|
|
|
(State or Other Jurisdiction of incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
(Address of principal executive offices)
|
|
(Zip code)
|
Title of Each Class
|
|
Trading Symbol(s)
|
|
Name Of Each Exchange On Which Registered
|
|
|
|
|
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
Smaller reporting company
|
|
|
|
Emerging growth company
|
Part I. Financial Information:
|
PAGE
|
||
ITEM 1. Financial Statements:
|
|||
a.
|
1
|
||
b.
|
2
|
||
c. |
Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2024 and 2023 (unaudited)
|
3 | |
d.
|
4
|
||
e.
|
5
|
||
f.
|
6
|
||
22
|
|||
33
|
|||
33
|
|||
Part II. Other Information:
|
|||
33
|
|||
34
|
|||
34
|
|||
34
|
|||
35
|
|||
35
|
|||
36
|
|||
37
|
|||
Certifications
|
E-31.1
|
ITEM 1.
|
Financial Statements
|
June 30, 2024
|
December 31, 2023
|
|||||||
(unaudited) | ||||||||
Assets
|
|
|||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Restricted cash
|
||||||||
Accounts receivable, net of allowance for credit losses of $
|
|
|
||||||
Inventories
|
|
|
||||||
Prepaid expenses and other current assets
|
|
|
||||||
Total current assets
|
|
|
||||||
Property and equipment, net
|
|
|
||||||
Operating lease right-of-use assets
|
|
|
||||||
Intangible assets, net
|
|
|
||||||
Goodwill
|
|
|
||||||
Other assets
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
|
$
|
|
||||
Accrued expenses and other current liabilities
|
|
|
||||||
Deferred revenues
|
||||||||
Current portion of operating lease liabilities
|
|
|
||||||
Current portion of contingent consideration
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Long-term debt, net
|
|
|
||||||
Deferred revenues and other liabilities |
||||||||
Deferred tax liability
|
|
|
||||||
Operating lease liabilities, net of current portion
|
|
|
||||||
Contingent consideration, net of current portion |
|
|
||||||
Total liabilities
|
|
|
||||||
Commitments and contingencies (Note 13)
|
||||||||
Stockholders’ equity:
|
||||||||
Series C convertible preferred stock, $
|
||||||||
Common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total stockholders’ equity
|
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
Three Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Revenues, net
|
$
|
|
$
|
|
||||
Cost of revenues
|
|
|
||||||
Gross profit
|
|
|
||||||
Operating expenses:
|
||||||||
Engineering and product development
|
|
|
||||||
Selling and marketing
|
|
|
||||||
General and administrative
|
|
|
||||||
|
|
|||||||
Loss from operations
|
(
|
)
|
(
|
)
|
||||
Other (expense) income:
|
||||||||
Loss on debt extinguishment
|
( |
) | ||||||
Interest expense
|
(
|
)
|
(
|
)
|
||||
Interest income
|
||||||||
Other income
|
||||||||
( |
) | |||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Net loss per share of common stock, basic and diluted
|
$ | ( |
) | $ | ( |
) | ||
Weighted average shares of common stock outstanding, basic and diluted
|
Six Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Revenues, net
|
$
|
|
$
|
|
||||
Cost of revenues
|
|
|
||||||
Gross profit
|
|
|
||||||
Operating expenses:
|
||||||||
Engineering and product development
|
|
|
||||||
Selling and marketing
|
|
|
||||||
General and administrative
|
|
|
||||||
|
|
|||||||
Loss from operations
|
(
|
)
|
(
|
)
|
||||
Other (expense) income:
|
||||||||
Loss on debt extinguishment
|
( |
) | ||||||
Interest expense
|
( |
) | ( |
) | ||||
Interest income
|
||||||||
Other income
|
||||||||
( |
) | ( |
) | |||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Net loss per share of common stock, basic and diluted
|
$ | ( |
) | $ | ( |
) | ||
Weighted average shares of common stock outstanding, basic and diluted |
Common Stock
|
||||||||||||||||||||
Shares
|
Amount
|
Additional
Paid-in-Capital
|
Accumulated
Deficit
|
Total Stockholders’
Equity
|
