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): January 22, 2024

~~TIMBER~~TREX ~~PHARMACEUTICALS~~WIND-DOWN, 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~~TIMBER PHARMACEUTICALS, INC.

(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 15.0103 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

~~The~~On ~~information~~January ~~set~~23, ~~forth~~2024, ~~below~~Trex inWind-down, ~~Item~~Inc. 2(f/k/a Timber Pharmaceuticals, Inc.01) (the “Company”) filed with the Secretary of State of the State of Delaware a certificate of amendment to the Company’s certificate of incorporation, as amended (the “Name Change Amendment”), in ~~this~~connection ~~Current~~with ~~Report~~the previously announced closing of the sale of substantially all of the assets of the Company and its subsidiaries on ~~Form~~January ~~8-K~~22, is2024 ~~hereby~~pursuant ~~incorporated~~to the “stalking horse” asset purchase agreement by ~~reference~~and ~~into~~among ~~this~~the Debtors ~~Item~~(as 1defined herein), LEO Pharma A/S and LEO Spiny Merger Sub, Inc.01 The Name Change Amendment did not amend the certificate of incorporation except to change the corporate name from “Timber Pharmaceuticals, Inc.” to “Trex Wind-down, Inc.”, effective January 23, 2024.

~~Item~~The foregoing 1description of the Name Change Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Name Change Amendment which is filed as Exhibit 3.031 ~~Bankruptcy~~to orthis ~~Receivership~~Current Report on Form 8-K and incorporated herein by reference.

~~The information set forth below in~~ Item 28.01 inOther ~~this Current Report on Form 8-K is hereby incorporated by reference into this Item 1~~Events.~~03.~~

~~Item~~As previously ~~2.01~~disclosed, ~~Completion~~on November 17, 2023, the Company and certain of ~~Acquisition~~its orsubsidiaries ~~Disposition~~(the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions”) under Chapter 11 of ~~Assets~~the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the “Chapter 11 Case”). The Chapter 11 Case is being administered under caption and case number: In re: Timber Pharmaceuticals, Inc., et al., Case No. 23-11878.

AsOn ~~previously~~January ~~disclosed~~22, ~~on November 17~~2024, ~~2023, Timber Pharmaceuticals, Inc., a Delaware corporation (~~the “Company~~”),~~ and ~~certain of its subsidiaries (collectively with~~ the ~~Company, the “~~Debtors”) ~~each~~ filed ~~voluntary~~monthly ~~petitions~~operating ~~for~~reports ~~relief~~with ~~under Chapter 11 of Title 11 of~~ the ~~United States Code (the “~~Bankruptcy ~~Code”) in the United States Bankruptcy~~ Court for the ~~District~~month ofended December ~~Delaware~~31, 2023 (the “~~Bankruptcy~~Monthly ~~Court~~Operating Reports”). The ~~Debtors’~~Monthly ~~Chapter~~Operating 11Reports ~~cases~~ are ~~being~~attached ~~jointly~~hereto ~~administered~~as ~~under~~Exhibit ~~the caption and case number~~99.1, InExhibit ~~re Timber Pharmaceuticals, et al~~99.,2 and ~~Case~~Exhibit No99.3 ~~23-1187~~and ~~(the~~are ~~“Chapter~~incorporated 11herein ~~Case”)~~by reference.

