8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 18, 2017

STRATA SKIN SCIENCES, INC.

(Exact Name of Registrant Specified in Charter)

Delaware	000-51481	13-3986004
(State or Other	(Commission File	(I.R.S. Employer
Jurisdiction of	Number)	Identification No.)
Incorporation)

100 Lakeside Drive, Suite 100, Horsham, Pennsylvania	19044
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code:   215-619-3200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))    

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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Item 7.01.    Regulation FD Disclosure.

On December 18, 2017, the Company issued a press release announcing that its Board of Directors has entered a process to explore and review strategic alternatives focused on enhancing stockholder value, which may include a sale of the Company or other transaction, and is in the process of engaging a financial adviser.  A copy of the press release is furnished herewith as Exhibit 99.1.

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 continuing efforts to implement changes to our business with the goal of enhancing our strategic position in the medical and aesthetic dermatology market; success in developing strategic alternatives to enhance stockholder value, which may include a sale of the Company or other transaction; or that it will be successful in  engaging a financial adviser to assist in that process. 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.

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Item 9.01.    Financial Statements and Exhibits.

The following press release is furnished as an exhibit to this Current Report on Form 8-K pursuant to Item 2.02 and shall not be deemed to be "filed":

99.1          Press Release dated December 18, 2017 issued by STRATA Skin Sciences, Inc.

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Exhibit Index

Exhibit Number	Description
99.1	Press Release by the Company, dated December 18, 2017.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STRATA SKIN SCIENCES, INC.
By:	/s/ Frank McCaney
	Frank McCaney
	President and Chief Executive Officer

Date:  December 18, 2017

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EX-99.1

EXHIBIT 99.1

 

STRATA Skin Sciences AnnouncesExploration of Strategic Alternatives

Horsham, PA, December 18, 2017 (GLOBE NEWSWIRE) —STRATA Skin Sciences, Inc. (NASDAQ: SSKN) ("STRATA") a medical technology company in Dermatology and Plastic Surgery dedicated to developing, commercializing and marketing innovative products for the treatment of dermatologic conditions, announced today that its Board of Directors has entered a process to explore and review strategic alternatives focused on enhancing stockholder value, which may include a sale of the Company or other transaction, and is in the process of engaging a financial adviser.

Frank McCaney, President and Chief Executive Officer of STRATA, commented, "We believe we have made significant progress in developing our products and continue to implement changes to our business with the goal of enhancing our strategic position in the medical and aesthetic dermatology market.  We believe now is the appropriate time to explore strategic alternatives."

The Board and management team are focused on enhancing stockholder value and are committed to pursuing the right course of action for all stockholders.  While the Board conducts its review, the entire STRATA team continue to work diligently to improve operations and profitability.

The Board has not set a timetable for this process nor has it made any decisions related to any specific strategic alternatives at this time.  There can be no assurance that the exploration of strategic alternatives will result in a transaction.  STRATA does not intend to provide any updates unless or until it determines that further disclosure is appropriate or necessary.

About STRATA Skin Sciences, Inc.

(www.strataskinsciences.com)

STRATA Skin Sciences is a medical technology company focused on the therapeutic and aesthetic dermatology market.  Its products include the XTRAC^® laser and VTRAC^® excimer lamp systems utilized in the treatment of psoriasis, vitiligo and various other skin conditions; the STRATAPEN™ MicroSystem, marketed specifically for the intended use of micropigmentation; and Nordlys, a multi-technology aesthetic laser device.

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Safe Harbor

This press release includes "forward-looking statements" within the meaning of the Securities Litigation Reform Act of 1995. These statements include but are not limited to the Company's plans, objectives, expectations and intentions and may contain words such as "will," "may," "seeks," and "expects," that suggest future events or trends. These statements, including statements regarding strategic alternatives, the development of the Company's products and additional product offerings, the Company's ability to generate the anticipated revenue stream, the Company's ability to generate sufficient cash flow to fund the Company's ongoing operations beginning at any time in the future, the Company's ability to incur savings and invest those savings internally or in potential acquisitions or licensing of new products and to access the capital markets in the future, and the Company's ability to build a leading franchise in dermatology and aesthetics, are based on the Company's current expectations and are inherently subject to significant uncertainties and changes in circumstances. Actual results may differ materially from the Company's expectations due to financial, economic, business, competitive, market, regulatory and political factors or conditions affecting the Company and the medical device industry in general, as well as more specific risks and uncertainties set forth in the Company's SEC reports on Forms 10-Q and 10-K. Given such uncertainties, any or all of these forward-looking statements may prove to be incorrect or unreliable. The Company assumes no duty to update its forward-looking statements and urges investors to carefully review its SEC disclosures available at www.sec.gov and www.strataskinsciences.com.

Investor Contacts:

Francis J. McCaney, President and Chief Executive Officer	Bob Yedid, Managing Director
STRATA Skin Sciences, Inc.	LifeSci Advisors, LLC
215-619-3213	646-597-6989
fmccaney@strataskin.com	Bob@LifeSciAdvisors.com

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