenants, as well as covenants mandating compliance by the Company with a 13-week budget, variance testing and reporting requirements, among others. The proceeds of all or a portion of the proposed DIP Credit Facility may be used for, among other things, post-petition working capital for the Company, payment of costs to administer the Chapter 11 case, payment of expenses and fees of the transactions contemplated by the Chapter 11 case, payment of court-approved adequate protection obligations under the DIP Credit Agreement, and payment of other costs, in each case, subject to an approved budget and such other purposes permitted under the DIP Credit Agreement and the Interim Order or any other order of the Bankruptcy Court.

The DIP Credit Agreement is subject to approval by the Bankruptcy Court, which has not been obtained at this time. The Company is seeking (i) interim approval of the DIP Credit Facility and the Initial Loan in the amount $3.0 million at an interim hearing in the Bankruptcy Court, (ii) final approval at a final hearing in the Bankruptcy Court and the Final Loan in the amount of $3.0 million and (iii) final approval at a final hearing in the Bankruptcy Court and the Post-Order Loan in the amount of $1.4 million. The Company anticipates that the DIP Credit Agreement will become effective promptly following entry of the Interim Order by the Bankruptcy Court.

The foregoing description of the DIP Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the DIP Credit Agreement, as may be approved by the Bankruptcy Court, a form of which is filed as Exhibit 10.2 hereto and is incorporated by reference herein.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 14, 2023, the Board approved the appointment of Jeffrey T. Varsalone, of VRS Restructuring Services, LLC, as the Chief Restructuring Officer (“CRO”) of the Company.

Mr. Varsalone, age 51, is the founder of VRS Restructuring Services, LLC and has served as its Managing Director since its inception in January of 2023. Prior to VRS Restructuring Services, LLC, Mr. Varsalone served as a Managing Director at G2 Capital Advisors, LLC since 2019. With over 25 years of restructuring experience, Mr. Varsalone has served as a CRO for over 20 companies ranging in size from $5 million to $500 million in revenue.

There are no arrangements or understandings between Mr. Varsalone and any other person pursuant to which he was selected as an executive officer of the Company, and there are no family relationships between Mr. Varsalone and any of the Company’s directors or executive officers. Mr. Varsalone has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.

The appointment of Mr. Varsalone as CRO is made pursuant to the Engagement Letter between VRS Restructuring Services, LLC and the Company, dated October 31, 2023 (the “Engagement Letter”), whereby VRS Restructuring Services, LLC was initially engaged as a financial advisor to the Company, with an option by the Company to convert such engagement from that of an advisor to appoint Mr. Varsalone as CRO. There are no additional, and no anticipated additional, compensatory arrangements between the Company and Mr. Varsalone in connection with his performance as the Company’s CRO beyond such fees paid pursuant to the Engagement Letter.

Additionally, on November 14, 2023, the Board approved a form Retention Bonus Agreement (each a “Bonus Agreement”), granting single, lump sum cash payments (each a “Retention Bonus”), to be entered into with certain officers and employees of the Company (each a “Recipient” and collectively, the “Recipients”). Specifically, with respect to the executive officers, the Board approved a Retention Bonus of (i) $95,497.50 to John Koconis, the Company’s Chief Executive Officer, President and Chairman of the Board, (ii) $78,000 to Alan Mendelsohn, the Company’s Chief Medical Officer and Executive Vice President and (iii) $91,000 to Joseph Lucchese, the Company’s Chief Financial Officer, Treasurer and Secretary. Each Retention Bonus was paid by the Company on November 16, 2023.

Each Retention Bonus is conditioned on the Recipient’s continued employment by the Company until the earlier of (i) April 30, 2024 or (ii) the closing of a Transaction (as defined in the Bonus Agreement).

The Company reserves the right to seek repayment of the entire Retention Bonus amount if the Recipient’s employment with the Company is terminated prior to the consummation of a Transaction for any reason except (i) involuntary termination by the Company other than for cause or (ii) termination due to death or total and permanent liability of the Recipient.

The foregoing descriptions of the Engagement Letter and the Bonus Agreement are only summaries and are each qualified in its entirety by reference to the full text of the Engagement Letter and the Form of Bonus Agreement, both of which are attached as Exhibit 10.3 and Exhibit 10.4, respectively, hereto and are incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders

As previously disclosed on November 17, 2023, the Company held its Special Meeting of Stockholders (the “Special Meeting”). The matters voted on at the Special Meeting were: (1) to adopt the Merger Agreement; (2) to approve, on an advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with or following the consummation of the Merger; and (3) to adjourn the Special Meeting if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or any adjournment or postponement thereof. Present at the Special Meeting, in person or by proxy, were holders of approximately 1,241,551 shares of the Company’s common stock, representing approximately 40% of the voting power of the holders of the Company’s issued and outstanding shares of common stock as of September 7, 2023 (the “Record Date”), which constituted a quorum for the transaction of business.

The final voting results were as follows:

1. Despite approximately 36% of the Company's outstanding shares of common stock entitled to vote voting "FOR" the Merger Agreement, the proposal to adopt the Merger Agreement was not approved by the affirmative vote of the holders of a majority of the Company’s outstanding shares of common stock entitled to vote thereon as of the Record Date.

The votes were cast for this matter as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,118,566		109,960		13,025		—

2. The proposal to approve, on an advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with or following the consummation of the Merger was approved by a majority of the votes cast. The votes were cast for this matter as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
940,417		271,638		29,496		—

3. The proposal to adjourn the Special Meeting if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting or any adjournment or postponement thereof, was approved by a majority of the votes cast. The votes were cast for this matter as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
1,056,746		173,603		11,202		—

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

10.1		Asset Purchase Agreement, dated November 17, 2023, by and among the Company, Timber Pharmaceuticals, LLC, BioPharmX, Inc., LEO Pharma, A/S and LEO Spiny Merger Sub, Inc.
	99.1	NOL Order.
10.2		Form of DIP Credit Agreement, to be entered into by the Company, Timber Pharmaceuticals, LLC, BioPharmX, Inc. and LEO US Holding, Inc.*
	99.2	Press Release, dated November 28, 2023.
10.3		Engagement Letter, dated October 31, 2023, by and between the Company and VRS Restructuring, LLC.**
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
10.4		Form of Retention Bonus Agreement, dated November 14, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Portions of this exhibit have been omitted pursuant to Rule 601(b)(10)(iv) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the Commission upon request.

** Portions of this exhibit (indicated by bracketed asterisks) have been omitted in accordance with the rules of the Securities and Exchange Commission.

SIGNATURE

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 17, 2023	By:	/s/ John Koconis
Date: November 28, 2023	By:	/s/ John Koconis
	Name:	John Koconis
	Title:	Chief Executive Officer

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