Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed on August 22, 2025, Strata Skin Sciences, Inc. (the "Company") received a deficiency notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC ("Nasdaq")advising the Company that it is not in compliance with the minimum stockholders' equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on The Nasdaq Capital Market to maintain stockholders' equity of at least $2,500,000 (the "Stockholders' Equity Requirement").

On September 19, 2025, the Company submitted a plan to Nasdaq to regain compliance with the Stockholders' Equity Requirement (the "Plan"). In response to the Plan, on October 13, 2025, Nasdaq provided the Company notice that Nasdaq has accepted the Plan and granted the Company an extension until February 16, 2026, to regain compliance with the Stockholders' Equity Requirement.

Since the Company's submission of the Plan, management has spent a significant amount of time in an attempt to secure funding in order to meet the Stockholders' Equity Requirement. The Company engaged two investment banks, confidentially submitted to the SEC a registration statement on Form S-1 for a primary equity offering, and conducted dozens of meetings with potential investors. Unfortunately, those efforts were not successful in securing sufficient funding to satisfy the Nasdaq requirement for any meaningful length of time, and the terms that the Company would have been forced to accept would have resulted in significant dilution to the Company's existing stockholders.

As a result of the foregoing, on February 9, 2026, the Company notified Nasdaq that the Company would not be able to satisfy the terms of the provided extension. On February 10, 2026, Nasdaq provided the Company notice that, unless the Company requests an appeal of the determination related to the Stockholders' Equity Requirement, trading of the Company's common stock will be suspended at the opening of business on February 19, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which will remove the Company's securities from listing and registration on The Nasdaq Stock Market. The Company does not intend to request an appeal of this determination.

Item 8.01 Other Events.

The Company anticipates that a Form 25 will be filed with the SEC to deregister its common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), on or about February 19, 2026. The Company also expects to file a Form 15 with the SEC on or about March 2, 2026, to commence the process of terminating the registration of its common stock under Section 12(g) of the Exchange Act and to suspend the Company's reporting obligations under Sections 13(a) and 15(d) of the Exchange Act, which we refer to as "going dark".

The Company expects that the delisting from Nasdaq and "going dark" will eliminate the effort required to maintain compliance as an Exchange Act reporting company, and save the Company significant time and money in general and administrative expenses. These time and expense savings can be used to execute the Company's operating plan, thus better enabling the Company to focus on its customers, its business and the patients whose lives are enhanced as a result of its work. With a more streamlined cost profile, the Company will be better able to invest in its business and focus on reducing its cash burn, and thus provide a future benefit to the Company's stockholders. From an operational standpoint, delisting from Nasdaq and "going dark" is expected to minimize Company management attention related to its reporting obligations associated with being a Nasdaq and Exchange Act reporting company, and enable increased focus on longer-term value creation.

The Board considered the fact that the Company's common stock would become more illiquid as a result of "going dark", and that stockholders may experience difficulties in selling their shares of common stock. However, the decision to proceed took into consideration the current as well as potential future costs of remaining a listed company versus the benefits to the longer term health of the Company. The Company's stockholders who are concerned about liquidity may be able to sell their shares of common stock before the suspension of trading becomes effective.