Item 1.02. Termination of a Material Definitive Agreement.
On September 30, 2026, the remaining outstanding aggregate principal amount of the 1.25% Convertible Senior Notes due 2026 (the “Notes”) issued by SkinHealth Systems Inc. (the “Company”), pursuant to the Indenture, dated as of September 14, 2021 (the “Indenture”), by and among the Company and U.S. Bank National Association, as trustee (the “Trustee”), was repaid in full by the Company, together with accrued and unpaid interest thereon.
In conjunction with the full and final repayment of the Notes, the Indenture was satisfied and discharged in accordance with its terms and the Trustee acknowledged such satisfaction and discharge. As a result of the satisfaction and discharge of the Indenture, the Company was released from its remaining obligations under the Indenture except those provisions of the Indenture that, by their terms, survive the satisfaction and discharge of the Indenture.
Item 7.01. Regulation FD Disclosure.
On September 30, 2026, the Company retired the Notes in accordance with their terms. The Company repaid the remaining outstanding aggregate principal amount of $103,235,000 together with accrued and unpaid interest thereon of $645,218.75. The Notes were issued on September 14, 2021 and were set to mature on October 1, 2026.
The information set forth under Item 7.01 of this Current Report on Form 8-K (the “Current Report”) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.