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SkinHealth (NASDAQ: SKIN) outlines $18M securities class settlement

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SkinHealth Systems Inc. has agreed to a proposed settlement of a federal securities class action for a total cash payment of $18,000,000, subject to court approval. The company will fund $3,000,000 from its own cash, while insurers are expected to contribute $15,000,000. The settlement is intended to resolve claims by investors who traded the company’s Class A common stock and related options between May 10, 2022 and November 13, 2023. Plaintiffs’ attorneys plan to seek fees and costs estimated not to exceed 30% of the cash payment, or $5,400,000, with the net amount to be distributed to eligible class members after expenses and awards, if the court approves the agreement.

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Insights

Proposed $18M settlement caps securities suit if court approves.

The company has entered into a Stipulation and Agreement of Settlement to resolve a securities class action with a total cash payment of $18,000,000. Only $3,000,000 will come from company funds, with insurers expected to provide the remaining $15,000,000.

The settlement, if approved by the court, would fully resolve claims against the company and two individual defendants. This could remove litigation uncertainty, though the agreement is expressly subject to court approval and potential objections or appeals noted in the risk discussion.

Because attorneys’ fees and costs may reach up to 30% of the cash payment, or $5,400,000, the net amount to settlement class members will be meaningfully lower. Future company filings may update whether the court grants preliminary and final approval and how related recorded liabilities evolve.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Total settlement amount $18,000,000 cash Proposed securities class action settlement consideration
Company-funded portion $3,000,000 cash Portion of settlement to be paid from company funds
Insurer-funded portion $15,000,000 cash Portion expected from certain company insurers
Attorney fee cap 30% of cash payment Estimated maximum share of settlement for fees and costs
Estimated attorney fees $5,400,000 30% of $18,000,000 settlement amount
Settlement class period start May 10, 2022 Beginning of trading period covered for class members
Settlement class period end November 13, 2023 End of trading period covered for class members
Escrow timing Within 30 days Funding after later of preliminary approval or payment instructions
Stipulation and Agreement of Settlement regulatory
"entered into a Stipulation and Agreement of Settlement to settle the securities class action"
A stipulation and agreement of settlement is a formal written deal in which parties in a legal dispute agree on terms to resolve the case without a trial. Think of it as a negotiated truce that spells out who pays what, who admits to nothing, and what future actions are required; it matters to investors because such agreements can end legal uncertainty, fix potential liabilities or costs, and affect a company’s cash flow, reputation, and risk profile.
securities class action regulatory
"to settle the securities class action pending in the United States District Court"
A securities class action is a lawsuit brought by a group of investors who claim they lost money because a company or its executives made false or misleading statements about financial performance, risks, or business prospects. Think of it as many people pooling forces to challenge misleading information; it matters to investors because these cases can lead to large settlements or judgments, hurt a company’s reputation, drain cash, and cause share prices to fall or become more volatile.
escrow account financial
"The Cash Payment will be placed into an escrow account within 30 days"
An escrow account is a neutral holding account run by an independent third party where cash, shares, or documents are kept until specific contract conditions are met — like a referee holding the ball until both teams agree the play is fair. Investors care because escrows reduce counterparty risk in deals (mergers, stock purchases, property transactions), ensuring payments or assets are released only when agreed terms are satisfied.
forward-looking statements regulatory
"contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Preliminary Approval Order regulatory
"within 30 days of the later of (i) the court’s entry of a Preliminary Approval Order"
A preliminary approval order is an official, conditional sign-off from a regulator indicating a product, drug, device, or filing has met key requirements but still needs final steps or paperwork before full authorization. For investors it’s an important milestone because it meaningfully reduces the chance of rejection and often unlocks commercial or financial plans, similar to receiving a conditional green light before a final go-ahead.
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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 17, 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 8.01. Other Events.

Securities Class Action

On June 17, 2026, SkinHealth Systems Inc., f/k/a The Beauty Health Company (the “Company”), entered into a Stipulation and Agreement of Settlement to settle the securities class action pending in the United States District Court for the Central District of California, captioned Alghazwi v. The Beauty Health Company, et al., Case No. 2:23-cv-09733-SPG-MAA (the “Securities Class Action” and the proposed settlement, the “Proposed Securities Settlement”).

The Company entered into the Proposed Securities Settlement to eliminate the uncertainty, burden, and expense of protracted litigation. The Proposed Securities Settlement does not assign or reflect any admission of wrongdoing or liability by the Company or the individual defendants, all of whom deny any wrongdoing. The Proposed Securities Settlement is subject in all respects to court approval and there can be no assurance that the court will approve the Proposed Securities Settlement.

