Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
☐ | Preliminary Proxy Statement |
☐ | ||
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) | ||
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to § 240.14a-12 |
STRATA Skin Sciences, Inc. |
(Name of Registrant as Specified in its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
☒ | No fee required. |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Fee paid previously with preliminary materials. |
☐ |
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4. | an advisory vote |
5. | an advisory vote on the frequency of future advisory votes to |
| | By Order of the Board of Directors | |
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| | /s/ Robert Moccia | |
| | Robert Moccia | |
| | President and Chief Executive Officer | |
| | September 25, 2023 |
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3. | approve an amendment to our existing Certificate of Incorporation (our “Current Charter”) to effect a reverse stock split of our common stock at a reverse stock split ratio not less than 1-for-5 and | ||
4. | an advisory vote to approve the compensation of the Company’s named executive officers; |
5. | an advisory vote on the frequency of future advisory votes to approve the compensation of the Company’s named executive officers; and |
6. | conduct any other business properly brought before the meeting. |
To vote in person, come to the Annual Meeting, and we will give you a ballot when you arrive at the Annual Meeting and follow the instructions provided. To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to |
Name and Address Of Beneficial Owner (1) | Number of Shares Beneficially Owned | Percentage of Shares Beneficially Owned (1) |
Francis J. McCaney (2) | 4,000 | * |
Christina L. Allgeier (3) | 6,250 | * |
Jeffrey F. O'Donnell, Sr. (4) | 130,856 | 5.02% |
Samuel E. Navarro (5) | 130,276 | 5.00% |
David K. Stone (6) | 32,007 | 1.28% |
Kathryn Swintek (7) | 31,566 | 1.27% |
LuAnn Via (8) | 31,827 | 1.26% |
James Coyne (9) | - | * |
All directors and officers as a group (eight persons) (10) | 366,782 | 12.92% |
Broadfin Healthcare Master Fund, Ltd (11) | 1,008,297 | 9.99% |
Sabby Healthcare Master Fund, Ltd (12) | 998,019 | 9.99% |
Sabby Volatility Warrant Master Fund, Ltd (13) | 116,571 | 9.99% |
Name and Address of Beneficial Owner(1) | | | Number of Shares Beneficially Owned | | | Percentage of Shares Beneficially Owned(1) |
Uri Geiger(8) | | | 12,112,627 | | | 34.73% |
Robert J. Moccia(2) | | | 1,221,694 | | | 3.5% |
Nachum Shamir | | | 229,414 | | | * |
Douglas Strang(3) | | | 53,977 | | | * |
Patricia Walker(4) | | | 53.215 | | | * |
William Humphries(5) | | | 176,097 | | | * |
Shmuel Rubinstein | | | 125,703 | | | * |
Christopher Lesovitz(6) | | | 110,631 | | | * |
Shmuel Gov(7) | | | 314,999 | | | |
All directors and officers as a group (eight persons) | | | 13,399,106 | | | 40.43% |
| | | | |||
Accelmed Partners LP(8) | | | 12,112,627 | | | 35.84% |
Nantahala Capital Management, LLC(9) | | | 4,393,685 | | | 12.6% |
22NW Fund, LP(10) | | | 3,439,261 | | | 9.86% |
* | Less than 1%. |
(1) | Beneficial ownership is determined in accordance with the rules of the |
(2) | Includes |
(3) | Includes |
(4) | Includes 66,136 shares, |
(5) | Includes 20,000 options granted on being appointed to the Board. Also includes only the vested portion of a grant of 411,124 options granted on August 23, 2021. |
(6) | Christopher Lesovitz became the Company’s CFO on October 15, 2021 and has been awarded 450,000 options all of which vest over a four year period from the date of grant. |
(7) | Shmuel Gov became the Company’s Senior Vice President-General Manager, Carlsbad Operations, on April 1. 2022. Holdings consist of exercisable options to purchase |
(8) |
The business address of |
(9) | The business address of Nantahala Capital Management, LLC (“Nantahala”) is 130 Main Street, 2nd Floor, New Canaan, CT 06840. Nantahala may be deemed to |
The business address of |
Name | Audit | | | Compensation/ Nominating and Corporate Governance | ||
Dr. Uri Gieger, Chairman | | | | | ||
William Humphries | | | | | X | |
Nachum Shamir | | | X* | |||
Douglas Strang | X* | | | |||
Samuel Rubinstein | X | | | X | ||
Patricia Walker | | X | | |
* | Committee Chair |
