As filed with the Securities and Exchange Commission on November 22, 2021
August 9, 2023
Registration No. 333-261090333-
Delaware | |||
(State or other jurisdiction of incorporation or organization) | | | 13-3986004 (I.R.S. Employer Identification Number) |
Large accelerated filer | | ☐ | | | Accelerated filer | | | ☐ | |
Non-accelerated filer | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | Emerging growth company | | | ☐ |
Phototherapy: This is the area in which we operate. Our XTRAC Excimer Systems are FDA-cleared, reimbursed by insurance, and exhibit none of the significant side-effects associated with some alternative therapies. Systemic medications: There are a number of prescription medications available for psoriasis, which are given either by mouth or as an injection. The popularity and use of these medications are growing significantly, notwithstanding their cost and their potentially severe side-effects. |
(1) | The number of shares of common stock to be outstanding immediately after this offering as shown above is based on |
Exercise price per share | $ | 1.82 | ||||||
Pro forma net tangible book value per share as of September 30, 2021 | $ | 0.20 | ||||||
Increase per share attributable to new investors | 0.02 | |||||||
Pro forma as adjusted net tangible book value per share after this offering | $ | 0.22 | ||||||
Dilution in net tangible book value per share to new investors | $ | 1.60 |
Exercise price per share | | | | | $0.88 | |
Net tangible book value per share as of June 30, 2023 | | | $(0.23) | | | |
Increase per share attributable to new investors | | | 0.02 | | | |
Pro forma as adjusted net tangible book value per share after this offering | | | | | $(0.20) | |
Dilution in net tangible book value per share to new investors | | | | | $1.08 |
Name and Address of Selling Stockholder | Common Shares Beneficially Owned Prior to This Offering | Number of Shares Underlying Warrant (1) | Common Shares Beneficially Owned After This Offering | ||
Number (1) | Percentage | Number | Percentage | ||
MidCap Funding XLVII Trust (2) 7255 Woodmont Ave, Suite 300 Bethesda, MD 20814 | 373,626 | 1.08% | 373,626 | 0 | 0% |
Total of Selling Stockholder: | 373,626 | 1.08% | 373,626 | 0 | 0% |
Name and Address of Selling Stockholder | | | Common Shares Beneficially Owned Prior to This Offering | | | Number of Shares Underlying Warrant(1) | | | Common Shares Beneficially Owned After This Offering | ||||||
| | Number(1) | | | Percentage | | | | | Number | | | Percentage | ||
MidCap Funding XLVII Trust(2) 7255 Woodmont Ave, Suite 300 Bethesda, MD 20814 | | | 800,000 | | | 2.24% | | | 800,000 | | | 0 | | | 0% |
Total of Selling Stockholder: | | | 800,000 | | | 2.24% | | | 800,000 | | | 0 | | | 0% |
(1) | Represents shares of common stock issuable if the Warrant is exercised in full. |
(2) | Apollo Capital Management, L.P. (“Apollo”) is the investment manager for MidCap Funding XXVII Trust (“MCFXXVII”). Apollo is a registered investment advisor with the SEC. Howard Widra is an authorized signatory for Apollo Capital Management GP, LLC, which is the general partner of Apollo. Accordingly, Mr. Widra is permitted to make decisions on behalf of Apollo, acting in its capacity as the investment manager of MCFXXVII, and therefore may be deemed to have voting control and investment discretion over the securities held by MCFXXVII as reported herein. |
As of September 30, 2021 | | | As of June 30, 2023 | |||||||||||
Actual | As Adjusted | | | Actual | | As Adjusted | ||||||||
(in thousands, except share data) | | (in thousands, except share data) | ||||||||||||
Cash and cash equivalents | $ | 13,047 | $ | 13,697 | | $9,034 | | $9,738 | ||||||
Current portion of long-term debt | $ | - | $ | - | | $— | | $— | ||||||
Long-term debt, net of current portion | 7,282 | 7,282 | | 14,987 | | 14,987 | ||||||||
Total debt | 7,282 | 7,282 | | 14,987 | | 14,987 | ||||||||
Stockholders’ equity | | | ||||||||||||
Common stock, $0.001 par value - authorized, 150,000,000 shares; issued and outstanding, 34,364,679 shares actual and 34,738,305 as adjusted | 34 | 35 | ||||||||||||
Common stock, $0.001 par value - authorized, 150,000,000 shares; issued and outstanding, 34,881,453 shares actual and 35,681,453 as adjusted | | 35 | | 36 | ||||||||||
Additional paid-in capital | 246,979 | 247,628 | | 250,085 | | 250,788 | ||||||||
Accumulated deficit | (220,830 | ) | (220,830 | ) | | (233,211) | | (233,211) | ||||||
Total stockholders’ equity | 26,183 | 26,833 | | 16,909 | | 17,613 | ||||||||
