STRATA Skin Sciences Files 8-K on Security Holder Rights

TL;DR

STRATA Skin Sciences filed an 8-K, expect changes for security holders.

AI Summary

STRATA Skin Sciences, Inc. filed an 8-K on June 4, 2024, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits. The company, formerly known as MELA SCIENCES, INC. and ELECTRO OPTICAL SCIENCES INC, is incorporated in Delaware and headquartered in Horsham, PA.

Why It Matters

This filing indicates potential changes affecting the rights of STRATA Skin Sciences' security holders, which could impact their investment.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate documents can introduce uncertainty and potential risks for investors.

Key Numbers

• 000-51481 — SEC File Number (Identifies the company's filing history with the SEC.)
• 13-3986004 — IRS Employer Ident. No. (Company's tax identification number.)

Key Players & Entities

• STRATA Skin Sciences, Inc. (company) — Registrant
• MELA SCIENCES, INC. (company) — Former Company Name
• ELECTRO OPTICAL SCIENCES INC (company) — Former Company Name
• Delaware (jurisdiction) — State of Incorporation
• Horsham, Pennsylvania (location) — Principal Executive Offices
• June 3, 2024 (date) — Date of Report
• June 4, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share SSKN The NASDAQ

Filing Documents

• ef20030323_8k.htm (8-K) — 34KB
• ef20030323_ex3-1.htm (EX-3.1) — 10KB
• image0.jpg (GRAPHIC) — 201KB
• 0001140361-24-028814.txt ( ) — 695KB
• sskn-20240603.xsd (EX-101.SCH) — 4KB
• sskn-20240603_lab.xml (EX-101.LAB) — 22KB
• sskn-20240603_pre.xml (EX-101.PRE) — 16KB
• ef20030323_8k_htm.xml (XML) — 4KB

03

Item 3.03. Material Modification to Rights of Security Holders. On June 3, 2024, STRATA Skin Sciences Inc. (the "Company") filed a Certificate of Amendment to its Fifth Amended and Restated Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split (the "Reverse Stock Split") of the Company's shares of common stock, $0.001 par value (the "Common Stock"). As previously disclosed, at a special meeting held on October 26, 2023, the Company's stockholders approved the Reverse Stock Split with a ratio within a range of between 1-for-5 and 1-for-25, with the exact ratio to be set at the discretion of the Company's Board of Directors no later than six months from the date of the special meeting. On April 26, 2024, the Board of Directors approved a ratio of 1-for-10 for the Reverse Stock Split. Pursuant to the Amendment, the Reverse Stock Split will be effective at 11:59 p.m. on June 6, 2024 (the "Split Effective Time"), and the Common Stock will be begin trading on the Nasdaq Capital Market on a post-split basis when the market opens on June 7, 2024. The Company's post-split Common Stock has a new CUSIP number, 86272A 305, but the par value and other terms of the Common Stock were not affected. The trading symbol of the Company's Common Stock will continue to be "SSKN." Following the Split Effective Time, every 10 shares of STRATA Skin Sciences, Inc. common stock issued and outstanding will be automatically combined and reclassified into one share of common stock. Outstanding equity-based awards, warrants and other equity rights will be proportionately adjusted pursuant to their terms and the number of shares authorized and reserved for issuance upon vesting of restricted stock units or exercise of stock options and warrants will be reduced proportionately. No fractional shares will be issued as a result of the reverse stock split. Stockholders who would otherwise hold a fractional shar

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The disclosures set forth in Item 3.03 of this Current Report on Form 8-K are incorporated into this Item 5.03 by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 3.1 Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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. STRATA SKIN SCIENCES, INC. Dated: June 4, 2024 By: /s/ Christopher Lesovitz Christopher Lesovitz Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR