Skinhealth Systems Inc

1. 1

   Reverse Stock Split Proposal

   ManagementBoard: FOR

   Approve an amendment to the Restated Certificate of Incorporation authorizing the Board, in its sole discretion and within one year, to combine outstanding Class A Common Stock shares at a ratio between 1-for-5 and 1-for-20, with the exact ratio and timing determined by the Board.

   More detail

   The proposal asks stockholders to approve an amendment permitting a reverse split of the Company’s Class A Common Stock at a ratio between 1-for-5 and 1-for-20. Approval would give the Board sole discretion to select the exact ratio, determine the timing within one year, and abandon the transaction before effectiveness without another stockholder vote. Management’s primary objective is to raise the per-share trading price sufficiently to address Nasdaq Capital Market Rule 5550(a)(2), which requires a bid price of at least $1.00. The Company disclosed that its stock closed at $0.6610 on August 7, 2026, and that Nasdaq had notified it of noncompliance after 30 consecutive business days below the minimum bid price. Management also cites potential benefits involving investor interest, trading liquidity, institutional acceptability, and future financing flexibility. The filing emphasizes a significant financing and liquidity risk if a delisting triggered Fundamental Change repurchase rights under the 2026 and 2028 convertible note indentures, although the 2026 Notes mature before the stated initial Nasdaq deadline. The reverse split would reduce outstanding shares while leaving authorized shares unchanged, thereby increasing the pool of authorized but unissued shares and creating possible dilution and anti-takeover implications. The Company acknowledges that the post-split price may not rise proportionately, liquidity may decline, the stock could later fall again, and Nasdaq compliance is not assured. Fractional shares would be paid in cash, equity-plan and convertible-note terms would be adjusted, and the economic rights of whole shares would otherwise remain substantially unchanged. The Board unanimously recommends voting FOR because it views the authorization as a flexible tool to seek Nasdaq compliance and mitigate the adverse consequences of a low share price and potential delisting.

2. 2

   Adjournment Proposal

   ManagementBoard: FOR

   Approve authorization for the proxy holders or meeting chair to adjourn or postpone the Special Meeting to a later date or dates, if necessary, to obtain additional proxies and votes for Proposal No. 1 or establish a quorum.

   More detail

   The proposal asks stockholders to authorize an adjournment or postponement of the Special Meeting when additional time is needed to obtain votes or establish a quorum. The authority is principally linked to Proposal No. 1, the reverse stock split, and would permit further solicitation of proxies supporting that proposal. If approved, the proxy holders or meeting chair could adjourn the original meeting and any adjourned session to another time and place. The Board states that it does not currently intend to seek an adjournment if sufficient votes for Proposal No. 1 are already available. The proposal could be used even where the existing proxies appear sufficient to defeat Proposal No. 1, allowing management to seek to persuade stockholders to change their votes. If the meeting is adjourned for 30 days or less and no new record date is fixed, the filing states that no separate notice of the adjourned meeting would be required beyond an announcement at the meeting. The adjourned meeting could transact any business that could have been transacted at the original meeting. Approval requires a majority of votes cast by stockholders present or represented by proxy and entitled to vote on the matter. Abstentions and broker non-votes are stated to have no effect, while both count toward quorum determination. The Board unanimously recommends voting FOR because the authority would preserve flexibility to obtain additional votes and address an inadequate quorum in support of the reverse stock split.

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When is the Skinhealth Systems Inc 2026 special meeting?

Skinhealth Systems Inc (SKIN) holds its 2026 special shareholder meeting on Tuesday, September 22, 2026.

What is the record date for the Skinhealth Systems Inc 2026 meeting?

The record date for the Skinhealth Systems Inc 2026 meeting is Monday, August 3, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Skinhealth Systems Inc's 2026 meeting?

The board is presenting 10 director nominees at the Skinhealth Systems Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Skinhealth Systems Inc 2026 meeting?

Shareholders will vote on 2 proposals at the Skinhealth Systems Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.