UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): ☐Form 10-K ☐Form 20-F ☐Form 11-K ☒ Form 10-Q ☐ Form N-SAR
☐Form N-CSR
For Period Ended: March 31, 2019___________________
☐Transition Report on Form 10-K
☐Transition Report on Form 20-F
☐Transition Report on Form 11-K
☐Transition Report on Form 10-Q
☐Transition Report on Form N-SAR
For the Transition Period Ended:______________________________________
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
STRATA Skin Sciences, Inc.
(Full Name of Registrant)
Mela Skin Sciences, Inc.
Former Name if Applicable
5 Walnut Grove Drive, Suite
140
(Address of Principal Executive Office (Street and Number))
Horsham, Pennsylvania, 19044
(City, State and Zip Code)
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and
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(c)
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The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
The Registrant is unable to file its quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2019 (the “Form 10-Q”) within the
prescribed time period provided by the applicable rules of the United States Securities and Exchange Commission because, as announced by the Registrant on May 14, 2019, the Registrant has terminated its prior independent registered public
accounting firm, BDO USA, LLP, and then retained Marcum LLP (“Marcum”) as its independent registered public accounting firm for the year ended December 31, 2018. In as much as Marcum has commenced its audit of the financial statements for the year
ended December 31, 2018, and will thereafter begin its review of the Registrant’s financial statements for the quarter ended March 31, 2019. The Company expects to file the Annual Report on Form 10-K for the year-ended December 31, 2018 and the
Form 10-Q as soon as practicable.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
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Matthew C. Hill
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215
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619 - 3200
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(Name)
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(Area Code)
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(Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes o No☒
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
A reasonable estimate of the changes in the results of operations from the corresponding period for the prior fiscal year is not available at
this time. For the reasons stated above, the Registrant is unable to complete its preparation of audited consolidated financial statements for the fiscal year 2018 and unaudited financial statements for the quarter ended March 31, 2019.
Forward-Looking Statements
The Company cautions that any forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the Exchange Act contained in this Form 12b-25 involve risks and uncertainties and are subject to change based on
various important factors. Such forward-looking statements include, but are not limited to, statements relating the timing and outcome of the completion of the audit of our financial statements for the year ended December 31, 2018, the timing of
the filing of the Form 10-K and changes to the Company’s results of operations and financial condition for the year ended December 31, 2018 as compared to December 31, 2017, and the timing and outcome of the completion of the preparation and review
of our financial statements for the quarter ended March 31, 2019, the timing of and the filing of Form 10-Q for the period March 31, 2019 and changes to the Company’s results of operations and financial condition for the quarter ended March 31,
2019 as compared to March 31, 2018 and December 31, 2018, as applicable. Actual results or outcomes may differ materially from those expressed in any forward-looking statements as a result of risks and uncertainties, which include, without
limitation, risks and uncertainties associated with changes in expected financials results based on the completion of financial closing procedures for the periods identified and the audit of the Company’s financial statements for the year ended
December 31, 2018, additional delays with respect to completing these financial statements, and other risks detailed in the Company’s filings with the SEC. Any forward-looking statement in this Form 12b-25 speaks only as of the date of this Form
12b-25. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as required by law.
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STRATA Skin Sciences, Inc.
STRATA Skin Sciences, Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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STRATA Skin Sciences, Inc.
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Dated: May 16, 2019
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By:
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/s/ Matthew C. Hill
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Chief Financial Officer
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