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): ~~December~~January 2122, ~~2023~~2024

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
N/A		N/A		None

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 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

AsThe information ~~previously~~set ~~disclosed,~~forth onbelow ~~November~~in ~~17,~~Item ~~2023, Timber Pharmaceuticals, Inc~~2.01 ~~(the “Company”) and certain of its subsidiaries (the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions”) under Chapter 11 of the United States Bankruptcy Code~~ in ~~the~~this ~~United~~Current ~~States~~Report ~~Bankruptcy~~on ~~Court~~Form ~~for~~8-K ~~the District of Delaware (the “Chapter 11 Case”). The Chapter 11 Case~~ is ~~being~~hereby ~~administered~~incorporated ~~under~~by ~~caption~~reference ~~and~~into ~~case~~this ~~number:~~Item ~~In re: Timber Pharmaceuticals, Inc~~1.~~, et al~~01.~~, Case No. 23-11878.~~

OnItem December 21, 2023, the Company and the Debtors filed monthly operating reports with the Bankruptcy Court for the period covering November 17, 2023 through the month ended November 30, 2023 (the “Monthly Operating Reports”). The Monthly Operating Reports are attached hereto as Exhibit 99.1~~, Exhibit 99~~.203 ~~and~~Bankruptcy ~~Exhibit~~or 99Receivership.~~3 and are incorporated herein by reference.~~

The information ~~Company~~set ~~will~~forth ~~file,~~below ~~under~~in ~~cover~~Item of2.01 ain this Current Report on Form 8-K, ~~its~~is ~~periodic~~hereby ~~financial~~incorporated ~~reports~~by ~~filed~~reference ~~with~~into ~~the~~this ~~Bankruptcy~~Item Court, as well as other material financial information concerning developments in its bankruptcy proceedings, in lieu of filing the Company’s annual and quarterly reports under the Securities Exchange Act of 1934 (the “Exchange Act”)1.03.

~~Cautionary~~Item ~~Note~~2.01 ~~Regarding~~Completion ~~the~~of ~~Monthly~~Acquisition ~~Operating~~or ~~Reports~~Disposition of Assets.

~~The~~As previously ~~Company~~disclosed, ~~cautions~~on ~~investors~~November ~~and~~17, ~~potential~~2023, ~~investors~~Timber ~~not~~Pharmaceuticals, toInc., ~~place~~a ~~undue~~Delaware ~~reliance~~corporation ~~upon~~ (the ~~information~~“Company”), ~~contained~~and incertain of ~~the~~its ~~Monthly~~subsidiaries ~~Operating~~(collectively ~~Reports,~~with ~~which~~the ~~were~~Company, ~~not prepared for~~ the ~~purpose~~“Debtors”) ofeach ~~providing~~filed ~~the~~voluntary ~~basis~~petitions for anrelief ~~investment~~under ~~decision~~Chapter 11 ~~relating~~of toTitle ~~any~~11 ~~Company~~of ~~securities.~~the ~~The~~United ~~Monthly~~States ~~Operating~~Code ~~Reports~~(the ~~are~~“Bankruptcy ~~limited~~Code”) in ~~scope~~the ~~and~~United ~~have~~States ~~been~~Bankruptcy ~~prepared~~Court ~~solely~~ for the ~~purpose~~District of Delaware ~~complying with requirements of~~ (the “Bankruptcy Court”). The ~~Monthly~~Debtors’ ~~Operating~~Chapter ~~Reports~~11 ~~were~~cases ~~not reviewed by independent accountants,~~ are inbeing ajointly ~~format~~administered ~~prescribed~~under ~~by applicable bankruptcy laws, and are subject to future adjustment. The financial information in~~ the ~~Monthly~~caption ~~Operating Reports is not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”),~~ and, case ~~therefore~~number, ~~may~~In ~~exclude~~re ~~items~~Timber ~~required by GAAP~~Pharmaceuticals, ~~such~~et ~~as certain reclassifications~~al., ~~eliminations,~~Case ~~accruals, valuations and disclosures~~No. ~~The~~23-1187 ~~Monthly Operating Reports also relate to a period that is different from~~ (the ~~historical~~“Chapter ~~periods~~11 ~~required in the Company’s reports pursuant to the Exchange Act~~Case”).

~~Cautionary~~In connection ~~Note~~with ~~Regarding~~the ~~Trading~~Chapter in11 Case, on November 17, 2023, the Debtors, LEO Pharma A/S and LEO Spiny Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of LEO US Holding, Inc., a Delaware corporation (collectively with LEO Pharma A/S and LEO Spiny Merger Sub, Inc., “LEO”) entered into a “stalking horse” asset purchase agreement (the “Stalking Horse Agreement”). Pursuant to the terms of the Stalking Horse Agreement. the Debtors agreed to sell substantially all of the assets of the Company’s ~~Securities~~and its subsidiaries, including TMB-001, to LEO (the “Asset Sale”), for a purchase price of $14.35 million (the “Purchase Price”) plus the assumption of certain liabilities, subject to approval by the Bankruptcy Court and other agreed-upon conditions.

~~The~~On January ~~Company~~22, ~~cautions~~2024, ~~that trading in~~ the ~~Company’s~~Bankruptcy ~~securities~~Court ~~during~~entered ~~the~~an ~~pendency~~order ofauthorizing the ~~Chapter~~Asset 11Sale ~~Case~~pursuant ~~is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship~~ to the ~~actual~~terms ~~recovery, if any, by holders~~ of the ~~Company’s~~Stalking ~~securities~~Horse ~~in the Chapter 11 Case~~Agreement. ~~Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.~~

~~Cautionary~~On January ~~Note~~22, ~~Regarding~~2024, ~~Forward-Looking~~the ~~Statements~~Debtors and LEO closed the Asset Sale contemplated by the Stalking Horse Agreement, thereby completing the disposition of the substantially all of the assets of the Company and its subsidiaries, including TMB-001.

