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): April 26, 2024
(Exact Name of Registrant Specified in Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 215 -619-3200
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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. ☐
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Item 7.01
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Regulation FD Disclosure
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On April 26, 2024, Strata Skin Sciences (the “Company”) announced that that the Company will effect a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-10 that will become effective at 11:59 p.m. Eastern Time on June 6, 2024. The Company’s common stock will
begin trading on Nasdaq on a split-adjusted basis when the market opens on June 7, 2024 under the existing symbol, SSKN, and under a new CUSIP number, 86272A 305. This reverse stock split is primarily intended to bring the Company into compliance
with Nasdaq’s minimum bid price requirement for continued listing. Dr. Dolev Rafaeli, the Company’s Vice-Chairman and CEO stated that “On October 26, 2023, shareholders approved a proposal for a reverse split between a ratio of 1-for-5 and
1-for-25. We have until June 6, 2024 for the stock to trade above Nasdaq’s $1.00 per share minimum bid price rule before we would feel compelled to move forward with the reverse split. Today’s announcement of the exact reverse split ratio simply
satisfies the requirement from that shareholder approval that we announce the proposed reverse split ratio by April 26, 2024.”
The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor
shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such
filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits
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Strata Skin Sciences Press Release dated April 26, 2024
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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STRATA SKIN SCIENCES, INC.
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Date: April 26, 2024
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By:
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/s/ Christopher Lesovitz
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Christopher Lesovitz
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Chief Financial Officer
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Exhibit 99.1
Exhibit 99.1 Strata Skin Sciences Press Release dated April 26, 2024.
STRATA Skin Sciences Announces 1-for-10 Reverse Stock Split
HORSHAM, Penn., April 26, 2024 – STRATA Skin
Sciences, Inc. (“STRATA” or the “Company”) (NASDAQ: SSKN), a medical technology company dedicated to developing, commercializing, and marketing innovative products for the treatment of dermatologic conditions, announces that it will effect a
reverse stock split of its outstanding shares of common stock at a ratio of 1-for-10 that will become effective at 11:59 p.m. Eastern Time on June 6, 2024. The Company’s common stock will begin trading on Nasdaq on a split-adjusted basis when the
market opens on June 7, 2024 under the existing symbol, SSKN, and under a new CUSIP number, 86272A 305. This reverse stock split is primarily intended to bring the Company into compliance with Nasdaq’s minimum bid price requirement for continued
listing.
“On October 26, 2023, shareholders approved a proposal for a reverse split between a ratio of 1-for-5 and 1-for-25,” commented STRATA’s President and CEO Dr. Dolev
Rafaeli. “We have until June 6, 2024 for the stock to trade above Nasdaq’s $1.00 per share minimum bid price rule before we would feel compelled to move forward with the reverse split. Today’s announcement of the exact reverse split ratio simply
satisfies the requirement from that shareholder approval that we announce the proposed reverse split ratio by April 26, 2024.”
Upon effectiveness of the reverse stock split, every ten shares of the Company’s common stock issued and outstanding will be automatically combined into one share of
common stock. Outstanding equity-based awards and other equity rights will be proportionately adjusted. No fractional shares will be issued as a result of the reverse stock split. Stockholders who would otherwise hold a fractional share as a result
of the reverse stock split will receive an amount of cash equal to the product of (i) the fractional share to which the holder would otherwise be entitled and (ii) the closing price per share on the trading day immediately preceding the effective
time of the reverse stock split (as adjusted to give effect to the reverse stock split), without interest.
The reverse stock split affected all stockholders uniformly and did not alter any stockholder’s percentage interest in the Company’s equity. Stockholders of record will
be receiving information from Equiniti (formerly known as American Stock Transfer) , the Company’s transfer agent, regarding their stock ownership following the reverse stock split.
Stockholders who hold their shares in brokerage accounts or in “street name” will have their positions automatically adjusted to reflect the reverse stock split, subject
to such broker’s particular processes, and will not be required to take any action in connection with the reverse stock split. Additional information concerning the reverse stock split can be found in the Company’s definitive proxy statement filed
with the U.S. Securities and Exchange Commission on September 25, 2023.
About STRATA Skin Sciences, Inc.
STRATA Skin Sciences is a medical technology company dedicated to developing, commercializing and marketing innovative products for the in-office treatment of various
dermatologic conditions such as psoriasis, vitiligo, and acne. Its products include the XTRAC® excimer laser, VTRAC® lamp systems, and the TheraClear®X Acne Therapy System.
STRATA is proud to offer these exciting technologies in the U.S. through its unique Partnership Program. STRATA’s popular partnership approach includes a fee per treatment
cost structure versus an equipment purchase, installation and use of the device, on-site training for practice personnel, service and maintenance of the equipment, dedicated account and customer service associates, and co-op advertising support to
help raise awareness and promote the program within the practice.
Safe Harbor
This press release includes “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995. These statements include but are not limited to
the Company’s plans, objectives, expectations and intentions and may contain words such as “will,” “may,” “seeks,” and “expects,” that suggest future events or trends. These statements, the Company’s ability to launch and sell products recently
acquired or to be developed in the future, the Company’s ability to develop social media marketing campaigns, direct to consumer marketing campaigns, and the Company’s ability to build a leading franchise in dermatology and aesthetics, are based on
the Company’s current expectations and are inherently subject to significant uncertainties and changes in circumstances. Actual results may differ materially from the Company’s expectations due to financial, economic, business, competitive, market,
regulatory, adverse market conditions labor supply shortages, or supply chain interruptions resulting from fiscal, political factors, international conflicts, responses, or conditions affecting the Company, the medical device industry and our
customers and patients in general, as well as more specific risks and uncertainties set forth in the Company’s SEC reports on Forms 10-Q and 10-K. Given such uncertainties, any or all these forward-looking statements may prove to be incorrect or
unreliable. The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not undertake any obligation to update or revise these
statements to reflect events or circumstances occurring after the date of this press release. The Company urges investors to carefully review its SEC disclosures available at www.sec.gov
and www.strataskinsciences.com.
Investor Contact:
CORE IR
516-222-2560