appointing, evaluating and determining the compensation of our independent auditors; reviewing and approving the scope of the annual audit, the audit fee and the financial statements; reviewing disclosure controls and procedures, internal control over financial reporting, any internal audit function and corporate policies with respect to financial information; reviewing other risks that may have a significant impact on our financial statements; preparing the Audit Committee report for inclusion in the annual proxy statement; establishing procedures for the receipt, retention and treatment of complaints regarding accounting and auditing matters; approving all related person transactions, as defined by applicable SEC Rules, to which we are a party; and evaluating annually the Audit Committee charter. The Audit Committee | ||
a representation that the stockholder is a holder of record of our capital stock; the name and address, as they appear on our books, of the stockholder sending such communication; and the class and number of shares of our capital stock that are beneficially owned by such stockholder. |
Executive | | | Bonus as a percentage of base salary | | | Target | | | Approved Bonus |
Robert Moccia | | | 85% | | | $334,750 | | | $284,537 |
Christopher Lesovitz | | | 85% | | | $125,000 | | | $106,250 |
Shmuel Gov | | | 92% | | | $147,000 | | | $135,240 |
Name and Principal Position | Year | Salary ($) | Bonus ($) (4) | Stock Awards ($) (5) | Option Awards ($) (5)) | All Other Compensation ($) (6) | Total ($) |
Francis J. McCaney (1), Director, President and Chief Executive Officer | 2016 | 56,700 | - | - | 150,273 | 1,000 | 207,973 |
2015 | - | - | - | - | - | - | |
Christina L. Allgeier (2), Chief Financial Officer and Treasurer | 2016 | 200,000 | 30,000 | - | 37,600 | 13,500 | 281,100 |
2015 | 90,679 | 30,000 | - | - | 7,076 | 127,755 | |
Michael R. Stewart (3), Former Director, President and Chief Executive Officer | 2016 | 344,240 | - | - | - | 388,661 | 732,901 |
2015 | 313,570 | 255,000 | 109,000 | - | 37,436 | 715,006 |
Name and Principal Position | | | Year | | | Salary | | | Non-Equity Incentive Plan Compensation ($)(1) | | | Options(2) | | | All Other Compensation(3) | | | Total |
Robert Moccia, Director, President and Chief Executive Officer | | | 2022 | | | 510,731 | | | 299,677 | | | 144,920 | | | 27,200 | | | 982,528 |
| 2021 | | | 403,846 | | | — | | | 1,784,421 | | | 18,804 | | | 2,207,071 | ||
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Chris Lesovitz, Chief Financial Officer | | | 2022 | | | 250,000 | | | 42,462 | | | 94,000 | | | 21,292 | | | 407,754 |
| 2021 | | | 97,346 | | | — | | | 296,500 | | | 3,000 | | | 396,846 | ||
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Shmuel Gov, Senior Vice President and General Manager | | | 2022 | | | 290,016 | | | 154,910 | | | 65,800 | | | 25,594 | | | 536,320 |
| 2021 | | | 264,465 | | | 55,363 | | | — | | | 18,600 | | | 338,428 |
(1) | |
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Francis J. McCaney | - | 108,500 | 201,500 | 2.75 | 10/31/2026 | 0 | 0 | N/A | N/A |
Christina L. Allgeier | 2,500 | 17,500 | 0 | 3.75 | 6/7/2026 | 0 | 0 | N/A | N/A |
(1) |
Options granted |
Year | | | Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1) | | | Compensation Actually Paid to PEO(2) | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (“NEOs”)(3) | | | Average Compensation Actually Paid to Non-PEO NEOs(4) | | | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (“TSR”)(5) | | | Net Income (Loss) (millions)(6) |
(a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) |
2022 | | | $982,528 | | | ($193,553) | | | $642,201 | | | $155,577 | | | $53.00 | | | ($5,486) |
2021 | | | $2,207,071 | | | $2,822,557 | | | $367,637 | | | $574,437 | | | $98.00 | | | ($2,672) |
(1) | The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Robert Moccia (President and Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
(2) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Moccia, as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Moccia during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Moccia total compensation for each year to determine the compensation actually paid: |
Year | | | Reported Summary Compensation Table Total for PEO ($) | | | Reported Value of Equity Awards(a) ($) | | | Equity Award Adjustments(b) ($) | | | Compensation Actually Paid to PEO ($) |
2022 | | | $982,528 | | | $144,920 | | | ($1,031,161) | | | ($193,553) |
2021 | | | $2,207,071 | | | $1,784,421 | | | $2,399,907 | | | $2,822,557 |
(a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year. |
(b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) an amount equal to the change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, an amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Year | | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | | Total Equity Award Adjustments ($) |
