[424B5] – STRATA Skin Sciences, Inc. (SSKN) (CIK 0001051514)

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

Administrative ATM cap reset to $392,254 under I.B.6 limits.

The company updated its at-the-market capacity to an aggregate offering price of $392,254, aligning with Form S-3 I.B.6 constraints that limit sales to one‑third of public float over any 12‑month period when float is below $75.0 million. The sales occur through Ladenburg as sales agent.

The float referenced is $8,889,292, derived from non‑affiliate shares and a $2.83 share price within 60 days of the amendment, and the company notes $3,454,336 sold during the prior 12 months under the same shelf. Actual issuance depends on market conditions and usage of the program.

If the public float increases, the company states it may file another amendment before additional sales; timing and amounts will depend on subsequent disclosures.

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-283418

AMENDMENT NO. 1 DATED OCTOBER 15, 2025

to Prospectus Supplement dated September 26, 2025

(To Prospectus dated December 18, 2024)

Up to $392,254 of Shares

Common Stock

This Amendment No. 1 to Prospectus Supplement (this “Amendment”) amends our prospectus supplement dated September 26, 2025 (the “Prospectus Supplement”). This Amendment should be read in conjunction with the Prospectus Supplement and the accompanying prospectus dated December 18, 2024 (File No. 333-283418) (the “Prospectus”), and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus Supplement or the Prospectus. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prospectus Supplement and the Prospectus, and any future amendments or supplements thereto.

We entered into an Equity Distribution Agreement with Ladenburg Thalmann & Co. Inc. (“Ladenburg”) dated October 15, 2021 (the “Sales Agreement’), relating to shares of our common stock, par value $0.001 per share, offered by the Prospectus Supplement and the Prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $11,000,000 from time to time through Ladenburg acting as our sales agent.

Our common stock is listed on the Nasdaq Capital Market under the symbol “SSKN.”

We are filing this Amendment to amend the Prospectus Supplement to update the amount of shares of our common stock we are eligible to sell under General Instruction I.B.6 of Form S-3 and pursuant to the Sales Agreement. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates is approximately $8,889,292, which we calculated based on 5,684,508 shares of outstanding common stock as of October 14, 2025, of which 4,077,657 shares were held by non-affiliates, and a price per share of $2.83 as of September 2, 2025, which is a date within 60 days prior to the filing date of this Amendment. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell, pursuant to the Prospectus Supplement and the Prospectus, as amended by this Amendment, securities with a value exceeding one-third of the aggregate market value of our outstanding common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our outstanding common stock held by non-affiliates remains below $75.0 million. During the 12 calendar months prior to the date of this prospectus supplement, we have sold $3,454,336 aggregate amount of securities under the registration statement of which this Prospectus Supplement and the Prospectus form a part.

As a result of these limitations and the current public float of our common stock, and in accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $392,254 from time to time through Ladenburg. If our public float increases such that we may sell additional amounts under the Sales Agreement, the Prospectus Supplement and the Prospectus, we will file another amendment to the Prospectus Supplement prior to making additional sales.

Investing in our common stock involves a high degree of risk. Before making an investment decision, please read the information under the heading “Risk Factors” in the Prospectus Supplement, the Prospectus and the documents incorporated by reference therein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Amendment, the Prospectus Supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Ladenburg Thalmann & Co. Inc.

The date of this Amendment No. 1 to Prospectus Supplement is October 15, 2025.

FAQ

What is STRATA Skin Sciences (SSKN) updating in this amendment?

It updates the at-the-market program capacity; the company may sell up to $392,254 of common stock through Ladenburg Thalmann.

What limit governs SSKN’s ATM sales under this filing?

Form S-3 General Instruction I.B.6, which caps sales to one‑third of non‑affiliate public float when below $75.0 million.

What is SSKN’s cited public float for this calculation?

An aggregate market value of non‑affiliate holdings of approximately $8,889,292, based on a $2.83 share price.

How many shares were outstanding for SSKN at the reference date?

Shares outstanding were 5,684,508 as of October 14, 2025, with 4,077,657 held by non‑affiliates.

How much has SSKN sold under this shelf in the past 12 months?

It sold $3,454,336 aggregate amount of securities under the same registration statement.

Who is the sales agent for SSKN’s ATM program?

Ladenburg Thalmann & Co. Inc. acts as the company’s sales agent under the Equity Distribution Agreement.

Will SSKN update the ATM capacity if its float increases?

Yes. It would file another amendment to the prospectus supplement before making additional sales.