||||||||||||||||
Balance at January 1, 2024
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
Stock-based compensation expense
|
—
|
|
|
|
|
|||||||||||||||
Net loss
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balance at March 31, 2024
|
|
|
|
(
|
)
|
|
||||||||||||||
Stock-based compensation expense
|
— |
|
|
|
||||||||||||||||
Net loss
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balance at June 30, 2024
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
Common Stock |
||||||||||||||||||||
Shares
|
Amount
|
Additional
Paid-in-Capital
|
Accumulated
Deficit
|
Total Stockholders’
Equity
|
||||||||||||||||
Balance at January 1, 2023
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
Stock-based compensation expense
|
—
|
|
|
|
|
|||||||||||||||
Issuance of restricted stock | ||||||||||||||||||||
Net loss
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balance at March 31, 2023
|
|
|
|
(
|
)
|
|
||||||||||||||
Stock-based compensation expense
|
—
|
|
|
|
||||||||||||||||
Modification of common stock warrants
|
— | |||||||||||||||||||
Net loss
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balance at June 30, 2023
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
Six Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
||||||||
Depreciation and amortization
|
|
|
||||||
Amortization of operating lease right-of-use assets
|
|
|
||||||
Amortization of deferred financing costs and debt discount | ||||||||
Change in allowance for credit losses
|
|
(
|
)
|
|||||
Stock-based compensation expense
|
|
|
||||||
Loss on disposal of property and equipment
|
||||||||
Inventory write-off
|
||||||||
Loss on debt extinguishment
|
||||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
|
|
||||||
Inventories
|
|
|
||||||
Prepaid expenses and other assets
|
(
|
)
|
|
|||||
Accounts payable
|
(
|
)
|
|
|||||
Accrued expenses and other liabilities
|
|
|
||||||
Deferred revenues
|
|
(
|
)
|
|||||
Operating lease liabilities
|
(
|
)
|
(
|
)
|
||||
Net cash (used in) provided by operating activities
|
(
|
)
|
|
|||||
Cash flows from investing activities: | ||||||||
Purchase of property and equipment
|
( |
) | ( |
) | ||||
Net cash used in investing activities
|
( |
) | ( |
) | ||||
Cash flows from financing activities: |
||||||||
Payment of contingent consideration
|
( |
) | ||||||
Proceeds from long-term debt
|
||||||||
Payment of deferred financing costs
|
( |
) | ||||||
Net cash (used in) provided by financing activities
|
( |
) | ||||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(
|
)
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
|
|
||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
|
$
|
|
||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Restricted cash
|
|
|
||||||
$
|
|
$
|
|
|||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid during the year for interest
|
$
|
|
$
|
|
||||
Supplemental schedule of non-cash operating, investing and financing activities:
|
||||||||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities
|
$ | $ | ||||||
Transfer of property and equipment to inventories
|
$ | $ | ||||||
Accrued payment of
contingent consideration
|
$ | $ | ||||||
Modification of common stock warrants
|
$ | $ | ||||||
Accrued exit fee recorded as debt discount
|
$ | $ | ||||||
Deferred financing costs in accounts payable
|
$ | $ |
|
•
|
Level 1 – quoted market prices in
active markets for identical assets or liabilities.
|
|
•
|
Level 2 – observable inputs other than
quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market
data for substantially the full term of the assets or liabilities.
|
|
•
|
Level 3 – inputs that are generally
unobservable and typically reflect the Company’s estimate of assumptions that market participants would use in pricing the asset or liability.