2022 | | | $79,000 | | | ($462,567) | | | n/a | | | ($647,595) | | | n/a | | | n/a | | | ($1,031,161) |
2021 | | | $2,399,907 | | | n/a | | | n/a | | | n/a | | | n/a | | | n/a | | | $2,399,907 |
(3) | The dollar amounts reported in column (d) represent the average of the amounts reported for our company’s named executive officers as a group (excluding Mr. Moccia) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Mr. Moccia) included for purposes of calculating the average amounts in each applicable year are as follows: for 2022 and 2021, Mr. Chris Lesovitz and Mr. Shmuel Gov. |
(4) | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Moccia), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Moccia) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Moccia) for each year to determine the compensation actually paid, using the same methodology described in Note 2 above: |
Year | | | Average Reported Summary Compensation Table Total for Non- PEO NEOs ($) | | | Average Reported Value of Equity Awards ($) | | | Average Equity Award Adjustments(a) ($) | | | Average Compensation Actually Paid to Non-PEO NEOs ($) |
2022 | | | $642,201 | | | ($101,573) | | | ($385,050) | | | $155,577 |
2021 | | | $367,637 | | | ($148,250) | | | $355,050 | | | $574,437 |
(a) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Year | | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | | Total Equity Award Adjustments ($) |
2022 | | | $67,150 | | | ($65,167) | | | n/a | | | ($387,033) | | | n/a | | | n/a | | | ($385,050) |
2021 | | | $367,500 | | | ($3,000) | | | n/a | | | ($9,450) | | | n/a | | | n/a | | | $355,050 |
(5) | Cumulative TSR is calculated by dividing the sum of the cumulative amount of cash dividends for the measurement period, assuming dividend reinvestment, and the difference between the Corporation’s share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. |
(6) | The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year. |
1. | $70,000 base compensation. |
2. | $150,000 base compensation for the Chairman of the Board. Dr. Geiger does not receive this additional compensation in connection with his service as Chairman of the Board effective July 1, 2023. |
3. | $10,000 for the Chairman of the Compensation, Nominating Committee. |
4. | $20,000 for the Chairman of the Audit Committee. |
5. | $5,000 for membership on each committee (not to be paid to the Chair of the committees). |
6. | New independent Board members shall receive a one-time grant of 20,000 stock options. |
Name | | | Fees Earned ($) | | | Stock Awards ($)(3) | | | All Other Compensation ($) | | | Total ($) |
William Humphries | | | $155,000 | | | — | | | — | | | $155,000 |
Uri Geiger(1) | | | $77,500 | | | — | | | — | | | $77,500 |
Samuel Rubinstein | | | $45,000 | | | $35,000 | | | — | | | $80,000 |
Nachum Shamir | | | $40,000 | | | $40,000 | | | — | | | $80,000 |
Patricia Walker(2) | | | $32,812 | | | $69,924 | | | — | | | $102,736 |
Douglas Strang | | | $55,000 | | | $52,500 | | | — | | | $107,500 |
Name | Fees Earned ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | ||||||||||||
Jeffrey F. O'Donnell, Sr. | 73,750 | 21,165 | 120,000 | 214,915 | ||||||||||||
Samuel E. Navarro | 38,750 | 21,165 | 120,000 | 179,915 | ||||||||||||
David K. Stone | 52,250 | 21,165 | 0 | 73,415 | ||||||||||||
Kathryn Swintek | 56,250 | 21,165 | 0 | 77,415 | ||||||||||||
LuAnn Via | 46,250 | 21,165 | 0 | 67,415 | ||||||||||||
R. Rox Anderson (3) | 41,000 | 21,165 | 0 | 62,165 |
(1) | Fees paid on behalf of Dr. Geiger were paid to Accelmed as a result of the fact that Accelmed’s partnership agreement precludes the receipt of any equity. |
(2) | Dr. Walker joined the Board in February 2022. |
(3) | Stock awards are comprised of restricted stock units and options issued pursuant to the director compensation plan as discussed above. The |
Number of Securities to be Issued Upon Exercise of Outstanding Options | Weighted-Average Exercise Price of Outstanding Options | Number of Securities Remaining Available Under Equity Compensation Plans (excluding securities reflected in column (A)) | ||||||||||
(A) | (B) | (C) | ||||||||||
Equity compensation plans | ||||||||||||
approved by security holders | 900,139 | $ | 5.11 | 1,658,878 | ||||||||
Equity compensation plans not approved by security holders | - | - | - | |||||||||
Total | 900,139 | $ | 5.11 | 1,658,878 |
Name | | Position | | | Age | |
Dr. Uri Geiger | | | Chairman of the Board | | 55 | |
Robert Moccia | | | President, Chief Executive Officer and Director | | 65 | |
Wayne Cafran | | Director Nominee | | 62 | ||
Irit Yaniv, MD | | Director Nominee | | 59 | ||