InThe ~~connection~~Company ~~with~~will ~~the Chapter 11 Case~~file, onunder ~~November~~cover ~~17,~~of ~~2023, the Debtors, LEO Pharma A/S and LEO Spiny Merger Sub, Inc.,~~ a ~~Delaware~~Current ~~corporation and~~Report ~~direct,~~on ~~wholly-owned~~Form ~~subsidiary of LEO US Holding~~8-K, ~~Inc.,~~its aperiodic ~~Delaware~~financial ~~corporation~~reports ~~(collectively~~filed with ~~LEO~~the ~~Pharma~~Bankruptcy ~~A/S and LEO Spiny Merger Sub~~Court, ~~Inc.,~~as ~~“LEO”) entered into a “stalking horse” asset purchase agreement (the “Stalking Horse Agreement”).~~well ~~Pursuant~~as toother ~~the~~material ~~terms~~financial ofinformation ~~the~~concerning ~~Stalking~~developments ~~Horse~~in ~~Agreement.~~its ~~the~~bankruptcy ~~Debtors~~proceedings, ~~agreed~~in tolieu ~~sell substantially all~~ of ~~the~~filing ~~assets of~~ the Company’s annual and ~~its~~ ~~subsidiaries,~~quarterly ~~including~~reports ~~TMB-001,~~under ~~to LEO (~~the ~~“Asset~~Securities ~~Sale”),~~Exchange ~~for~~Act ~~a purchase price~~ of ~~$14.35~~1934 ~~million~~ (the “~~Purchase Price~~Exchange Act”) ~~plus the assumption of certain liabilities, subject to approval by the Bankruptcy Court and other agreed-upon conditions~~.

OnCautionary ~~January~~Note ~~22,~~Regarding ~~2024,~~ the ~~Bankruptcy~~Monthly ~~Court~~Operating ~~entered an order authorizing the Asset Sale pursuant to the terms of the Stalking Horse Agreement.~~Reports

OnThe ~~January~~Company ~~22,~~cautions ~~2024~~investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared for the ~~Debtors~~purpose of providing the basis for an investment decision relating to any Company securities. The Monthly Operating Reports are limited in scope and ~~LEO~~have ~~closed~~been prepared solely for the ~~Asset~~purpose ~~Sale~~of ~~contemplated~~complying bywith requirements of the Bankruptcy ~~Stalking~~Court. ~~Horse~~The ~~Agreement~~Monthly Operating Reports were not reviewed by independent accountants, ~~thereby~~are ~~completing~~in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment. The financial information in the ~~disposition~~Monthly Operating Reports is not prepared in ofaccordance with accounting principles generally accepted in the ~~substantially~~United ~~all~~States of(“GAAP”), and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures. The Monthly Operating Reports also relate to a period that is different from the ~~assets~~historical ofperiods required in the Company’s ~~and~~reports ~~its~~pursuant ~~subsidiaries,~~to ~~including~~the ~~TMB-001~~Exchange Act.

InCautionary ~~connection~~Note ~~with~~Regarding ~~the~~Trading ~~closing of the Asset Sale, the Purchase Price was paid by LEO, inter alia, through a credit bid of all outstanding obligations owed under the DIP Loan Agreement (as defined~~ in the ~~Stalking~~Company’s Horse Agreement) in the principal amount of $13.9 million (plus outstanding interest and fees owed thereunder). Accordingly, as of the closing of the Asset Sale, the DIP Loan Agreement was deemed satisfied and paid in full.Securities

~~Each~~The ofCompany ~~the~~cautions ~~foregoing~~that ~~descriptions~~trading ofin the ~~Stalking~~Company’s ~~Horse~~securities ~~Agreement~~during ~~and~~the ~~DIP~~pendency ~~Credit~~of ~~Agreement~~the inChapter ~~this~~11 ~~Current~~Case ~~Report~~is onhighly ~~Form~~speculative ~~8-K~~and poses ~~does~~substantial ~~not~~risks. ~~purport to~~Trading beprices ~~complete~~for ~~and~~the isCompany’s ~~subject~~securities ~~and~~may ~~qualified~~bear inlittle ~~its~~or ~~entirety~~no byrelationship ~~reference~~ to the ~~full~~actual ~~text~~recovery, if ofany, ~~the~~by ~~Stalking~~holders ~~Horse~~of ~~Agreement and~~ the ~~DIP Credit~~Company’s ~~Agreement,~~securities ~~which~~in ~~are~~the ~~attached~~Chapter as11 ~~Exhibit 10~~Case.1 ~~and Exhibit 10.2~~Accordingly, ~~respectively, to~~ the Company’s ~~Current~~urges ~~Report~~extreme oncaution ~~Form~~with ~~8-K~~respect ~~filed~~to ~~with~~existing ~~the SEC on November 17, 2023~~ and ~~are~~future ~~incorporated~~investments ~~herein~~in byits ~~reference~~securities.

