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): February 14, 2022

STRATA Skin Sciences, Inc.

(Exact Name of Registrant as Specified in Its Charter)

000-51481

(Commission File Number)

Delaware	13-3986004
(State or Other Jurisdiction of Incorporation)	(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

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(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))

Securities registered pursuant to Section 12(b) of the 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

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 14, 2022, based upon the recommendation of the Nominating and Governance Committee, the Board of Directors of Strata Skin Sciences, Inc. (the “Company”) appointed Patricia S. Walker M.D., Ph.D. to serve as a member of the Company’s Board of Directors until the earlier of Dr. Walker’s resignation or her successor has been elected and qualified.

Dr. Walker earned both her medical degree and her Ph.D. from the University of Iowa. Following her degrees, she completed a residency in Dermatology and a research fellowship in the Dermatology Branch, National Cancer Institute at the National Institute of Health (NIH). Dr. Walker is a board certified Dermatologist. Dr. Walker was Executive Vice President and Chief Science Officer responsible for research, development, and regulatory affairs at Allergan Medical (formerly known as Inamed Corporation). In addition to forming and running her own consulting company, Walker Consulting, Dr. Walker is also a practicing dermatologist and medical director of Walker Dermatology in Carpinteria, California.  Dr. Walker presently serves as a supervisory board member at Merz pharmaceuticals, serves on the board of directors at Forte Biosciences Inc. Prior, she served on the board of Neothetics, Inc. and as an advisor to the board of directors at Kythera Biopharmaceuticals, Inc.

Dr. Walker qualifies as independent as defined under the applicable listing standards of NASDAQ.  There are no arrangements or understandings between Dr. Walker and any other persons with respect to his appointment as a director. Dr. Walker does not have an interest requiring disclosure under Item 404(a) of Regulation S-K. There have been no transactions, nor are there any current proposed transactions, to which the Company or any of its subsidiaries was or is to be a party in which Dr. Walker, or any member of her immediate families, had, or will have, a direct or indirect material interest.  Dr. Walker will be compensated for services as a director on the same basis as other non-employee directors of the Company. Such compensation will be in accordance with the Company’s previously adopted compensation arrangements for directors, as described under the heading “Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 27, 2020.  Such description is incorporated herein by reference.  Dr. Walker will serve on the Company’s Audit Committee.

Item 7.01.        Regulation FD Disclosure.

On February 14, 2022, the Company issued a press release announcing the appointment of Dr. Walker as a member of the Company’s board of directors. The full text of such press release is furnished as Exhibit 99.1 to this report.

The information set forth under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01         Financial Statements and Exhibits

(d) Exhibits

99.1  Strata Skin Sciences Press Release Dated March 14, 2022

104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.
Date: February 14, 2022	By:	/s/ Christopher Lesovitz
		Christopher Lesovitz
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

STRATASkin Sciences Appoints Patricia S. Walker, M.D., Ph.D. to its Board of Directors

Horsham, Pa, February 14, 2022 — STRATA Skin Sciences, Inc. (NASDAQ: SSKN), a medical technology company dedicated to developing, commercializing and marketing innovative products for the treatment of dermatologic conditions, announced that effective today, Patricia S. Walker M.D., PhD. has been appointed to its Board of Directors.

Dr. Walker’s vast experience includes more than 35 years as a practicing dermatologist and as a corporate leader in the medical dermatology, medical aesthetics and pharmaceutical industries, executing clinical research and strategic initiatives for a wide range of companies and educational institutions.

“We are delighted to welcome Patty to STRATA’s board. Her firsthand experience as a practicing dermatologist coupled with her deep experience in the development and launch of pharmaceuticals, medical devices and biologics brings tremendous value to the Company’s leadership team and is an ideal fit for the board of directors at STRATA Skin Sciences,” said William D Humphries, Executive Chairman of STRATA’s Board of Directors. “Her veteran counsel, particularly in the areas of Research and Development and operational excellence, will greatly benefit STRATA as we continue to expand our commercial footprint in the dermatology space.”

From 2015 to 2018, Dr. Walker served as the President and Chief Scientific Officer of Brickell Biotech Inc. where she oversaw the research and development, regulatory, compliance, chemistry, and manufacturing efforts for the company’s product portfolio. Currently, Dr. Walker is the founder and president of Walker Consulting, serves as a supervisory board member at Merz pharmaceuticals, serves on the board of directors at Forte Biosciences Inc, and is the Medical Director and solo practitioner of Walker Dermatology. Prior, she served on the board of Neothetics, Inc. and as an advisor to the board of directors at Kythera Biopharmaceuticals, Inc.

Dr. Walker has served in multiple roles, throughout her career, including Chief Medical Officer at Kythera Biopharmaceuticals. While there, she led research efforts focused on the development of novel, first in class medical devices and pharmaceutical products for dermatologic and aesthetic medicine. Before Kythera, Dr. Walker was the Chief Medical Officer at Allergan Medical where her primary research efforts surrounded the development of alternative hyaluronic acid fillers for facial rejuvenation. She was Executive Vice President and Chief Scientific Officer at Inamed, which was acquired by Allergan in 2006. While there, she researched biological toxins, dermal filler substances, bariatric and silicone gel filled breast implants. Dr. Walker has also held various positions at Allergan where she conducted clinical and translation research in skin care and oncology. Prior to which, she was a clinical faculty member at the University of California Irvine in the department of dermatology and completed a research fellowship at the National Institute of Health’s Dermatology Branch.

“I am looking forward to joining STRATA’s board, as I believe they have an outstanding opportunity to make a difference in the way dermatological disease is treated and further improve patient outcomes,” said Dr. Walker. “STRATA has long been a leader in the treatment of dermatologic conditions, and I am excited to contribute my expertise to the company as they head into their next phase of growth.”

Dr. Walker completed her medical degree and dermatology residency training from the University of Iowa College of Medicine and received her B.S. in General Science from the University of Iowa. Dr. Walker is a board-certified dermatologist specializing in medical and aesthetic dermatology.

About STRATA Skin Sciences, Inc.

STRATA Skin Sciences is a medical technology company in dermatology dedicated to developing, commercializing and marketing innovative products for the in-office treatment of dermatologic conditions. Its products include the XTRAC® and Pharos® excimer lasers and VTRAC® lamp systems utilized in the treatment of psoriasis, vitiligo and various other skin conditions.

The Company’s proprietary XTRAC and recently acquired Pharos excimer lasers deliver a highly targeted therapeutic beam of UVB light to treat psoriasis, vitiligo, eczema, atopic dermatitis and leukoderma, diseases which impact over 31 million patients in the United States alone. The technology is covered by multiple patents.

STRATA’s unique business model in the US leverages targeted Direct to Consumer (DTC) advertising to generate awareness and utilizes its in-house call center and insurance advocacy teams to increase volume for the Company’s partner dermatology clinics.

Investor Contact

Jack Droogan

(203) 585-4140

ir@strataskin.com

- 2 -

XML

Document and Entity Information	Feb. 14, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 14, 2022
Entity Registrant Name	STRATA Skin Sciences, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-51481
Entity Tax Identification Number	13-3986004
Entity Address, Address Line One	5 Walnut Grove Drive, Suite 140
Entity Address, City or Town	Horsham
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19044
City Area Code	215
Local Phone Number	619-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001051514
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	SSKN
Security Exchange Name	NASDAQ