Entry into a Material Definitive Agreement

On June 6, 2017, STRATA Skin Sciences, Inc. (the “Company”) entered into a Securities Exchange Agreement (the “Agreement”) with the holders of its 2.25% Senior Series A Secured Convertible Debentures due June 30, 2021 and 4% Senior Secured Convertible Debentures due July 30, 2021, to which the holders have agreed to exchange all of such debentures with an aggregate principal amount of approximately $40.6 million into 40,617 shares of newly created Series C Convertible Preferred Stock. In addition to eliminating approximately $40.6 million of senior secured debt, the exchange will also eliminate the Company’s obligation to pay approximately $4.0 million of interest payments over the next four years. The closing of the exchange, and the elimination of such senior debt, will occur within two business days of the approval of the Company’s stockholders of the exchange, including the issuance of the shares of common stock issuable upon conversion of the shares of preferred stock, subject to customary closing conditions. The Company’s Series C Convertible Preferred Stock to be issued to the Agreement will have the rights, preferences and privileges set forth in the Certificate of Designation, in the form of Exhibit A to the Agreement.

Other than the limitations on conversions to keep each such holders beneficial ownership below 9.99%, the terms of the Series C Convertible Preferred Stock generally bestow the same rights to each holder as such holder would receive if they are common stock shareholder and are not redeemable by the holders. Each share of Series C Convertible Preferred Stock has a stated value of $1,000 and is convertible into shares of common stock at a conversion price equal to $2.69.

The foregoing descriptions of the Agreement and the Certificate of Designations are subject to, and qualified in their entirety by, such documents attached hereto as Exhibit 10.1, which is incorporated by reference as if fully set forth herein.

The Company issued a press release in connection with the execution of the Agreement, which press release is attached hereto as Exhibit 99.1.

Additional Information and Where to Find It

This press release may be deemed solicitation material in respect of the proposed issuance of preferred stock in the exchange for the convertible debentures and the subsequent conversion of those shares of preferred stock into common stock of the Company, which is subject to stockholder approval. The Company intends to file with the Securities and Exchange Commission (the “SEC”) and mail to its stockholders a definitive proxy statement in connection with the proposed transaction. This press release does not constitute a solicitation of any vote or approval. THE COMPANY’S STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT STRATA AND THE PROPOSED TRANSACTION. Investors and stockholders may obtain a free copy of the proxy statement and other documents filed with the SEC, when they become available, from the SEC’s website at www.sec.gov or by accessing the Company’s website at www.strataskinsciences.com.

Certain Information Concerning Participants

The Company, its directors, executive officers and certain other members of management and employees of STRATA may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed exchange transaction. Information about such persons who may, under the rules of the SEC, be considered participants in the solicitation of stockholders of the Company in connection with the proposed transaction, and any interest they may have in the proposed transaction, will be set forth in the definitive proxy statement when it is filed with the SEC, which may be obtained as indicated above. Investors and stockholders can find additional information about the Company’s directors and executive officers in the Company’s annual report on Form 10-K, which the Company filed with the SEC on March 13, 2017.

Safe Harbor Statement

Statements in this report that are not strictly historical in nature constitute “forward-looking statements.” Such statements include, but are not limited to, the Company’s issuance of securities, the closing of the transaction and the conversion of debt into equity. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results expressed or implied by such forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement. The Company is providing this information as of this date and does not undertake any obligation to update any forward-looking statements contained in this report as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

Exhibit No Exhibit Description

10.1 Securities Exchange Agreement dated June 6, 2017

99.1 Press Release dated June 7, 2017

About STRATA SKIN SCIENCES, INC. (NASDAQ:SSKN)

STRATA Skin Sciences, Inc., formerly MELA Sciences, Inc., is a medical technology company. The Company is engaged in developing and commercializing products for the diagnosis and treatment of dermatological disorders. The Company has three segments: Dermatology Recurring Procedures, Dermatology Procedures Equipment and Dermatology Imaging. The XTRAC and VTRAC products are the devices used for the treatment of psoriasis, vitiligo and other skin disorders. The XTRAC system delivers targeted ultraviolet light to affected areas of skin, leading to psoriasis clearing and vitiligo repigmentation, following a series of treatments. The Company’s technology includes XTRAC Excimer Laser, VTRAC Lamp and MelaFind. MelaFind is a non-invasive, point-of-care instrument to aid dermatologists in their decision to biopsy suspicious pigmented lesions, such as melanoma. The Company has approximately two distribution channels for phototherapy treatment equipment.