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): June 29, 2023
(Exact Name of Registrant as Specified in Its Charter)
(Commission File Number)
|
|
|
|
(State or Other Jurisdiction of Incorporation)
|
(I.R.S. Employer Identification No.)
|
(Address of principal executive offices, including zip code)
(215 ) 619-3200
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(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
|
||
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 29, 2023, STRATA Skin Sciences, Inc. (the "Company") received written notification (the "Notice") from The NASDAQ Stock
Market ("NASDAQ") that the closing bid price of its common stock had been below the minimum $1.00 per share for the previous 30 consecutive business days, and that the Company is therefore not in compliance with the requirements for continued
listing on the NASDAQ Capital Market under NASDAQ Listing Rule 5550(a)(2). The Notice provides the Company with an initial period of 180 calendar days, or until December 26, 2023, to regain compliance with the listing rules. The Company will
regain compliance if the closing bid price of its common stock is $1.00 per share or higher for a minimum period of ten consecutive business days during this compliance period, as confirmed by written notification from NASDAQ.
If the Company does not achieve compliance by December 26, 2023, the Company expects that NASDAQ would provide notice that its
securities are subject to delisting from the NASDAQ Capital Market, unless an additional extension to regaining compliance is then available.
The Company will continue to monitor the closing bid price for its common stock and to assess its options for maintaining the
listing of its common stock on the NASDAQ Capital Market in light of this Notice. The Company will consider all available options to regain compliance with the minimum bid requirements, including an application to NASDAQ for an extension of
the compliance period or an appeal to a Hearings Panel should its closing bid price not have regained compliance during the compliance period.
Item 7.01. Regulation FD Disclosure.
On June 30, 2023, STRATA Skin Sciences, Inc. (the
“Company”) issued a press release announcing that the Company’s board of directors appointed Dr. Uri Geiger, a current director to the position of Chairman of the Board of Directors effective on July 3, 2023. The full text of such press release is furnished as Exhibit 99.1 to this report.
The information set forth under this Item 7.01, including Exhibit 99.1, 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 such section, nor shall such information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 8.01 Other Events.
On June 29, 2023, the Company’s board of directors appointed Dr. Uri Geiger, a current director to the
position of Chairman of the Board of Directors effective on July 3, 2023, based upon the recommendation of the Compensation/Nominating Governance Committee of the board of directors. Mr. Humphries will remain a member of the board.
Forward-Looking Statements
This Current Report on Form 8-K may contain "forward-looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 that involve risks and uncertainty. Such statements are based on management's current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. Investors are cautioned that there can be no assurance actual results or business conditions will not differ materially from those projected or suggested in
- 2 -
such forward-looking statements as a result of various factors. Forward looking statements include, but are not limited to, statements with
respect to the plans, strategies and objectives of management for future operations; our ability to regain compliance with NASDAQ listing requirements relating to the bid price of our common shares within the compliance period and any
extension thereof. Please refer to the risks detailed from time to time in the reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2021, as well as other filings on Form 10-Q and periodic
filings on Form 8-K, for additional factors that could cause actual results to differ materially from those stated or implied by such forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise, unless required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following press release is furnished as an exhibit to this Current Report on Form 8-K pursuant to Item 2.02 and shall not be
deemed to be “filed”:
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.
STRATA SKIN SCIENCES, INC.
Dated: June 30, 2023
By: /s/ Christopher
Lesovitz
Christopher Lesovitz
Chief Financial Officer
- 3 -
EXHIBIT 99.1
HORSHAM, Pa., June 30, 2023 (GLOBE NEWSWIRE) --
STRATA Skin Sciences, Inc. (NASDAQ: SSKN), a medical technology company dedicated to developing, commercializing and marketing innovative products for the treatment of dermatologic conditions, today announced the appointment of Dr. Uri Geiger as
the Chairman of the Board of Directors. William Humphries will step down as Chairman and continue to serve on the Board, effective July 3, 2023, as he transitions into his role as Chief Executive Officer of Alcami Corporation.
“I’m honored to assume the role of Chairman at
this pivotal moment in STRATA’s growth,” said Dr. Uri Geiger, Chairman of STRATA's Board of Directors. “I look forward to leveraging my experience and guiding the company towards an exciting future.”
Dr. Geiger currently serves on the Board and his
experience includes more than 20 years as a leader in the medical technology industry, contributing to his extensive entrepreneurial, management and investment experience. In his current role, Mr. Geiger serves as the founder and managing partner
of Accelmed, a lower middle-market private equity firm focused on acquiring and investing in mature U.S.-based, commercial stage healthcare technology companies.
“We are delighted to have Uri move into the
position of Chairman of the Board of Directors,” stated Bob Moccia, Chief Executive Officer of STRATA Skin Sciences. “Uri has been on the Board for over five years, and his extensive experience and long-term investment in the Company will help
advance us into the next phase of growth.”
“Uri’s profound understanding of STRATA’s business
model and the medical technology landscape make him ideally positioned to lead our Board,” said Bill Humphries, Member of STRATA's Board of Directors. “I am confident that his stewardship will propel STRATA to greater heights and yield
significant benefits for our shareholders.”
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 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 an acne treatment device and to integrate that device into its product offerings, the Company’s ability to develop, 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 dermatologist 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 the coronavirus, fiscal, and political factors, 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.
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 an acne treatment device and to integrate that device into its product offerings, the Company’s ability to develop, 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 dermatologist 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 the coronavirus, fiscal, and political factors, 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:
Rich Cockrell
CG Capital
Phone: +1 (404) 736-3838
sskn@cg.capital
Rich Cockrell
CG Capital
Phone: +1 (404) 736-3838
sskn@cg.capital
- 2 -