HORSHAM, Pa., Feb. 19, 2026 (GLOBE NEWSWIRE) -- STRATA Skin Sciences, Inc. ("STRATA" or the "Company") (NASDAQ:SSKN), a medical technology company dedicated to developing, commercializing, and marketing innovative products for the treatment of dermatologic conditions, announces that a Form 25 has been filed today with the SEC to deregister its common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and confirms that trading of the Company's common stock has been suspended from trading on The Nasdaq Capital Market ("Nasdaq") at the opening of business on 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".
As previously disclosed in the Company's Current Report on Form 8-K filed on February 11, 2026, 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.
Dr. Dolev Rafaeli, CEO and Vice Chairman stated, "The pathway taken by the Company was not due to any financial instability of the Company or any weakening in the Company's business. In fact, the Company finished the 2025 fiscal year with a very strong balance sheet, which included $8 million in cash. Additionally, we have engaged our lender in steps to be taken in the near future to address changes in its loan terms that would reflect the profile of a private company. While we cannot predict the outcome of those discussions, Strata management is confident in a favorable outcome of these discussions. Further, because we will not have to focus quarter to quarter on Nasdaq listing requirement compliance, management will better able to focus their efforts on capturing the upcoming growth which we anticipate coming from the expansion of the total market available to XTRAC® excimer laser and TheraclearX® users as a result of the changes in the CPT codes as we have described previously."
Dr. Rafaeli continued, "We valued the status of being a Nasdaq traded company and the prestige that it carried with it. But the burdens of Nasdaq's Continued Listing regulations, proved too burdensome for a company our size, and looking towards the future, the Board of Directors believes these steps will bring better value to our shareholders, then if we were forced to meet those requirements currently."
In conclusion, Dr. Rafaeli stated, "We anticipate our leveraging these changes to further enhance Strata's leadership role in both the domestic and international markets."
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.
Forward-Looking Statements
Certain statements in this press release and any oral statements made regarding the contents of this press release may constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended to date. Forward-looking statements can be identified by words such as "may," "might," "will," "should," "could," "expects," "plans," "anticipates," "believes," "seeks," "intends," "estimates," "predicts," "potential" or "continue," the negative of these terms and other comparable terminology. Examples of forward-looking statements include, among others, statements the Company makes regarding the filing a Form 25 and the timing as it relates to such filing, the filing a Form 15 and the timing as it relates to such filing, the timing of the effectiveness of the Form 15, the Company's savings as it relates to "going dark," the ability to minimize Company management distractions and reporting obligations associated with being a Nasdaq and Exchange Act reporting company, negotiations with the Company's lender regarding the Company's existing credit facility and ultimate outcome of those discussions, the potential impact as a result of the changes in the CPT codes for XTRAC laser users, and the trading of shares of the Company's common stock following its suspension of trading from Nasdaq and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of the Company and are subject to a number of known and unknown risks and significant business, economic and competitive uncertainties that could cause actual results to differ materially from what may be expressed or implied in these forward-looking statements. These and other risks are described more fully in the Company's filings with the SEC, including the "Risk Factors" section of its annual report on Form 10-K for the fiscal year ended December 31, 2024, and any risks that may be contained in any subsequent filings that the Company has made, or makes, with the SEC. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. All statements other than statements of historical fact are forward-looking statements. Except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection, or forward-looking statement. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company's business.
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