SkinHealth Systems Inc.

DEF 14A 1 skinhealth_def14a.htm DEFINITIVE PROXY STATEMENT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

Schedule****14A

(Rule 14a-101)

**INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Check the appropriate box:

SkinHealth Systems Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

August 12, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 special meeting of stockholders (the “Special Meeting”) of SkinHealth Systems Inc., a Delaware corporation (“SkinHealth,” the “Company,” “we,” or “us”). The Special Meeting will be held on September 22, 2026, at 8:00 a.m. Pacific Time. The Special Meeting will be a completely “virtual” meeting.

The purpose of the Special Meeting is as follows:

Please note that attendance at the Special Meeting will be limited to stockholders as of the close of business on August 3, 2026 (the “Record Date”) (or their authorized representatives) and guests of the Company. If you are a stockholder of record, proof of ownership may be established with a copy of the enclosed proxy card. If you hold your shares in street name through a broker, bank, or other nominee, you will need to provide proof of beneficial ownership as of the Record Date, such as a brokerage statement or a letter from your nominee, and you must follow your nominee’s procedures to obtain a legal proxy if you wish to vote at the Special Meeting. You may wish to refer to the “Questions and Answers About the Proxy Materials and the Special Meeting” section of this proxy statement (the “Proxy Statement”) for information about voting your proxy, including voting at the Special Meeting. If you are unable to attend the Special Meeting, please complete your proxy and return it as soon as possible. If you decide later to attend the Special Meeting, you may revoke the proxy and vote at the Special Meeting.

In accordance with rules and regulations adopted by the Securities and Exchange Commission, we have elected to furnish our proxy materials to stockholders by providing access to the materials on the Internet. Accordingly, on or about August 12, 2026, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and how to vote.

Your vote is important. Whether or not you are able to attend the Special Meeting, we urge you to vote and submit your proxy as promptly as possible by Internet or telephone, or, if you requested and received a printed copy of the proxy materials, by completing, signing, dating, and returning the proxy card. Voting your shares in advance will not prevent you from attending the Special Meeting or voting during the Special Meeting. See “How do I cast my vote if I am a stockholder of record entitled to vote at the Special Meeting?” in the Proxy Statement for more details.

Sincerely,

/s/ Pedro Malha__________________________

Pedro Malha

President, Chief Executive Officer, and Director

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on September 22, 2026 at 8:00 a.m. Pacific Time

PLEASE PROMPTLY FILL IN, SIGN, DATE, AND RETURN THE ENCLOSED PROXY, WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING. YOU MAY ALSO INSTRUCT THE VOTING OF YOUR SHARES OVER THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD. VOTING BY WRITTEN PROXY, OVER THE INTERNET, OR BY TELEPHONE WILL NOT AFFECT YOUR RIGHT TO VOTE DURING THE SPECIAL MEETING IN THE EVENT YOU FIND IT CONVENIENT TO ATTEND.

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If your shares are held in the name of a third-party brokerage firm, nominee, or other institution, only that third party may vote your shares. In that case, please promptly contact the third party responsible for your account and give instructions on how your shares should be voted.

In accordance with rules and regulations adopted by the Securities and Exchange Commission, we have elected to furnish our Proxy Materials to stockholders by providing access to the materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) has been mailed to the majority of our stockholders, while other stockholders have instead received paper copies of the documents accessible on the Internet. It is important that your shares be represented and voted whether or not you plan to attend the virtual Special Meeting. If you are the registered holder of your shares and are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions in the Notice previously mailed to you and the instructions listed on the Internet site. If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the proxy statement, or you may grant your proxy electronically via the Internet or by telephone by following the instructions on the Notice or proxy card. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the Notice used by that firm to determine whether and how you will be able to submit your proxy by telephone or over the Internet. Submitting a proxy over the Internet, by telephone or by mailing a proxy card will ensure your shares are represented at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available for examination by stockholders of record at www.virtualshareholdermeeting.com/SKIN2026SM during the Special Meeting.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Pedro Malha

Pedro Malha

President and Chief Executive Officer

Dated August 12, 2026

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