|
|
Three Months Ended June 30,
|
|||||||
|
2024
|
2023
|
||||||
Balance, beginning of period
|
$
|
|
$
|
|
||||
Additions
|
|
|
||||||
Expirations and claims satisfied
|
(
|
)
|
(
|
)
|
||||
Total
|
|
|
||||||
Less current portion within accrued expenses
and other current liabilities
|
(
|
)
|
(
|
)
|
||||
Balance within deferred revenues and other
liabilities
|
$
|
|
$
|
|
Six Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Balance, beginning of period
|
$
|
|
$
|
|
||||
Additions
|
|
|
||||||
Expirations and claims satisfied
|
(
|
)
|
(
|
)
|
||||
Total
|
|
|
||||||
Less current portion within accrued expenses and other current liabilities
|
(
|
)
|
(
|
)
|
||||
Balance within deferred revenues and other liabilities
|
$
|
|
$
|
|
June 30, |
||||||||
|
2024 |
2023 |
||||||
Stock options
|
||||||||
Common stock warrants
|
||||||||
Restricted stock units |
||||||||
|
•
|
identification of the contract, or contracts, with a customer;
|
|
•
|
identification of the performance obligations in the contract;
|
|
•
|
determination of the transaction price;
|
|
•
|
allocation of the transaction price to the performance obligations in the contract; and
|
|
•
|
recognition of revenue when, or as, performance obligations are satisfied.
|
Remaining
|
$
|
|
||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
Total
|
$
|
|
June 30, 2024
|
December 31, 2023
|
|||||||
Raw materials and work-in-process
|
$
|
|
$
|
|
||||
Finished goods
|
|
|
||||||
|
$
|
|
$
|
|
June 30, 2024
|
December 31, 2023
|
|||||||
Lasers
placed-in-service
|
$
|
|
$
|
|
||||
Equipment,
computer hardware and software
|
|
|
||||||
Furniture and
fixtures
|
|
|
||||||
Leasehold
improvements
|
|
|
||||||
Lasers-in-process |
||||||||
|
|
|||||||
Less: accumulated depreciation and
amortization
|
(
|
)
|
(
|
)
|
||||
|
$
|
|
$
|
|
June 30, 2024
|
Balance
|
Accumulated
Amortization
|
Net Book
Value
|
|||||||||
Core technology
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Product technology
|
|
(
|
)
|
|
||||||||
Customer relationships
|
|
(
|
)
|
|
||||||||
Tradenames
|
|
(
|
)
|
|
||||||||
Pharos customer lists
|
|
(
|
)
|
|
||||||||
$
|
|
$
|
(
|
)
|
$
|
|
||||||
December 31, 2023
|
||||||||||||
Core technology
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Product technology
|
|
(
|
)
|
|
||||||||
Customer relationships
|
|
(
|
)
|
|
||||||||
Tradenames
|
|
(
|
)
|
|
||||||||
Pharos customer lists
|
|
(
|
)
|
|
||||||||
$
|
|
$
|
(
|
)
|
$
|
|
Remaining 2024
|
|
|
||
2025
|
|
|||
2026
|
|
|||
2027
|
|
|||
2028
|
|
June 30, 2024 | December 31, 2023 | |||||||
Warranty obligations
|
$
|
|
$
|
|
||||
Compensation and related benefits
|
||||||||
State sales, use and other taxes
|
|
|
||||||
Professional fees and other
|
|
|
||||||
|
$
|
|
$
|
|
2026
|
$
|
|
||
2027
|
||||
2028
|
||||
|
|
|
||
Exit fee
|
||||
|
||||
Less: unamortized debt discount
|
( |
) | ||
Long-term debt, net
|
$ |
Three Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Selling and marketing
|
$ |
|
|
$ |
|
|||
General and administrative
|
|
|
||||||
$
|
|
$
|
|
Six Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Selling and marketing*
|
$
|
(
|
)
|
$
|
|
|||
General and administrative
|
|
|
||||||
$
|
|
$
|
|
Number of
Shares Under
Option Plan
|
Weighted-
Average
Exercise Price
per Option
|
Weighted-
Average
Remaining
Contractual
Term (in years)
|
||||||||||
