SkinHealth Systems Inc.

Please carefully consider the information set forth in this Quarterly Report on Form 10-Q and the risk factors discussed in Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report on Form 10-K, as well as additional risks and uncertainties not presently known to us or that we currently deem immaterial, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our Class A Common Stock. As of the date of this Quarterly Report on Form 10-Q, there have been no material updates or changes with respect to the risk factors previously disclosed in our Annual Report on Form 10-K, other than as set forth below, which should be read in conjunction with the risks described in our Annual Report on Form 10-K.

Our rebranding involves costs and may not be favorably received

On April 22, 2026, we changed our name from “The Beauty Health Company” to “SkinHealth Systems Inc.” We have incurred costs as a result of the rebranding and the SkinHealth Systems brand name may not achieve or maintain the brand name recognition or status of our former BeautyHealth brand. Our corporate structure and how we report on our financial results remains unchanged. Developing and maintaining awareness of our brand is important to retain and attract customers. The success of our new brand is integral to our growth strategy and the importance of brand recognition will increase as competition in our market increases. Successful promotion of our brand will depend on the effectiveness of our marketing efforts, our ability to provide a reliable and useful platform to meet the needs of our customers at competitive prices, our ability to maintain our customers’ trust, our ability to continue to develop new functionality and solutions, and our ability to successfully differentiate our platform. Additionally, our partners’ performance may affect our brand and reputation if customers do not have a positive experience. We rely on free and paid search engine marketing efforts to help drive traffic to our products, which efforts could be adversely affected by the rebranding initiative in the short and/or long term. Specifically, the rebranding could adversely affect the placement and ranking of our website within free and paid search results (as well as the pricing of paid search results), any or all of which could increase marketing costs (particularly if free traffic is replaced with paid traffic) and adversely affect the effectiveness of our marketing efforts overall. Even if our brand recognition and loyalty increases, this may not generate customer awareness or yield increased revenue and profitability. Even if they do, any increased revenue may not offset the expenses we incurred in building our brand. For these reasons, our rebranding may not produce the benefits expected, could adversely affect our ability to retain and attract customers, and may have a material adverse effect on our results of operations, cash flows and financial condition.

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

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.

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.

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.

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.

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.