If approved by the court, the Proposed Securities Settlement will fully resolve the Securities Class Action claims against the Company and the individual defendants, Andrew Stanleick and Liyuan Woo. As consideration for the Proposed Securities Settlement, the Company will cause to be paid a total cash settlement payment of $18,000,000 ( the “Cash Payment”), of which, the Company will be responsible to pay only $3,000,000 of the Cash Payment from its own funds, while the remaining $15,000,000 of the Cash Payment will come from certain of the Company’s insurers to facilitate the resolution of the Securities Class Action with the members of the putative class in the Proposed Securities Settlement. The Cash Payment will be placed into an escrow account within 30 days of the later of (i) the court’s entry of a Preliminary Approval Order, or (ii) the date the Company receives payment instructions for the Cash Payment for the benefit of all persons or entities which, between May 10, 2022 and November 13, 2023, inclusive, purchased or otherwise acquired the Company’s Class A Common Stock, par value $0.0001 per share, or Company call options, or all persons or entities which sold or otherwise disposed of Company put options, and were damaged thereby (the “Settlement Class Members”). Plaintiffs will seek attorney’s fees and costs, the amount of which is estimated not to exceed 30% of the Cash Payment, or $5,400,000. The Settlement Class Members will receive from the escrow account the Cash Payment, less Plaintiffs attorneys’ fees and costs, administrative expenses, taxes and tax expenses, any awards to plaintiffs Priscilla Dijkgraaf and Martijn Dijkgraaf, and other fees and expenses authorized by the court.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, the terms of the Proposed Securities Settlement, including the potential payment of attorneys’ fees and the availability of insurance proceeds for the Proposed Securities Settlement. These forward-looking statements involve risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. These risks and uncertainties, include, without limitation, risks and uncertainties related to: (a) the Proposed Securities Settlement not having the expected impact, including resolving the Securities Class Action; (b) the Company’s ability to satisfy all the conditions of the Proposed Securities Settlement on the anticipated timeline or at all; (c) the Proposed Securities Settlement not being approved by the applicable courts; (d) the Proposed Securities Settlement requiring more activity or expense than expected, including as it may affect the Company’s related recorded liability; (e) the Company’s ability to overcome any objections or appeals regarding the Proposed Securities Settlement; (f) the potential adverse impact of the Securities Class Action on the Company’s results of operations, including revenue, operating income and cash flows from operations, and on its financial condition, including liquidity; (g) the Company’s inability to refinance its existing indebtedness on acceptable terms, or at all; and (h) the satisfactory resolution of pending and any future litigation or other disagreements. Additional risks, uncertainties and factors that could cause actual results to differ materially from those in the forward-looking statements are described under the heading “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, as updated or supplemented by subsequent reports that the Company has filed or will file with the SEC.

You should not rely upon forward-looking statements as predictions of future events. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Any forward-looking statement made by the Company is based only on information currently available and speaks only as of the date on which it is made. In light of the uncertainties inherent in any forward-looking statement, the inclusion of a forward-looking statement herein should not be regarded as a representation by the Company that its plans and


objectives will be achieved. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.





















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: June 22, 2026SkinHealth Systems Inc.
By:/s/ Michael Monahan
Name:Michael Monahan
Title:Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What securities class action is SkinHealth Systems Inc. (SKIN) seeking to settle?

SkinHealth Systems entered a proposed settlement for a securities class action captioned Alghazwi v. The Beauty Health Company in the U.S. District Court for the Central District of California. The settlement aims to resolve investor claims over trades in the company’s securities during a specified period.

How much is the proposed securities class action settlement for SKIN?

The proposed settlement involves a total cash payment of $18,000,000. SkinHealth Systems will fund $3,000,000 from its own resources, while certain insurers are expected to contribute $15,000,000, subject to court approval of the agreement and related conditions.

What portion of the SKIN settlement will SkinHealth Systems pay versus its insurers?

SkinHealth Systems will pay $3,000,000 of the $18,000,000 cash settlement from its own funds. The remaining $15,000,000 is expected to be paid by certain of the company’s insurers to facilitate resolution of the securities class action for affected investors.

Who is included in the settlement class for the SKIN securities case?

The settlement class covers persons or entities that traded SkinHealth’s Class A common stock, call options, or put options between May 10, 2022 and November 13, 2023. Eligible investors must also have been damaged by those transactions as defined in the settlement terms.

How much could attorneys’ fees be in the SKIN securities settlement?

Plaintiffs intend to seek attorneys’ fees and costs estimated not to exceed 30% of the cash payment, or about $5,400,000. These fees, plus expenses, taxes, and any plaintiff awards, will be deducted from the escrowed settlement funds before distributions to class members.

Is the SkinHealth Systems (SKIN) securities settlement final?

The settlement is not final yet and remains subject to court approval. A preliminary approval order, potential objections or appeals, and final approval must occur before funds are distributed. The company also notes risks that the settlement might require more activity or expense than expected.

Filing Exhibits & Attachments

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