SkinHealth Systems Inc 8-K, filed Oct 14, 2026
SkinHealth Systems Inc. (SKIN)
8-K
2026-10-14
For: 2026-10-14
View Original
Added on
October 14, 2026
About this 8-K
SkinHealth Systems Inc filed this 8-K on October 14, 2026.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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 14, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(Zip Code)
(800 ) 603-4996
(Registrant’s telephone number, including area code)
The Beauty Health Company
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
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 3.03. Material Modification to Rights of Security Holders.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 14, 2026 | SkinHealth Systems Inc. | |||||||
| By: | /s/ Michael Monahan | |||||||
| Name: | Michael Monahan | |||||||
| Title: | Chief Financial and Operating Officer | |||||||
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
SKINHEALTH SYSTEMS INC.
SkinHealth Systems Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
1. This Certificate of Amendment amends the provisions of the Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on April 22, 2026 (the “Certificate of Incorporation”).
2. Article IV of the Certificate of Incorporation is hereby amended to add the following language at the end of Section 4.1 Authorized Capital Stock:
Upon the effectiveness of this Certificate of Amendment (the “Amendment Effective Time”),
(i) each 5 to 20 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), either issued and outstanding or held by the Corporation in treasury immediately prior to the Amendment Effective Time shall automatically be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Class A Common Stock, without any further action by the Corporation or the holders thereof (the “Reverse Stock Split”), the exact ratio within such range to be determined by the Board of Directors of the Corporation (the “Board”) prior to the Amendment Effective Time and publicly announced by the Corporation;
(ii) the par value of the Class A Common Stock following the Reverse Stock Split shall remain $0.0001 per share;
(iii) no fractional shares shall be issued in connection with the Reverse Stock Split; and
(iv) each certificate or book-entry position that immediately prior to the Amendment Effective Time represented shares of Class A Common Stock shall thereafter, automatically and without any action on the part of the Corporation or the holder thereof, represent that number of shares of Class A Common Stock into which the shares of Class A Common Stock represented by such certificates or book-entry positions shall have been reclassified and combined, subject to the elimination of fractional share interests as described above. Each holder of a certificate that, immediately prior to the Amendment Effective Time, represented shares of Class A Common Stock shall be entitled to receive, upon the surrender of such certificate, a new certificate representing the number of shares of Class A Common Stock into which the shares of Class A Common Stock represented by such surrendered certificate shall have been reclassified and combined.
3. This Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL.
4. Prior to this Certificate of Amendment becoming effective, the Board determined that each 20 shares of Class A Common Stock issued and outstanding or held by the Corporation in treasury shall automatically be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Class A Common Stock.
5. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
6. This Certificate of Amendment shall become effective as of 12:00 a.m. ET on the 14th day of October, 2026.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Brenton L. Saunders, its Chairman of the Board, this 9th day of October, 2026.
SKINHEALTH SYSTEMS INC.
By: /s/ Brenton L. Saunders
Name: Brenton L. Saunders
Title: Chairman of the Board
SkinHealth Systems Announces Reverse Stock Split
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.
Continental Stock Transfer & Trust Company (“Continental”) is acting as the transfer and exchange agent for the Reverse Stock Split. Stockholders who hold registered shares in book-entry form at Continental are not required to take any action to receive split-adjusted shares. Stockholders who hold shares through a broker, bank or other nominee will have their positions automatically adjusted and are not required to take any action. Stockholders holding share certificates will receive instructions from Continental regarding the exchange of shares.
Additional information regarding the Reverse Stock Split is available in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 12, 2026.
About SkinHealth Systems
SkinHealth Systems (NASDAQ: SKIN) is a global medical aesthetics company delivering an integrated ecosystem of clinically proven solutions designed to help consumers achieve superior skin health and support the success of providers. Anchored by Hydrafacial™, a leading and widely requested professional skincare treatment, and supported by complementary offerings including SkinStylus™ microneedling and HydraScalp™ with Keravive™, SkinHealth Systems combines advanced device technology, proprietary consumables, and clinical validation to deliver trusted treatment experiences
through an omnichannel network of providers worldwide. Learn more at skinhealthsystems.com or follow us on LinkedIn. Local providers can be found at hydrafacial.com/find-a-hydrafacialist.
Forward-Looking Statements
All statements, other than statements of historical fact, included in this communication that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements, as defined under U.S. federal securities laws.
Forward-looking statements can be identified by the use of words such as the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements regarding the Reverse Stock Split, the expected effect on the per share trading price of Class A Common Stock, the Company’s ability to regain compliance with Nasdaq’s minimum bid price requirement for continued listing on The Nasdaq Capital Market, the expected number of post-split shares outstanding, and the treatment of fractional shares. These forward-looking statements are inherently uncertain and involve numerous assumptions and risks. Factors that could cause actual results to differ materially from those projected include, but are not limited to: (i) the Reverse Stock Split may not result in a sustained increase in the per share trading price of the Company’s Class A Common Stock; (ii) the Reverse Stock Split may decrease the trading liquidity of the Company’s Class A Common Stock; (iii) the Reverse Stock Split may not result in the Company regaining compliance with Nasdaq’s minimum bid price requirement; and (iv) other important factors detailed in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other documents that are filed, or will be filed, with the U.S. Securities and Exchange Commission (the “SEC”) and that are or will be available on the Company’s website at www.skinhealthsystems.com and on the website of the SEC at www.sec.gov. Those risks continue to be relevant to the Company's performance and financial condition. Moreover, the Company operates in a very competitive and rapidly changing environment. New risk factors emerge from time-to-time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company expressly disclaims any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts:
Press: press@skinhealthsystems.com
Investors: IR@skinhealthsystems.com
Investors: IR@skinhealthsystems.com