SkinHealth Systems holders approve 1-for-5 to 1-for-20 split

Approximately 89.05% of eligible shares were represented at the special meeting, where stockholders approved both proposals.

Rhea-AI Filing Summary

SkinHealth Systems Inc. stockholders approved an amendment authorizing a reverse stock split of Class A common stock at a ratio from 1-for-5 through 1-for-20, with the exact ratio set by the board in its sole discretion. They also approved adjournment of the special meeting to a later date or dates, if necessary, to permit further proxy solicitation and voting if support for the split or shares present to establish a quorum were insufficient.

At the August 3, 2026 record date, 130,140,763 shares of Class A common stock were issued and outstanding. Holders of 115,893,322 shares, approximately 89.05% of eligible shares, were present virtually or represented by proxy at the September 22, 2026 meeting.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Approved reverse split ratio range: 1-for-5 to 1-for-20 Class A shares outstanding: 130,140,763 shares Shares represented: 115,893,322 shares +3 more

6 metrics

Approved reverse split ratio range 1-for-5 to 1-for-20 The board has sole discretion to set the exact ratio.

Class A shares outstanding 130,140,763 shares As of August 3, 2026, the record date.

Shares represented 115,893,322 shares Present virtually or represented by proxy at the September 22, 2026 special meeting.

Eligible shares represented Approximately 89.05% At the September 22, 2026 special meeting.

Votes for reverse split proposal 114,398,602 votes Special meeting vote.

Votes for adjournment proposal 114,344,814 votes Special meeting vote.

Key Terms

reverse stock split, quorum, Broker Non-Votes, Record Date

4 terms

reverse stock split technical

"Proposal No. 1: Reverse Stock Split Proposal"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

quorum regulatory

"therefore, a quorum was present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Broker Non-Votes regulatory

"Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Record Date regulatory

"the record date for the Special Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse stock split did SKIN stockholders approve?

Stockholders approved an amendment allowing a reverse split of Class A common stock at a ratio from 1-for-5 through 1-for-20. The board has sole discretion to set the exact ratio.

How did SKIN stockholders vote on the reverse stock split?

The reverse stock split proposal received 114,398,602 votes for, 1,406,150 against, and 88,570 abstentions; there were 0 broker non-votes.

Did SKIN stockholders approve the adjournment proposal?

Yes. The adjournment proposal received 114,344,814 votes for, 1,450,597 against, and 97,911 abstentions; there were 0 broker non-votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/28/2026 - 04:06 PM Accepted by SEC EDGAR 09/28/2026 - 04:05 PM Learn about SEC filing dates

FALSE0001818093Nasdaq00018180932026-09-222026-09-220001818093us-gaap:CommonStockMember2026-09-222026-09-22

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): September 22, 2026

SkinHealth Systems Inc.

(Exact name of registrant as specified in its charter)  

Delaware

001-39565

85-1908962

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3600 E. Burnett Street

Long Beach, CA

(Address of principal executive offices)

90815

(Zip Code)

(800) 603-4996

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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

Class A Common Stock, par value $0.0001 per share

SKIN

The Nasdaq Capital Market

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 5.07. Submission of Matters to a Vote of Security Holders.

On September 22, 2026, SkinHealth Systems Inc., a Delaware corporation (the “Company”), held its previously disclosed 2026 special meeting of stockholders (the “Special Meeting”) in a virtual format. At the close of business on August 3, 2026, the record date for the Special Meeting (the “Record Date”), there were a total of 130,140,763 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), which constituted all of the issued and outstanding capital stock of the Company as of the Record Date. At the Special Meeting, 115,893,322 of the Company’s 130,140,763 shares of Class A Common Stock entitled to vote as of the Record Date, or approximately 89.05%, were present virtually or represented by proxy, and, therefore, a quorum was present.

The two proposals voted on at the Special Meeting are more fully described in the Definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on August 12, 2026.

The final voting results on the proposals presented for stockholder approval at the Special Meeting are as follows:

Proposal No. 1: Reverse Stock Split Proposal

The Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to combine outstanding shares of the Company’s Class A Common Stock into a lesser number of outstanding shares, by a ratio of not less than 1-for-5 and not more than 1-for-20, with the exact ratio to be set within this range by the Company’s board of directors in its sole discretion (“Proposal 1”). The voting results for Proposal 1 were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
114,398,602						1,406,150						88,570						0

Proposal No. 2: Adjournment Proposal

The Company’s stockholders approved the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event that there are insufficient votes in favor of Proposal 1 or if there are insufficient shares of Class A Common Stock present to establish a quorum (“Proposal 2”). The voting results for Proposal 2 were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
114,344,814						1,450,597						97,911						0

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.

Dated: September 28, 2026			SkinHealth Systems Inc.
			By:			/s/ Michael Monahan
			Name:			Michael Monahan
			Title:			Chief Financial and Operating Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.7 KB