Samuel Rubinstein | | Director | ||||
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84 |
| Board Diversity Matrix as of August 31, 2023 | | | | | | | | | | ||||
| Board Size | | | | | | | | | | ||||
| Total Number of Directors | | | 7 | | | | | | | | |||
| Gender | | | Male | | | Female | | | Non-Binary | | | Gender Undisclosed | |
| Number of directors based on gender identity | | | 6 | | | 1 | | | | | | ||
| Number of directors who identify in any of the categories below | | | | | | | | | | ||||
| African American or black | | | | | | | | | | ||||
| Alaskan Native or American Indian | | | | | | | | | | ||||
| Asian | | | | | | | | | | ||||
| Hispanic or Latinx | | | | | | | | | | ||||
| Native Hawaiian or Pacific Islander | | | | | | | | | | ||||
| White | | | | | | | | | | ||||
| Two or More Races or Ethnicities | | | | | | | | | | ||||
| LGBTQ | | | | | | | | | | ||||
| Undisclosed | | | | | | | | | |
Share Increase Proposal Approved | | | Pre-Reverse Stock | | | Post-Split | | | Post-Split | | | Post-Split |
| | Split | | | (1:5) | | | (1:10) | | | (1:25) | |
Number of authorized shares of common stock | | | 150,000,000 | | | 150,000,000 | | | 150,000,000 | | | 150,000,000 |
Number of outstanding shares of common stock | | | 34,913,886 | | | 6,982,777 | | | 3,491,389 | | | 1,396,555 |
Shares of common stock reserved for issuance upon exercise of warrants(1) | | | 800,000 | | | 160,000 | | | 80,000 | | | 32,000 |
Allocated - shares of common stock reserved for issuance upon exercise/settlement of plan awards(2) | | | 5,336,491 | | | 1,067,298 | | | 533,649 | | | 213,460 |
Unallocated - authorized shares of common stock but not issued or outstanding, or reserved for issuance, under our plans(2) | | | 2,145,724 | | | 429,145 | | | 214,572 | | | 85,829 |
Fully diluted shares of common stock (issued and reserved for issuance) | | | 43,196,101 | | | 8,639,220 | | | 4,319,610 | | | 1,727,844 |
Shares of common stock authorized but not issued or reserved (and % of total authorized shares of common stock)(2) | | | 106,803,899 | | | 141,360,780 | | | 145,680,390 | | | 148,272,156 |
| (71.2%) | | | (94.2%) | | | (97.1%) | | | (98.8%) |
(1) | Includes 800,000 shares (on a pre-split basis) issuable upon exercise of outstanding warrants. |
(2) | Includes shares issuable upon exercise of awards under the Plan and shares issuable under an option to Robert Moccia granted in March 2021 not included in the Plan. |
| | 2022 | | | 2021 | |
Audit Fees(1) | | | $437,048 | | | $340,283 |
Audit-Related Fees(2) | | | — | | | — |
Tax Fees(3) | | | — | | | — |
All Other Fees(4) | | | — | | | — |
Total | | | $437,048 | | | $340,283 |
(1) | Consists of fees billed for the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the auditors in connection with statutory and regulatory filings or engagements. |
(2) | Consists of assurance and related services that are reasonably related to the performance of the audit and reviews of our financial statements and are not included in “audit fees” in this table. |
(3) | Consists of all tax related services. |
(4) | There were no other fees billed by Marcum LLP for the years ended December 31, 2022, and 2021. |
2016 | 2015 | |||||||
Audit Fees (1) | $ | 370,500 | $ | 411,939 | ||||
Audit-Related Fees (2) | - | - | ||||||
Tax Fees (3) | 56,500 | 70,000 | ||||||
All Other Fees (4) | - | - | ||||||
Total | $ | 427,000 | $ | 481,939 |
By | | | Order of the Board of Directors | | | |
| /s/ Robert Moccia | | | |||
| Robert Moccia | | | |||
| | President and Chief Executive Officer | | |
1. | The name of the Corporation is Strata Skin Sciences, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of New York in 1989 under the name Electro-Optical Sciences, Inc. and subsequently reincorporated under the laws of the State of Delaware in 1997. In April 2010, we changed our name to MELA Sciences, Inc. On January 5, 2016, we changed our name to STRATA Skin Sciences, Inc. |
2. | The terms and provisions of this Certificate of Amendment of Amended and Restated Certificate of Incorporation have been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) by the Board of Directors of the Company (the “Board of Directors”) and have been duly approved by the consent of the stockholders of the Company in accordance with Section 211 of the DGCL. |
3. | The following amendment to the Amended and Restated Certificate of Incorporation shall be effective on [ ], 2023, and the effective time shall be 12:01 a.m., Eastern Time. |
4. | The first two paragraphs of Article III of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows: |