~~Item~~Cautionary Note ~~5.02~~Regarding ~~Departure~~Forward-Looking ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Statements

~~Effective~~This asCurrent ofReport on Form 8-K may contain forward-looking statements, including statements regarding the ~~closing~~Chapter of11 Case and the ~~Asset~~Company’s ability ~~Sale~~to continue operating in the ordinary course while the Chapter 11 Case is pending, ~~each~~within the meaning of ~~John~~the ~~Koconis~~Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” ~~Chief~~“believes,” ~~Executive~~“expects,” ~~Officer~~“intends,” “potential,” ~~President~~“projects,” “target,” “will,” “would” and ~~Chairman~~“future” or similar expressions are intended to identify forward looking statements. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the ~~Board,~~forward-looking statements. These risks and ~~Joseph~~uncertainties ~~Lucchese~~include, ~~Chief~~ ~~Financial~~but ~~Officer~~are not limited to, ~~Treasurer~~(i) potential adverse effects of the Chapter 11 Case on the Company’s liquidity and ~~Secretary,~~results ~~resigned~~of ~~from~~operations; ~~their~~(ii) ~~respective~~the ~~executive~~Company’s ~~officer~~ability to obtain timely approval by the Bankruptcy Court of the motions filed in the Chapter 11 Case; (iii) employee attrition and the Company’s ability to retain senior management and other ~~employment~~key ~~positions~~personnel ~~they~~due to the distractions and uncertainties; (iv) the Company’s ability ~~held~~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 ~~subsidiaries~~common stock; (vi) the Bankruptcy Court’s rulings in the Chapter 11 Case and the outcome of the Chapter 11 Case generally; (vii) the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Case; (viii) 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 relationships, asincluding ~~applicable~~those resulting from the bankruptcy proceedings of the Company; (xiii) risks arising from the delisting of the Company’s common stock from The NYSE American, LLC; (xiv) risks relating to the Company’s attempts to confirm its 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 ~~assumed~~(xv) ~~employment~~other ~~positions~~risks and uncertainties, including those described in the section entitled “Risk Factors” in the Company’s most recent annual or quarterly report filed with ~~LEO~~the ~~Spiny~~Securities and ~~Merger~~Exchange ~~Sub~~Commission and in other filings the Company makes with the Securities and Exchange Commission from time to time. 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 ~~Inc~~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.

~~Also effective~~Item as9.01 ofFinancial ~~the~~Statements ~~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~~Exhibits.

(d) Exhibits.

3.1		Certificate of Amendment of Certificate of Incorporation, as amended, of Trex Wind-down, Inc. (f/k/a Timber Pharmaceuticals, Inc.), dated January 22, 2024.

99.1		Trex Wind-down, Inc. (f/k/a Timber Pharmaceuticals, Inc.), Monthly Operating Report for the month ended December 31, 2023, filed with the United States Bankruptcy Court for the District of Delaware.

99.2		Trex Wind-down, LLC (f/k/a Timber Pharmaceuticals, LLC) Monthly Operating Report for the month ended December 31, 2023, filed with the United States Bankruptcy Court for the District of Delaware.

99.3		BioPharmX Inc., Monthly Operating Report for the month ended December 31, 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).

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.
	TREX WIND-DOWN, INC.
		/s/ Jeffrey T. Varsalone
Date: January 26, 2024	By:	/s/ Jeffrey T. Varsalone
	Name:	Jeffrey T. Varsalone
	Title:	Chief Restructuring Officer
Dated: January 22, 2024

Filing Compare · TREX WIND-DOWN, INC.