Total capitalization | $ | 33,465 | $ | 34,115 | | $31,896 | | $32,600 |
the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act and is then current in its filing of all required reports and other information under the Act and the Exchange Act; |
the class and series of shares or other security of the issuer that would be received by the holder of the Warrant in connection with the Merger Event were the holder to exercise the Warrant on or prior to the closing thereof is then traded on a national securities exchange or over-the-counter market; and |
following the closing of such Merger Event, the holder of the Warrant would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by the holder in such Merger Event were the holder to exercise the Warrant in full on or prior to the closing of such Merger Event, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Merger Event. |
• | our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 31, 2023 as amended by Amendment No. 1, filed with the SEC on May 1, 2023; |
• | our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2023, as filed with the SEC on May 15, 2023, and for the quarter ended June 30, 2023, as filed with the SEC on August 9, 2023; |
• | Our Current Reports on Form 8-K as filed with the SEC on June 30, 2023 and July 6, 2023; and |
• | the description of our common stock contained in Exhibit 4.2 to our Annual Report on Form 10-K for the year ended December 31, 2022, including any amendment or report filed for the purpose of updating the description. |
Item 14. | Other Expenses of Issuance and Distribution |
Amount | ||||
SEC registration fee | $ | 63.04 | ||
Printing expenses | $ | (1 | ) | |
Legal fees and expenses | $ | (1 | ) | |
Accounting fees and expenses | $ | (1 | ) | |
Transfer agent fees and expenses | $ | (1 | ) | |
Miscellaneous | $ | (1 | ) | |
Total | $ | (1 | ) |
| | Amount | |
SEC registration fee | | | $107 |
Printing expenses | | | $ (1) |
Legal fees and expenses | | | $ (1) |
Accounting fees and expenses | | | $ (1) |
Transfer agent fees and expenses | | | $ (1) |
Miscellaneous | | | $(1) |
Total | | | $(1) |
(1) | These fees are calculated based on the securities offered and the number of issuance and accordingly cannot be estimated at this time. |
Item 15. | Indemnification of Directors and Officers |
Item 16. | Exhibits |
Exhibit | | | Description of Document |
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July 6, 2023. | |||
| | Amended and Restated Registration Rights Agreement, dated as of June 30, 2023, between STRATA Skin Sciences, Inc. and MidCap Funding XXVII Trust, incorporated by reference to Exhibit 10.5 contained in our Current Report on Form 8-K, as filed with the SEC on July 6, 2023. | |
| | Consent of Marcum LLP | |
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| | Filing Fee Table |
Item 17. | Undertakings |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue. |
(d) | If and when applicable, the undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act. |
| | STRATA SKIN SCIENCES, INC. | ||||
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| | By: | | | /s/ Robert J. Moccia | |
| | | | Robert J. Moccia | ||
| | | | Chief Executive Officer (Principal Executive Officer) |
Signature | | | Title | | | Date |
| | | | |||
/s/ Robert J. Moccia | | | Chief Executive Officer and Director (Principal Executive Officer) | | August 9, 2023 | |
Robert J. Moccia | | | ||||
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/s/ Christopher Lesovitz | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | August 9, 2023 | |
Christopher Lesovitz | | | ||||
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/s/ Uri Geiger | | | Director, Chairperson of the Board of Directors | | August 9, 2023 | |
Uri Geiger | | | ||||
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/s/ William D. Humphries | Director | | | August 9, 2023 | ||
William D. Humphries | | | ||||
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/s/ Samuel Rubinstein | | | Director | | | August 9, 2023 |
Samuel Rubinstein | | | | | ||
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/s/ Nachum Shamir | | | Director | | | August 9, 2023 |
Nachum Shamir | | | | | ||
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/s/ Douglas Strang | | | Director | | | August 9, 2023 |
Douglas Strang | | | | | ||
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/s/ Patricia Walker | | | Director | | | August 9, 2023 |
Patricia Walker | | | | |