Opening the filing
8-K
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 9, 2026, SkinHealth Systems Inc. (the “Company”) filed a certificate of amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of the shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), effective as of 12:00 a.m., Eastern Time, on October 14, 2026 (the “Reverse Stock Split”). The Common Stock will begin trading on a post-split basis on the Nasdaq Capital Market as of the open of trading on October 14, 2026. The ticker symbol for the Common Stock remains “SKIN”.
As previously disclosed, at the special meeting of stockholders held on September 22, 2026 (the “Special Meeting”), the Company’s stockholders approved the Certificate of Amendment and authorized the Company’s board of directors (the “Board”) to determine the ratio of the Reverse Stock Split within a specified range of not less than 1-for-5 and not more than 1-for-20. Following the Special Meeting, on September 22, 2026, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-20.
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share of Common Stock in connection with the Reverse Stock Split will receive a cash payment in lieu thereof.
Upon the effectiveness of the Reverse Stock Split, the administrator of each of the Company’s 2021 Incentive Award Plan and 2021 Employee Stock Purchase Plan will make the equitable adjustments required or permitted under the applicable plan. The Company expects that such adjustments generally will reflect the ratio of the Reverse Stock Split, including corresponding adjustments, as applicable, to the number of shares or units underlying outstanding options, stock appreciation rights, restricted stock units, performance-based restricted stock units, restricted stock and other stock-based awards and outstanding purchase rights, the number of shares available under such plans, the applicable plan share limits, and the applicable per-share exercise or purchase prices. The precise adjustments will be subject to the terms of the applicable plan, the applicable award agreements and offering documents, applicable tax requirements, and any rounding conventions adopted by the applicable administrator.
In addition, the conversion rate of the Company’s outstanding convertible notes under the indenture governing the Company’s 7.95% Convertible Senior Secured Notes due 2028 (the “Indenture”) was adjusted proportionately in accordance with the terms of the Indenture to reflect the 1-for-20 Reverse Stock Split ratio.
Continental Stock Transfer & Trust Company, the Company’s transfer agent, will adjust registered stockholders’ book-entry accounts to reflect the Reverse Stock Split automatically. Stockholders holding shares of Common Stock through a broker, bank, or other nominee will have their positions adjusted to reflect the Reverse Stock Split, subject to the particular processes of such broker, bank, or other nominee, and generally will not be required to take any action.
The new CUSIP number for the Common Stock following the Reverse Stock Split is: 88331L306.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On October 9, 2026, the Company issued a press release announcing that the Reverse Stock Split would become effective at 12:00 a.m. Eastern Time on October 14, 2026, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, 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, including Exhibit 99.1, 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.
Exhibit 99.1
Shares expected to begin trading on split-adjusted basis on October 14, 2026 LONG BEACH, Calif. – October 9, 2026 – SkinHealth Systems (Nasdaq: SKIN) (the “Company”), home to flagship brand Hydrafacial™, today announced that its Board of Directors has approved a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). The Reverse Stock Split will become effective at 12:00 a.m. ET on October 14, 2026. The Company’s Class A Common Stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market (“Nasdaq”) at the market open on October 14, 2026, under the existing ticker symbol “SKIN” and a new CUSIP number of 88331L306.
At the Company’s Special Meeting of Stockholders held on September 22, 2026, stockholders approved a proposal authorizing a Reverse Stock Split with the exact ratio to be determined by the Board of Directors. The Reverse Stock Split is intended to help the Company regain compliance with Nasdaq’s $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).
Upon effectiveness of the Reverse Stock Split, every twenty (20) shares of SkinHealth Systems Class A Common Stock issued and outstanding will automatically be combined into one (1) share of Class A Common Stock. Based on the number of shares outstanding as of October 7, 2026, the Reverse Stock Split is expected to reduce the number of outstanding shares of Class A Common Stock from approximately 130.3 million to approximately 6.5 million. The Reverse Stock Split will not change the total number of authorized shares of Class A Common Stock or the par value per share.
The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest in the Company, except as a result of the treatment of fractional shares. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive cash in lieu of such fractional share.
In addition, the conversion rate of the Company’s 7.95% Convertible Senior Secured Notes due 2028 will be adjusted proportionately in accordance with the terms of the notes to reflect the 1-for-20 Reverse Stock Split ratio.