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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):
October 13, 2025
STRATA SKIN SCIENCES, INC.
(Exact name of registrant as specified in its
Charter)
| Delaware |
|
000-51481 | | 13-3986004 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) | | (IRS
Employer
Identification No.) |
5 Walnut Grove Drive, Suite 140
Horsham,
Pennsylvania 19044
(Address of principal executive offices) (Zip
Code)
215-619-3200
(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 filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| ☐ | 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 |
| Common Stock, $0,001 par value per share |
|
SSKN |
|
The Nasdaq Stock Market LLC |
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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed on August 22, 2025, Strata
Skin Sciences, Inc. (the “Company”) received a deficiency notification letter from the Listing Qualifications Staff of The Nasdaq
Stock Market LLC (“Nasdaq”) advising the Company that it is not in compliance with the minimum stockholders’ equity requirement
for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on The Nasdaq Capital Market
to maintain stockholders’ equity of at least $2,500,000 (the “Stockholders’ Equity Requirement”). On September
19, 2025, the Company submitted a plan to Nasdaq to regain compliance with the Stockholders’ Equity Requirement (the “Plan”).
In response to the Company’s Plan, on October 13,
2025, Nasdaq provided the Company notice that Nasdaq has accepted the Plan and granted the Company an extension until February 16, 2026,
to regain compliance with the Stockholders’ Equity Requirement.
The Company is currently evaluating various courses
of action discussed with Nasdaq to regain compliance. There can be no assurance that the Company will be able to regain compliance. If
the Company does not regain compliance by February 16, 2026, or if the Company fails to satisfy another Nasdaq requirement for continued
listing, Nasdaq could provide notice that the Company’s common stock will become subject to delisting. In such event, Nasdaq rules permit
the Company to appeal any delist determination. The hearing request would stay any suspension or delisting action pending the conclusion
of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.
Forward-Looking Statements
Certain statements contained in this Current Report
on Form 8-K are not historical facts and are “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended. This information includes, without limitation, statements concerning the Company’s intention or ability
to regain compliance with the applicable Nasdaq listing requirements, the Company’s intention to appeal the Nasdaq staff’s determination,
the Company’s expectation that a request for a Panel hearing will stay the suspension of the Company’s securities pending the Panel’s
decision, the timing and nature of any hearing before the Panel, the outcome of the Panel’s review of any Company appeal of the Nasdaq
staff’s determination, and any courses of action to regain compliance with the applicable Nasdaq listing requirements. Words such as “anticipates,”
“believes,” “estimates,” “expects,” “intends,” “plans,” “seeks,” and similar
expressions are intended to identify forward-looking statements. The Company may not actually achieve the plans and objectives disclosed
in the forward-looking statements, and you should not place undue reliance on the Company’s forward-looking statements. Any forward-looking
statements are based on management’s current views and assumptions and involve risks and uncertainties that could cause actual results,
performance or events to differ materially from those expressed or implied in such statements. These and other risks are described more
fully in the Company’s filings with the Securities and Exchange Commission (SEC), including the “Risk Factors” section of its
annual report on Form 10-K for the fiscal year ended December 31, 2024, and any risks that may be contained in any subsequent filings
that the Company makes with the SEC. The Company undertakes no obligation to publicly update any forward-looking statement, whether as
a result of new information, future events, or otherwise, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
|
STRATA SKIN SCIENCES, INC. |
| |
|
|
|
| Dated: October 14, 2025 |
|
By: |
/s/ John Gillings |
| |
|
|
John Gillings |
| |
|
|
Chief Accounting Officer |
2
