SkinHealth Systems Inc.

Current report

If we fail to maintain compliance with Nasdaq’s continued listing requirements, our Class A Common Stock could be delisted.

Current report

Our Class A Common Stock must satisfy The Nasdaq Stock Market LLC’s (“Nasdaq”) continued listing requirements, including the requirement that its closing bid price be at least $1.00 per share. We are currently in compliance with Nasdaq’s other continued listing requirements, but there is no assurance we will remain so in the future. On May 8, 2026, Nasdaq notified us that we were not in compliance with the minimum bid price requirement. After we effected a 1-for-20 reverse stock split on October 14, 2026, Nasdaq notified us on October 28, 2026, that we had regained compliance and that the matter was closed. As of November 4, 2026, the closing bid price of our Class A Common Stock was $11.05 per share.

Current report

If our Class A Common Stock again fails to satisfy the minimum bid price requirement at a time when the October 14, 2026 reverse stock split falls within the one-year period preceding that failure, we will not be eligible for any compliance period otherwise available under Nasdaq’s rules, and under Nasdaq Listing Rule 5810(c)(3)(A)(iv), Nasdaq’s Listing Qualifications Department will be required to issue a Staff Delisting Determination, subject to our right to appeal to a Nasdaq Hearings Panel.

Current report

The same rule would also make us ineligible for a compliance period if, during the two-year period preceding a failure to meet the minimum bid price requirement, we effected one or more reverse stock splits with a cumulative ratio of 250-to-1 or more. Because we effected a 1-for-20 reverse stock split on October 14, 2026, an additional reverse stock split with a ratio of 1-for-12.5 or greater, effected while the October 2026 split remains within that two-year look-back period, would cause the cumulative ratio to reach or exceed 250-to-1. These restrictions may limit our ability to use a further reverse stock split to regain compliance if we become noncompliant again.

Current report

If we are unable to maintain or regain compliance, obtain relief from Nasdaq, or successfully appeal a delisting determination, our Class A Common Stock could be suspended or delisted. A suspension or delisting could adversely affect the liquidity and market price of our Class A Common Stock, could cause our Class A Common Stock to become subject to the SEC’s penny stock rules, and could impair our ability to raise capital.

Current report

In addition, if our Class A Common Stock is no longer listed on any exchange permitted by the indenture governing the 2028 Notes, including the New York Stock Exchange and the Nasdaq Capital, Global and Global Select Markets, or their respective successors, a fundamental change would occur. Subject to the indenture’s terms, holders could require us to repurchase their 2028 Notes for cash equal to principal plus accrued and unpaid interest to, but excluding, the repurchase date, subject to the applicable interest-payment provisions. As of September 30, 2026, the $250.0 million principal amount of the 2028 Notes exceeded our approximate $112.4 million of cash, cash equivalents and restricted cash, which included approximately $1.0 million of restricted cash. This comparison does not reflect subsequent cash flows, operating needs or restrictions on the use of cash. We may be unable to obtain financing or otherwise fund a required repurchase on acceptable terms or at all.

Previous report

Our failure to meet Nasdaq’s continued listing requirements could result in a delisting of our Class A Common Stock.

Previous report

On May 8, 2026, the Company received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the listing of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), was not in compliance with Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market, as the closing bid price of the Class A Common Stock was less than $1.00 per share for 30 consecutive business days from March 26, 2026 through May 7, 2026 (the “Minimum Bid Price Requirement”). If the Company does not regain compliance within the applicable compliance period(s), including any additional compliance period that may be granted, Nasdaq will provide notice that the Class A Common Stock will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel.

Previous report

In addition, on July 31, 2026, the Company filed a preliminary proxy statement seeking approval by its stockholders to effect a reverse stock split of the Company’s outstanding Class A Common Stock at a ratio ranging from no less than 1-for-5 and not more than 1-for-20 (the “Reverse Stock Split Proposal”). If approved by stockholders, this Reverse Stock Split Proposal would permit, but not require, the Company’s Board of Directors to effect a reverse stock split of the Company’s Class A Common Stock at any time in the next year following stockholder approval, by a ratio of not less than 1-for-5 and not more than 1-for-20, inclusive. The Company’s Board of Directors’ primary objective in proposing the Reverse Stock Split is to raise the per share trading price of the Company’s Class A Common Stock. The Company’s Board of Directors believes that the Reverse Stock Split Proposal will result in a higher per share trading price, which is intended to enable the Company to maintain the listing of its Class A Common Stock on The Nasdaq Global Market and generate greater investor interest in the Company.

Previous report

The Company intends to actively monitor the closing bid price of its Class A Common Stock and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with any other Nasdaq listing requirement.