~~This~~In connection ~~Current~~with ~~Report on Form 8-K may contain forward-looking statements, including statements regarding~~ the ~~Chapter~~closing ~~11 Case and the Company’s ability to continue operating in the ordinary course while the Chapter 11 Case is pending, within the meaning~~ of the ~~Private~~Asset ~~Securities Litigation Reform Act of 1995. Words such as “anticipates~~Sale,” “believes,” “expects,” “intends,” “potential,” “projects,” “target,” “will,” “would” and “future” or similar expressions are intended to identify forward looking statements. These statements are based upon the ~~current~~Purchase ~~expectations~~Price ~~and~~was ~~beliefs~~paid ofby management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties includeLEO, ~~but~~inter ~~are not limited to~~alia, ~~(i)~~through ~~potential~~a ~~adverse~~credit ~~effects~~bid of ~~the~~all outstanding ~~Chapter~~obligations 11owed ~~Case~~under on the ~~Company’s~~DIP ~~liquidity~~Loan ~~and~~Agreement ~~results of operations;~~ (~~ii)~~as ~~the~~defined ~~Company’s ability to obtain timely approval by the Bankruptcy Court of the motions filed~~ in the ~~Chapter~~Stalking 11Horse ~~Case; (iii~~Agreement) employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; (iv) the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 Case; (v) the effects of the Chapter 11 Case on the Company and on the interests of various constituents, including holders of the Company’s common stock; (vi) the Bankruptcy Court’s rulings in the ~~Chapter~~principal 11amount ~~Case and the outcome~~ of $13.9 ~~the~~million ~~Chapter 11 Case generally;~~ (~~vii)~~plus ~~the~~outstanding ~~length~~interest ~~of time that the Company will operate under Chapter 11 protection~~ and ~~the~~fees ~~continued~~owed ~~availability of operating capital during the pendency of the Chapter 11 Case; (viii~~thereunder). risks associated with third party motions in the Chapter 11 Case; (ix) increased administrative and legal costs related to the Chapter 11 process; (x) exposure to potential litigation and inherent risks involved in a bankruptcy process; (xi) diversion of management’s attention from ongoing business operations and opportunities; (xii) potential adverse reactions or changes to business or employee relationshipsAccordingly, ~~including~~as ~~those resulting from the bankruptcy proceedings~~ of the ~~Company;~~closing ~~(xiii) risks arising from the delisting~~ of the ~~Company’s~~Asset ~~common stock from The NYSE American~~Sale, ~~LLC; (xiv) risks relating to~~ the ~~Company’s~~DIP Loan ~~attempts~~Agreement towas ~~confirm~~deemed ~~its~~satisfied ~~Chapter 11 plan, including the risk that the Chapter 11 plan may not be accepted by the Company’s creditors or confirmed by the Bankruptcy Court;~~ and ~~(xv)~~paid ~~other risks and uncertainties, including those described~~ in the section entitled “Risk Factors” in the Company’s most recent annual or quarterly report filed with the Securities and Exchange Commission and in other filings the Company makes with the Securities and Exchange Commission from time to timefull. The forward-looking statements herein do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update the information contained in this Current Report on Form 8-K to reflect new events or circumstances, except as required by law.

~~Item~~Each of 9the foregoing descriptions of the Stalking Horse Agreement and DIP Credit Agreement in this Current Report on Form 8-K does not purport to be complete and is subject and qualified in its entirety by reference to the full text of the Stalking Horse Agreement and the DIP Credit Agreement, which are attached as Exhibit 10.011 ~~Financial~~and ~~Statements~~Exhibit 10.2, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on November 17, 2023 and ~~Exhibits~~are incorporated herein by reference.

~~(d)~~Item ~~Exhibits~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

99.1	Timber Pharmaceuticals, Inc., Monthly Operating Report for the period covering November 17, 2023 through the month ended November 30, 2023, filed with the United States Bankruptcy Court for the District of Delaware.
99.2	Timber Pharmaceuticals LLC, Monthly Operating Report for the period covering November 17, 2023 through the month ended November 30, 2023, filed with the United States Bankruptcy Court for the District of Delaware.
99.3	BioPharmX Inc., Monthly Operating Report for the period covering November 17, 2023 through the month ended November 30, 2023, filed with the United States Bankruptcy Court for the District of Delaware.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Effective as of the closing of the Asset Sale, each of John Koconis, Chief Executive Officer, President and Chairman of the Board, and Joseph Lucchese, Chief Financial Officer, Treasurer and Secretary, resigned from their respective executive officer and other employment positions they held with the Company and the Company’s subsidiaries, as applicable, and assumed employment positions with LEO Spiny Merger Sub, Inc.

Also effective as of the closing of the Asset Sale, Alan Mendelsohn, Chief Medical Officer, no longer serves as Chief Medical Officer of the Company and any other positions with the Company’s subsidiaries, as applicable and has been offered employment with LEO Spiny Merger Sub, Inc.

SIGNATURES

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: December 22, 2023	By:	/s/ John Koconis
		/s/ Jeffrey T. Varsalone
	Name:	~~John~~Jeffrey ~~Koconis~~T. Varsalone
	Title:	Chief ~~Executive~~Restructuring Officer
Dated: January 22, 2024

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