UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 6, 2016
STRATA SKIN SCIENCES, INC.
(Exact Name of Registrant Specified in Charter)
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Delaware
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000-51481
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13-3986004
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(State or Other
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(Commission File
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(I.R.S. Employer
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Jurisdiction of
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Number)
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Identification No.)
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Incorporation)
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100 Lakeside Drive, Suite 100, Horsham,
Pennsylvania
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19044
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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
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))
| Item 1.01. | Entry into a Material Definitive Agreement. |
Effective December 6, 2016, we entered into extension agreements to existing consulting agreements dated November 4, 2015, as amended as of July 20, 2016 and as further amended on September 19, 2016, with two of our directors, Jeffrey F. O'Donnell, Sr. and Samuel E. Navarro. The amendments extended the termination dates of two consulting agreements from December 31, 2016 to June 30, 2017. In addition to the extension of the term, the modified agreements provide that each of the directors shall work with the President and Chief Executive Officer to establish the specific duties and objectives to be undertaken by the respective director during the remaining term of the Agreements. These duties and objectives shall be communicated to the Chair of the Nominating and Governance Committee for review and approval. The other terms of the agreements remain unmodified.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Exhibit Description
| 10.1 | Extension Agreement dated as of December 6, 2016 between Strata Skin Sciences, Inc. and Jeffrey F. O'Donnell, Sr. |
| 10.2 | Extension Agreement dated as of December 6, 2016 between Strata Skin Sciences, Inc. and Samuel E. Navarro. |
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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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By:
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/s/ Christina Allgeier
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Christina Allgeier
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Chief Financial Officer
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Date: December 9, 2016
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EXHIBIT 10.1
EXTENSION AGREEMENT
EXTENSION AGREEMENT dated as of December 6, 2016 between Strata Skin Sciences, Inc. (the "Company"), a Delaware corporation, and Jeffrey F. O'Donnell, Sr. (the "Consultant") effective as of January 1, 2017 (the "Effective Date").
Recitals:
The parties entered into a Consulting Agreement dated as of November 4, 2015, which was amended as of July 20, 2016 and as of September 19, 2016, (the "Agreement"), under which the Consultant provided consulting services to the Company. The Agreement currently continues in effect through December 31, 2016. The parties wish to extend the term of the Agreement through June 30, 2017, as provided in this Amendment.
NOW, THEREFORE, in consideration of the premises and covenants set forth herein, and intending to be legally bound hereby, the parties agree as follows:
1. Section 3 of the Agreement is hereby amended to extend the termination date of the Agreement to June 30, 2017.
2. Promptly after the date of this Amendment the Consultant will work with the President and Chief Executive Officer of the Company to establish the specific duties and objectives to be undertaken by the Consultant during the remaining term of the Agreement, which shall be communicated by the Chair of the Nominating and Governance Committee for review and approval.
3. The parties acknowledge and agree that all of the terms, provisions, covenants and conditions of the Agreement shall hereafter continue in full force and effect in accordance with their terms, except to the extent amended, modified or revised herein.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.
STRATA SKIN SCIENCES, INC.
By: /s/ David K. Stone /s/Jeffrey F. O'Donnell, Sr.
David K. Stone, Chair Jeffrey F. O'Donnell, Sr.
Nominating and Governance Committee
EXHIBIT 10.2
EXTENSION AGREEMENT
EXTENSION AGREEMENT dated as of December 6, 2016 between Strata Skin Sciences, Inc. (the "Company"), a Delaware corporation, and Samuel E. Navarro (the "Consultant") effective as of January 1, 2017 (the "Effective Date").
Recitals:
The parties entered into a Consulting Agreement dated as of November 4, 2015, which was amended as of July 20, 2016 and September 19, 2016, (the "Agreement"), under which the Consultant provided consulting services to the Company. The Agreement currently continues in effect through December 31, 2016. The parties wish to extend the term of the Agreement through June 30, 2017, as provided in this Amendment.
NOW, THEREFORE, in consideration of the premises and covenants set forth herein, and intending to be legally bound hereby, the parties agree as follows:
1. Section 3 of the Agreement is hereby amended to extend the termination date of the Agreement to June 30, 2017.
2. Promptly after the date of this Amendment the Consultant will work with the President and Chief Executive Officer of the Company to establish the specific duties and objectives to be undertaken by the Consultant during the remaining term of the Agreement, which shall be communicated by the Chair of the Nominating and Governance Committee for review and approval.
3. The parties acknowledge and agree that all of the terms, provisions, covenants and conditions of the Agreement shall hereafter continue in full force and effect in accordance with their terms, except to the extent amended, modified or revised herein.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.
STRATA SKIN SCIENCES, INC.
By: /s/ David K. Stone /s/ Samuel Navarro
David K. Stone, Chair Samuel E. Navarro
Nominating and Governance Committee