Strata Skin Sciences Inc SEC Filings

STRATA Skin Sciences furnished an 8-K to announce it issued a press release with results for the third fiscal quarter ended September 31, 2025. The press release is included as Exhibit 99.1.

The disclosures under Item 2.02 and Item 7.01, including Exhibit 99.1, are being furnished, not filed, which means they are not subject to Section 18 liability and are not incorporated into other filings unless specifically referenced.

STRATA Skin Sciences (SSKN) called its 2025 Annual Meeting for December 10, 2025 at 9:00 a.m. local time in Horsham, PA. Stockholders of record as of October 13, 2025, when 5,268,708 shares of common stock were outstanding, may vote in person, by mail, online, or by telephone.

The agenda includes: electing five directors; approving an amendment to the 2016 Omnibus Incentive Plan to add 520,000 shares, bringing the total reserved to 1,476,249 shares, which the company states equals approximately 26.1% of outstanding shares as of May 12, 2025; and ratifying the appointment of CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2025.

Beneficial ownership is concentrated among several holders, including Accelmed Partners LP at 34.55%, 22NW Fund, LP at 15.32%, and Nantahala Capital Management, LLC at 9.68% (as of March 31, 2025). The board reports a majority of independent directors and active audit and compensation/governance committees. The company’s pay-versus-performance disclosure shows a net loss of $10,086 thousand in 2024 and a TSR value of $20.00 on an initial $100 investment.

STRATA Skin Sciences, Inc. filed preliminary proxy materials for its 2025 Annual Meeting, set for December 10, 2025, 9:00 a.m. local time, at its Horsham, PA offices. Stockholders of record as of October 13, 2025 (5,268,708 shares outstanding) may vote.

Agenda items include: electing five directors; and approving an amendment to the 2016 Omnibus Incentive Plan to add 520,000 shares, bringing total plan reserves to 1,476,249 shares, which the company states is approximately 26.1% of outstanding common stock as of May 12, 2025. The materials also note ratification of CBIZ CPAs P.C. as independent auditor for the year ending December 31, 2025.

Internet/telephone voting must be received by 11:59 p.m. EST on December 9, 2025. A quorum requires at least one-third of outstanding shares represented. Beneficial owners should follow their broker’s instructions to vote.

STRATA Skin Sciences updated its at-the-market equity program. The company filed a new prospectus supplement dated September 26, 2025 under its effective Form S-3 (File No. 333-283418), allowing registered “at-the-market” offerings of up to $11.0 million of common stock through Ladenburg Thalmann under an existing Equity Distribution Agreement.

The filing also includes a legal opinion from Stevens & Lee, P.C. as Exhibit 5.1 and related consent as Exhibit 23.1. This administrative step keeps the ATM facility current for potential future sales pursuant to the shelf registration.

STRATA Skin Sciences amended its prospectus supplement to update its at-the-market offering capacity under its Equity Distribution Agreement with Ladenburg Thalmann. The company may offer and sell shares of common stock with an aggregate offering price of up to $392,254 from time to time through Ladenburg acting as sales agent.

This cap reflects the Form S-3 General Instruction I.B.6 limit tied to the company’s public float. The filing cites an aggregate market value of non‑affiliate holdings of $8,889,292, based on 4,077,657 non‑affiliate shares at a price of $2.83 as of September 2, 2025. During the prior 12 months, the company sold $3,454,336 of securities under the same registration statement. Shares outstanding were 5,684,508 as of October 14, 2025. Any shares sold under the program would provide cash proceeds to the company, less sales agent fees.

Strata Skin Sciences reported it remains out of compliance with Nasdaq’s minimum $2,500,000 stockholders’ equity requirement. Nasdaq accepted the company’s plan and granted an extension until February 16, 2026 to regain compliance.

The company is evaluating actions discussed with Nasdaq. If compliance is not regained by the deadline, the common stock could become subject to delisting, though the company would be permitted to request a hearing, which would stay any suspension or delisting action during the process.

Strata Skin Sciences, Inc. offers up to $1,035,358 of common stock in an at-the-market offering to be sold from time to time through Ladenburg as sales agent. The company will use net proceeds for general corporate purposes, including working capital. The number of shares sold and gross proceeds will vary with market price and demand because sales occur at prevailing market prices under placement notices delivered to Ladenburg. The prospectus supplement references risk factors and incorporated SEC reports for additional detail and lists the types of securities the company may issue, including common and preferred stock, various debt securities, warrants, rights and units. Governance provisions and preferred stock terms are described in outline form, and detailed terms for any series of securities will be set in applicable prospectus supplements.

Strata Skin Sciences, Inc. Schedule 13G discloses that CVI Investments, Inc. and its investment manager Heights Capital Management, Inc. together report beneficial ownership of 365,849 shares, representing 6.9% of the outstanding common stock (based on 5,268,708 shares outstanding per the Company prospectus supplement). The filing shows no sole voting or dispositive power and records shared voting and dispositive power over all reported shares. Heights Capital is identified as investment manager and authorized agent for CVI Investments via a limited power of attorney.

Accelmed Partners and affiliated reporting persons disclose beneficial ownership of 1,441,835 shares of Strata Skin Sciences common stock, representing 27.4% of the outstanding shares. This Amendment No. 2 to Schedule 13D reports that the percentage calculation is based on 5,268,708 shares outstanding following a September 4, 2025 registered direct offering by the issuer that issued 1,097,547 new shares. The filing amends prior Schedule 13D information solely to reflect the change in percent of class; no transactions in the issuer's shares by the reporting persons occurred in the past 60 days. The reporting persons and signatory for this filing is Uri Geiger in his capacity as Managing Partner.