STRATA Skin Sciences Inc美股招股说明书(2025-09-26版)

Strata Skin Sciences, Inc. $1,035,358Common Stock We have entered into an Equity Distribution Agreement (Sales Agreement) with LadenburgThalmann & Co. Inc.(Ladenburg) relating to shares of our common stock offered by this prospectus supplement and the accompanying prospectus.Inaccordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offeringprice of up to $11,000,000 from time to time through Ladenburg acting as agent. Our shares of Common Stock are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SSKN.” On September25, 2025, the last reported sale price of our Common Stock on Nasdaq was $1.96 per share. As of the date of this prospectussupplement, the aggregate market value of our outstanding common stock held by non-affiliates is approximately $10,363,055, whichwe calculated based on 5,268,708 shares of outstanding common stock as of September 24, 2025, of which 3,661,857 shares were heldby non-affiliates, and a price per share of $2.83 as of September 2, 2025, which is a date within 60 days prior to the filing date of thisprospectus supplement. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell, pursuant to the registrationstatement of which this prospectus supplement and the accompanying prospectus form a part, securities with a value exceeding one-third of the aggregate market value of our outstanding common stock held by non-affiliates in any 12-month period, so long as theaggregate market value of our outstanding common stock held by non-affiliates remains below $75.0 million. During the 12 calendarmonths prior to the date of this prospectus supplement, we have sold $2,418,993 aggregate amount of securities under the registrationstatement of which this prospectus supplement and the accompanying prospectus form a part. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be “at the marketofferings” as defined in Rule415 promulgated under the Securities Act of 1933, as amended (Securities Act), or in privately negotiatedtransactions.Ladenburg is not required to sell any specific number or dollar amount of securities, but will act as a sales agent, usingcommercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Ladenburgand us.There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to Ladenburg for sales of common stock sold pursuant to the Sales Agreement will be an amount equal to3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement.See “Plan of Distribution” of thisProspectus Supplement for additional information regarding Ladenburg’s compensation.In connection with the sale of the commonstock on our behalf, Ladenburg will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensationof Ladenburg will be deemed to be underwriting commissions or discounts.We have also agreed to provide indemnification andcontribution to Ladenburg with respect to certain liabilities, including liabilities under the Securities Act and the Exchange Act of1934, as amended (Exchange Act). Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertaintiesdescribed under the heading “Risk Factors” beginning on page S-3 of this prospectus supplement, the accompanying baseprospectus and under similar headings in the other documents that are incorporated by reference into this prospectussupplement and accompanying base prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus.Any representation to the contrary is a criminal offense. Ladenburg Thalmann The date of this prospectus supplement is September 26, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-2RISK FACTORSS-3CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSS-4USE OF PROCEEDSS-4DIVIDEND POLICYS-4DESCRIPTION OF SECURITIES WEARE OFFERINGS-5PLAN OF DISTRIBUTIONS-6LEGAL MATTERSS-7EXPERTSS-7WHERE YOU CAN FIND MORE INFORMATIONS-7INCORPORATION BY REFERENCES-8 PROSPECTUS PageABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiINFORMATION ABOUT THE COMPANY1RISK FACTORS2USE OF PROCEEDS3DESCRIPTION OF CAPITAL STOCK AND SECURITIES WE MAY OFFER3PLAN OF DISTRIBUTION16LEGAL MATTERS18EXPERTS18WHERE YOU CAN FIND MORE INFORMATION18INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE19 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed on FormS-3 (Registration No. 333-283418) with the U.S. Securities and Exchange Commission, or the S