Outstanding at January 1, 2024
|
|
$
|
|
|||||||||
Granted
|
|
|
|
|||||||||
Forfeited and expired
|
(
|
)
|
|
|
||||||||
Outstanding at June 30, 2024 | $ | |||||||||||
Exercisable at June 30, 2024 | $ | |||||||||||
Vested and expected to vest at June 30, 2024
|
$ |
Expected volatility
|
|
%
|
||
Risk‑free rate
|
|
%
|
||
Expected term (in years)
|
|
|||
Dividend rate
|
|
%
|
Number of
Units
|
Weighted-
Average Grant
Date Fair Value
|
|||||||
Unvested at January 1, 2024
|
|
$
|
|
|||||
Vested
|
(
|
)
|
|
|
||||
Unvested at June 30, 2024 | $ |
Three Months Ended June 30, 2024
|
Dermatology
Recurring
Procedures
|
Dermatology
Procedures
Equipment
|
Total
|
|||||||||
Revenues, net
|
$
|
|
$
|
|
$
|
|
||||||
Cost of revenues
|
|
|
|
|||||||||
Gross profit
|
|
|
|
|||||||||
Gross profit %
|
|
%
|
|
%
|
|
%
|
||||||
Allocated expenses:
|
||||||||||||
Engineering and product development
|
|
|
|
|||||||||
Selling and marketing
|
|
|
|
|||||||||
Unallocated expenses
|
|
|
|
|||||||||
|
|
|
||||||||||
Income (loss) from operations
|
|
|
(
|
)
|
||||||||
Interest expense
|
|
|
(
|
)
|
||||||||
Interest income
|
||||||||||||
Other income |
||||||||||||
Net income (loss)
|
$
|
|
$
|
|
$
|
(
|
)
|
Six Months Ended June 30, 2024
|
Dermatology
Recurring
Procedures
|
Dermatology
Procedures
Equipment
|
Total
|
|||||||||
Revenues, net
|
$
|
|
$
|
|
$
|
|
||||||
Cost of revenues
|
|
|
|
|||||||||
Gross profit
|
|
|
|
|||||||||
Gross profit %
|
% | % | % | |||||||||
Allocated expenses:
|
||||||||||||
Engineering and product development
|
|
|
|
|||||||||
Selling and marketing
|
|
|
|
|||||||||
Unallocated expenses
|
|
|
|
|||||||||
|
|
|||||||||||
Income (loss) from operations
|
( |
) | ||||||||||
Interest expense
|
|
|
(
|
)
|
||||||||
Interest income
|
||||||||||||
Other income |
||||||||||||
Net income (loss)
|
$
|
|
$
|
|
$
|
(
|
)
|
Three Months Ended June 30, 2023
|
Dermatology
Recurring
Procedures
|
Dermatology
Procedures
Equipment
|
Total
|
|||||||||
Revenues, net
|
$
|
|
$
|
|
$
|
|
||||||
Cost of revenues
|
|
|
|
|||||||||
Gross profit
|
|
|
|
|||||||||
Gross profit %
|
|
%
|
|
%
|
|
%
|
||||||
Allocated expenses:
|
||||||||||||
Engineering and product development
|
|
|
|
|||||||||
Selling and marketing
|
|
|
|
|||||||||
Unallocated expenses
|
|
|
|
|||||||||
|
|
|
||||||||||
(Loss) income from operations
|
|
|
(
|
)
|
||||||||
Loss on debt extinguishment |
( |
) | ||||||||||
Interest expense
|
|
|
(
|
)
|
||||||||
Interest income | ||||||||||||
Net (loss) income
|
$
|
|
$
|
|
$
|
(
|
)
|
Six Months Ended June 30, 2023
|
Dermatology
Recurring
Procedures
|
Dermatology
Procedures
Equipment
|
Total
|
|||||||||
Revenues, net
|
$
|
|
$
|
|
$
|
|
||||||
Cost of revenues
|
|
|
|
|||||||||
Gross profit
|
|
|
|
|||||||||
Gross profit %
|
|
%
|
|
%
|
|
%
|
||||||
Allocated expenses:
|
||||||||||||
Engineering and product development
|
|
|
|
|||||||||
Selling and marketing
|
|
|
|
|||||||||
Unallocated expenses
|
|
|
|
|||||||||
|
|
|
||||||||||
(Loss) income from operations
|
(
|
)
|
|
(
|
)
|
|||||||
Loss on debt extinguishment |
( |
) | ||||||||||
Interest expense
|
|
|
(
|
)
|
||||||||
Interest income
|
||||||||||||
Net (loss) income
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
Three Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Dermatology recurring procedures
|
$
|
|
$
|
|
||||
Dermatology procedures equipment
|
|
|
||||||
