UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No.1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _____________
Commission file number: 0-11635
STRATA SKIN SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 13-3986004 (I.R.S. Employer Identification No.) |
5 Walnut Grove Drive, Suite 140, Horsham, Pennsylvania 19044
(Address of principal executive offices, including zip code)
(215) 619-3200
(Issuer’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value per share | SSKN | The NASDAQ Stock Market LLC |
Securities registered under Section 12(g) of the Exchange Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes [ ] No [X]
Indicate by check mark whether the registrant: (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days.
Yes [_X_] No [_]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes [_X_] No [_]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [__] | Accelerated filer [ ] | ||
| Non-accelerated filer [X] | Smaller reporting company [X] | ||
| 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. [___]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
The number of shares outstanding of our common stock as of June 30, 2018, was 29,888,502 shares. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $34,280,992, computed by reference to the closing market price $2.05 of the common stock as of June 30, 2018, and 16,722,435 shares held by non-affiliates.
As of November 9, 2019, the number of shares outstanding of our common stock was 32,903,287.
Documents Incorporated by Reference
None
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K of STRATA Skin Sciences, Inc. (the "Company") for the year ended December 31, 2018, originally filed on October 30, 2019 (the "Original Filing"), is being filed solely to include the consents of the independent registered public accounting firms as Exhibits 23.1 and 23.2.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are attached hereto.
Except as described above, no other changes have been made to the Original Filing, and this Form 10-K/A does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Form 10-K/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
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EXHIBIT INDEX
The following is a list of all exhibits filed as a part of this Annual Report on Form 10-K/A.
| 23.1 | ||
| 23.2 | ||
| 31.1 | ||
| 31.2 | ||
| 32.1* |
| * | The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K/A pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed "filed" by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
STRATA SKIN SCIENCES, INC. | ||||
November 20, 2019 | By: /s/ Dolev Rafaeli | |||
Dolev Rafaeli | ||||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Capacity in Which Signed | Date | ||
/s/ Dolev Rafaeli | President, Chief Executive Officer (Principal Executive Officer), and Director | November 20, 2019 | ||
Dolev Rafaeli | ||||
/s/ Matthew Hill | Chief Financial Officer (Principal Financial and Accounting Officer) | November 20, 2019 | ||
Matthew Hill | ||||
/s/ Uri Geiger | Director, Chairman of the Board | November 20, 2019 | ||
Uri Geiger | ||||
/s/ David Gill | Director | November 20, 2019 | ||
David Gill | ||||
/s/ Samuel Navarro | Director | November 20, 2019 | ||
Samuel Navarro | ||||
/s/ Shmuel Rubinstein | Director | November 20, 2019 | ||
Shmuel Rubinstein | ||||
/s/ Nachum Shamir | Director | November 20, 2019 | ||
Nachum Shamir | ||||
/s/ LuAnn Via | Director | November 20, 2019 | ||
LuAnn Via |
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