Skinhealth Systems Inc

This proposal asks stockholders to authorize an amendment to the Company’s Restated Certificate of Incorporation to permit a reverse stock split of Class A Common Stock at a ratio set by the Board between 1-for-5 and 1-for-20. Management is seeking this authorization largely as a regulatory and listing-preservation tool: the Company has received notice from Nasdaq for failing to meet the $1.00 minimum bid price and believes a reverse split is one available mechanism to increase the per-share trading price and thereby seek to regain compliance. The Board also frames the reverse split as a means to improve market perception, encourage institutional interest, and facilitate future financing opportunities by reducing the appearance of a low-priced “penny stock.” The proposal gives the Board discretion to select the precise split ratio (within the approved range), to effect the split at any time within one year of approval, or to abandon the split if it later determines it is not in shareholders’ best interests. The Company highlights material risks: there is no guarantee the split will achieve or sustain the $1.00 bid price, liquidity could worsen, the market capitalization could decline, and the authorization would increase the number of authorized-but-unissued shares potentially enabling dilution. Importantly, the filing explains potential contractually adverse consequences under the company’s outstanding 2026 and 2028 convertible notes if delisted — a delisting could trigger repurchase rights that the Company may lack cash to satisfy, making the reverse split a tool to mitigate that risk. The Board’s recommendation to vote FOR is tied directly to these regulatory, financing, and contractual risk-management considerations, while also noting the Board retains discretion to abandon the split prior to effectiveness if circumstances warrant. The proposal would not change the Company’s authorized capital or par value but would effectively increase unissued shares available for issuance and may have anti-takeover implications; stockholders are cautioned about dilution and other risks associated with the transaction.

This proposal asks shareholders to empower the meeting chairman (and proxies) to adjourn the Special Meeting to another date or dates if there are insufficient votes to approve Proposal No. 1 or if a quorum is not present, enabling further solicitation of proxies. Management seeks this authority as a practical measure to avoid the need to call a new meeting and to provide time to solicit additional support for the reverse stock split, which the Board considers important to address Nasdaq non-compliance and other risks. If approved, the chairman could adjourn without further notice (for adjournments of 30 days or less) and use the additional period to solicit and attempt to change prior votes in favor of Proposal No. 1. The proposal is defensive in timing/enabling — it does not itself change Company governance or capital structure but materially affects the process by which Proposal No. 1 could be approved. The Board recommends FOR because an adjournment could materially increase the Company’s chances of obtaining the votes needed to implement the reverse split, and because failing to obtain this authority could foreclose an efficient path for management to address listing and contractual risks. The proposal is routine in mechanics but strategically important in the current context because the success of the reverse split authorization may depend on further solicitation; approval could therefore be dispositive to preserving Nasdaq listing or avoiding contractual repurchase triggers under outstanding notes. Shareholders should weigh the procedural convenience and potential benefit of giving management more time to solicit proxies against any concerns about delaying a definitive shareholder vote.