Unallocated expenses
|
|
|
||||||
Total
|
$
|
|
$
|
|
Six Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Dermatology recurring procedures
|
$
|
|
$
|
|
||||
Dermatology procedures equipment
|
|
|
||||||
Unallocated expenses
|
|
|
||||||
Total
|
$
|
|
$
|
|
Three Months Ended June 30, 2024
|
Dermatology
Recurring
Procedures
|
Dermatology
Procedures
Equipment
|
Total
|
|||||||||
Domestic
|
$
|
|
$
|
|
$
|
|
||||||
Foreign
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
Six Months Ended June 30, 2024 | ||||||||||||
Domestic
|
$
|
|
$
|
|
$
|
|
||||||
Foreign
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
Three Months Ended June 30, 2023
|
Dermatology
Recurring
Procedures
|
Dermatology
Procedures
Equipment
|
Total
|
|||||||||
Domestic
|
$
|
|
$
|
|
$
|
|
||||||
Foreign
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
Six Months Ended June 30, 2023 | ||||||||||||
Domestic
|
$
|
|
$
|
|
$
|
|
||||||
Foreign
|
|
|
|
|||||||||
Total
|
$
|
|
$
|
|
$
|
|
Remaining 2024
|
$
|
|
||
2025
|
|
|||
2026
|
|
|||
2027 |
||||
2028 |
||||
Thereafter |
||||
Total remaining lease payments
|
|
|||
Less: imputed interest
|
(
|
)
|
||
Total lease liabilities
|
$
|
|
ITEM 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
• |
forecasts of future business performance, consumer trends and macro-economic conditions;
|
• |
descriptions of market, competitive conditions, and competitive product introductions;
|
• |
descriptions of plans or objectives of management for future operations, products or services;
|
• |
actions by the U.S. Food and Drug Administration (“FDA”) or other regulatory agencies with respect to our products or product candidates;
|
• |
changes to third-party reimbursement of laser treatments using our devices;
|
• |
our estimates regarding the sufficiency of our cash resources, expenses, capital requirements and needs for additional financing and our ability to obtain additional financing;
|
• |
our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;
|
• |
anticipated results of existing or future litigation or government actions;
|
• |
health emergencies, the spread of infectious disease or pandemics, such as the COVID-19 outbreak; and
|
• |
descriptions or assumptions underlying or related to any of the above items.
|
• |
XTRAC® Excimer Laser. XTRAC received FDA clearance in 2000 and has since become a widely recognized treatment among dermatologists for psoriasis and other skin diseases. The XTRAC System delivers
ultra-narrowband ultraviolet B (“UVB”) light to affected areas of skin. Following a series of treatments typically performed twice weekly, psoriasis remission can be achieved, and vitiligo patches can
be re-pigmented. XTRAC is endorsed by the National Psoriasis Foundation, and its use for psoriasis is covered by nearly all major insurance companies, including Medicare. We estimate that more than half of all major insurance companies now
offer reimbursement for vitiligo as well, a figure that is increasing.
|
• |
In the third quarter of 2018, we announced the FDA granted clearance for our Multi Micro Dose (MMD) tip for our XTRAC excimer laser. The MMD Tip accessory is indicated for use in conjunction with the XTRAC laser system to filter the Narrow
Band UVB (“NB-UVB”) light at delivery in order to calculate and individualize the maximum non-blistering dose for a particular patient.
