SkinHealth Systems Announces Reverse Stock Split
At the Company’s Special Meeting of Stockholders held on
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
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.
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
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