STRATA SKIN SCIENCES, INC. (NASDAQ:SSKN) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April3, 2019, STRATA Skin Sciences, Inc. (the “Company”) received notice from The NASDAQ Stock Market (“Nasdaq”) that, because the Company has not yet filed its Annual Report on Form 10-K for the year ended December31, 2018 (the“10-K”) with the Securities and Exchange Commission (the“Commission”), the Company no longer complies with the continued listing requirements under Nasdaq Listing Rule 5250(c)(1), which requires Nasdaq-listed companies to timely file all periodic reports with the Commission.
As previously reported by the Company in its Notification of Late Filing on Form12b-25, filed with the Commission on April 2, 2019, the Company was unable to file the 10-K for the fiscal year ended December 31, 2018 within the prescribed period because the Company is still in the process of completing the December 31, 2018 audit and filing, as it is still evaluating the proper accounting of certain historical contingent and potential liabilities related to state sales and use taxes as well as potential non-cash derivative liabilities arising from debentures issued in June 2015 which converted to Series C Preferred Stock in September 2017.
This notice from Nasdaq has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market. The Company has 60 days within which to either cure the deficiency or to submit a plan to Nasdaq showing how it intends to regain compliance. If Nasdaq accepts the plan submitted by the Company, Nasdaq can grant an extension of the grace period for shares of STRATA’s common stock to remain listed for up to 180 calendar days from the 10-K’s due date, or until September 30, 2019, to regain compliance.
The Company intends to submit the 10-K as soon as practicable.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1Press Release dated April 5, 2019 issued by STRATA Skin Sciences, Inc.
Safe Harbor
This press release, and oral statements made regarding the subjects of this release, contains “forward-looking statements” within the meaning of the Securities Litigation Reform Act of 1995, or the Reform Act, which may include, but are not limited to, statements regarding the Company’s revenue growth estimates, plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts, including statements identified by words such as “believe,” “plan,” “seek,” “expect,” “intend,” “estimate,” “anticipate,” “will,” and similar expressions. All statements addressing the Company’s ability to regain compliance with the Nasdaq listing requirements or to develop a plan acceptable to Nasdaq for an extension of the 60 day grace period, as well as statements expressing optimism or pessimism about future operating results are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are based on management’s current views and assumptions regarding future events and operating performance, and are inherently subject to significant uncertainties and contingencies and changes in circumstances, many of which are beyond the Company’s control. The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not
undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.
Although the Company does not make forward-looking statements unless it believes it has a reasonable basis for doing so, the Company cannot guarantee their accuracy. The foregoing factors, among others, could cause actual results to differ materially from those described in these forward-looking statements. For a list of other factors which could affect the Company’s results, including revenue growth estimates, see the Company’s filings with the Securities and Exchange Commission, including “Cautionary Note Regarding Forward-Looking Statements,” “Item1A. Risk Factors,” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December31, 2017. No undue reliance should be placed on any forward-looking statements.
Exhibit Index
STRATA Skin Sciences, Inc. Exhibit
EX-99.1 2 ex_99-1.htm STRATA PRESS RELEASE DATED APRIL 5,…
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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.