|
• |
In January 2020, we announced the FDA granted clearance of our XTRAC Momentum Excimer Laser Platform. In February 2022, we announced the commercial launch, with the first installation in the U.S. market, of our next generation excimer
laser system, XTRAC Momentum® 1.0.
|
• |
VTRAC® Lamp. VTRAC received FDA clearance in 2005 and provides targeted therapeutic efficacy demonstrated by excimer technology with the simplicity of design and reliability of a lamp system.
|
• |
TheraClear® X Acne Treatment Device. The TheraClear® Acne Therapy System (“TheraClear”) combines intense pulse light with vacuum (suction) for the
treatment of mild to moderate inflammatory acne (including acne vulgaris), comedonal acne and pustular acne.
|
Three Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Dermatology recurring procedures
|
$
|
5,339
|
$
|
5,456
|
||||
Dermatology procedures equipment
|
3,096
|
2,794
|
||||||
Total revenues
|
$
|
8,435
|
$
|
8,250
|
Six Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Dermatology recurring procedures
|
$
|
10,035
|
$
|
10,665
|
||||
Dermatology procedures equipment
|
5,154
|
5,152
|
||||||
Total revenues
|
$
|
15,189
|
$
|
15,817
|
Three Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Dermatology recurring procedures
|
$
|
1,854
|
$
|
2,205
|
||||
Dermatology procedures equipment
|
1,644
|
1,727
|
||||||
Total cost of revenues
|
$
|
3,498
|
$
|
3,932
|
Six Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Dermatology recurring procedures
|
$
|
4,049
|
$
|
4,225
|
||||
Dermatology procedures equipment
|
3,123
|
2,886
|
||||||
Total cost of revenues
|
$
|
7,172
|
$
|
7,111
|
Three Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Revenues, net
|
8,435
|
8,250
|
||||||
Cost of revenues
|
3,498
|
3,932
|
||||||
Gross profit
|
4,937
|
4,318
|
||||||
Gross profit percentage
|
58.5
|
%
|
52.3
|
%
|
Six Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Revenues, net
|
15,189
|
15,817
|
||||||
Cost of revenues
|
7,172
|
7,111
|
||||||
Gross profit
|
8,017
|
8,706
|
||||||
Gross profit percentage
|
52.8
|
%
|
55.0
|
%
|
Three Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Revenues, net
|
$
|
5,339
|
$
|
5,456
|
||||
Cost of revenues
|
1,854
|
2,205
|
||||||
Gross profit
|
$
|
3,485
|
$
|
3,251
|
||||
Gross profit percentage
|
65.3
|
%
|
59.6
|
%
|
Six Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Revenues, net
|
$
|
10,035
|
$
|
10,665
|
||||
Cost of revenues
|
4,049
|
4,225
|
||||||
Gross profit
|
$
|
5,986
|
$
|
6,440
|
||||
Gross profit percentage
|
59.7
|
%
|
60.4
|
%
|
Three Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Revenues, net
|
$
|
3,096
|
$
|
2,794
|
||||
Cost of revenues
|
1,644
|
1,727
|
||||||
Gross profit
|
$
|
1,452
|
$
|
1,067
|
||||
Gross profit percentage
|
46.9
|
%
|
38.2
|
%
|
Six Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Revenues, net
|
$
|
5,154
|
$
|
5,152
|
||||
Cost of revenues
|
3,123
|
2,886
|
||||||
Gross profit
|
$
|
2,031
|
$
|
2,266
|
||||
Gross profit percentage
|
39.4
|
%
|
44.0
|
%
|
Three Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Net loss
|
$
|
(99
|
)
|
$
|
(3,148
|
)
|
||
Adjustments:
|
||||||||
Depreciation and amortization
|
1,250
|
1,428
|
||||||
Amortization of operating lease right-of-use assets
|
79
|
63
|
||||||
Loss on disposal of property and equipment
|
6
|
24
|
||||||
Interest expense, net
|
477
|
277
|
||||||
Non-GAAP EBITDA
|
1,713
|
(1,356
|
)
|
|||||
Employee retention credit
|
(864
|
)
|
—
|
|||||
Stock-based compensation expense
|
163
|
352
|
||||||
Loss on debt extinguishment
|
—
|
909
|
||||||
Non-GAAP adjusted EBITDA
|
$
|
1,012
|
$
|
(95
|
)
|
Six Months Ended June 30,
|
||||||||
2024
|
2023
|
|||||||
Net loss
|
$
|
(3,467
|
)
|
$
|
(5,983
|
)
|
||
Adjustments:
|
||||||||
Depreciation and amortization
|
2,499
|
2,825
|
||||||
Amortization of operating lease right-of-use assets
|
174
|
168
|
||||||
Loss on disposal of property and equipment
|
19
|
24
|
||||||
Interest expense, net
|
956
|
526
|
||||||
Non-GAAP EBITDA
|
181
|
(2,440
|
)
|
|||||
Employee retention credit
|
(864
|
)
|
—
|
|||||
Stock-based compensation expense
|
275
|
677
|
||||||
Inventory write-off
|
141
|
—
|
||||||
Loss on debt extinguishment
|
—
|
909
|
||||||
Non-GAAP adjusted EBITDA
|
$
|
(267
|
)
|
$
|
(854
|
)
|
ITEM 3. |
Quantitative and Qualitative Disclosure about Market Risk
|
ITEM 4. |
Controls and Procedures
|
ITEM 1. |
Legal Proceedings
|
ITEM 1A. |
Risk Factors
|
ITEM 2. |
Unregistered Sales of Equity Securities and Use of Proceeds
|
ITEM 3. |
Defaults Upon Senior Securities
|
ITEM 4. |
Mine Safety Disclosures
|
ITEM 5. |
Other Information
|
ITEM 6. |
EXHIBITS
|
Rule 13a-14(a) Certificate of Chief Executive Officer
|
|
Rule 13a-14(a) Certificate of Chief Financial Officer
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
STRATA SKIN SCIENCES, INC.
|
||||
Date
|
August 14, 2024
|
By:
|
/s/ Dolev Rafaeli
|
|
Name:
|
Dolev Rafaeli
|
|||
Title:
|
President & Chief Executive Officer
|
|||
Date
|
August 14, 2024
|
By:
|
/s/ Christopher Lesovitz
|
|
Name:
|
Christopher Lesovitz
|
|||
Title:
|
Chief Financial Officer
|
(1) |
I have reviewed this quarterly report on Form 10-Q of STRATA Skin Sciences, Inc.;
|
(2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
(3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
(4) |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
(d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5) |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
|
(a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and
|
(b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
STRATA SKIN SCIENCES, INC.
|
|||
Dated: August 14, 2024
|
|||
By:
|
/s/ Dolev Rafaeli
|
||
Dolev Rafaeli
|
|||
President & Chief Executive Officer
|
(1) |
I have reviewed this quarterly report on Form 10-Q of STRATA Skin Sciences, Inc.;
|
(2) |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
(3) |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
(4) |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c) |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
(d) |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5) |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
|
(a) |
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and
|
(b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
STRATA SKIN SCIENCES, INC.
|
||
Dated: August 14, 2024
|
||
By:
|
/s/ Christopher Lesovitz
|
|
Christopher Lesovitz
|
||
Chief Financial Officer
|
1. |
The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934, as amended, and
|
2. |
The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: August 14, 2024
|
|||
/s/ Dolev Rafaeli
|
/s/ Christopher Lesovitz
|
||
Dolev Rafaeli
|
Christopher Lesovitz
|
||
President & Chief Executive Officer
|
Chief Financial Officer
|
(1) |
This certification accompanies the Annual Report on Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of STRATA Skin Sciences, Inc.
under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing. A signed original of this written
statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to STRATA Skin Sciences, Inc. and will be retained by STRATA Skin Sciences, Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.
|