SEC Form 10-K/A filed by Strata Skin Sciences Inc. (Amendment)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or Other Jurisdiction of incorporation or Organization)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip code)
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Title of Each Class
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Trading Symbol(s)
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Name Of Each Exchange On Which Registered
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The
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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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Page
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PART III
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Item 10
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3
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Item 11
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9
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Item 12
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17
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Item 13
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18
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Item 14
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18
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Item 10. |
Directors, Executive Officers and Corporate Governance
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Name
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Position
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Age
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Dr. Uri Geiger
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Chairman of the Board
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56
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Dr. Dolev Rafaeli
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President, Chief Executive Officer and Vice Chairman of the Board
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60
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Wayne Cafran(1)(2)
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Director
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63
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Shmuel (Samuel) Rubinstein(1)(2)
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Director
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84
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Dr. Irit Yaniv(1)(2)
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Director
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59
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(1) |
Member of the Audit Committee. Mr. Cafran serves as Chair of the Audit Committee.
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(2) |
Member of the Compensation/Nominating and Corporate Governance Committee. Mr. Rubinstein serves as Chair of the Compensation/Nominating and Corporate Governance Committee.
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Name
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Position
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Age
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Dr. Dolev Rafaeli
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President, Chief Executive Officer and Vice Chairman of the Board
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60
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Christopher Lesovitz
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Chief Financial Officer
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42
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Shmuel Gov
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Chief Operating Officer
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65
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• |
appointing, evaluating and determining the compensation of our independent auditors;
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reviewing and approving the scope of the annual audit, the audit fee and the financial statements;
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reviewing disclosure controls and procedures, internal control over financial reporting, any internal audit function and corporate policies with respect to financial information;
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reviewing other risks that may have a significant impact on our financial statements;
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preparing the Audit Committee report for inclusion in the annual proxy statement;
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establishing procedures for the receipt, retention and treatment of complaints regarding accounting and auditing matters;
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approving all related person transactions, as defined by applicable SEC Rules, to which we are a party; and
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evaluating annually the Audit Committee charter.
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reviewing and approving objectives relevant to executive officer compensation;
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evaluating performance and recommending to the Board of Directors the compensation, including any incentive compensation, of the Chief Executive Officer and other executive officers in accordance with such
objectives;
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reviewing employment agreements for executive officers;
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recommending to the Board of Directors the compensation for our directors;
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administering our equity compensation plans and other employee benefit plans;
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evaluating human resources and compensation strategies, as needed;
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identifying and recommending to the Board of Directors individuals qualified to become members of the Board of Directors;
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recommending to the Board of Directors the director nominees for the next annual meeting of stockholders;
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recommending to the Board of Directors director committee assignments;
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reviewing and evaluating succession planning for the Chief Executive Officer and other executive officers;
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monitoring the independence of the directors;
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developing and overseeing the corporate governance principles applicable to members of the Board of Directors, officers and employees;
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reviewing and approving director compensation and administering the Non-Employee Director Plan;
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Overseeing the Company’s cybersecurity programs;
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monitoring the continuing education for our directors; and
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evaluating annually the Compensation and Nominating/Governance Committee charter.
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a representation that the stockholder is a holder of record of our capital stock;
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the name and address, as they appear on our books, of the stockholder sending such communication; and
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the class and number of shares of our capital stock that are beneficially owned by such stockholder.
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Item 11. |
Executive Compensation
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Dolev Rafaeli, President and Chief Executive Officer (beginning October 30, 2023)
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Robert Moccia, former President and Chief Executive Officer (through October 30, 2023)
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Christopher Lesovitz, Chief Financial Officer
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Shmuel Gov, Chief Operating Officer
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Name and
Principal Position
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Year
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Salary
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Non-Equity Incentive Plan Compensation ($)(1)
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Options
(2)
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All Other Compensation (3)
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Total
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Robert Moccia*
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2023
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461,113
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284,537
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102,225
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201,338
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1,049,213
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Former Director, President and Chief Executive Officer
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2022
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510,731
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299,677
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144,920
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27,200
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982,528
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Chris Lesovitz,
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2023
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282,308
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187,500
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208,700
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23,378
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701,886
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Chief Financial Officer
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2022
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250,000
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42,462
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94,000
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21,292
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407,754
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Shmuel Gov
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2023
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330,000
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135,240
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219,530
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25,200
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683,789
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Chief Operating Officer
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2022
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290,016
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154,910
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65,800
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25,594
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536,320
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Dolev Rafaeli
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2023
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67,308
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0
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590,002
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4,858
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662,167
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President, Chief Executive Officer and Vice-Chairman of the Board**
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* |
Mr. Moccia resigned effective October 30, 2023. All Other Compensation for Mr. Moccia includes $70,287 in severance payments.
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** |
Dr. Rafaeli joined the Company effective October 30, 2023. As an inducement material to Dr. Rafaeli entering into an employment agreement with the Company and commencing employment
as its Vice-Chairman, Chief Executive Officer and President. Dr. Rafaeli received an equity-based award of a stock option to purchase 1,754,569 shares of the Company’s common stock, with a strike price of $0.53 per share, vesting over a
three year period, with 145,465 options vesting on January 31, 2024 and 145,464 options vesting every three months thereafter, provided in general that Dr. Rafaeli remains in the Company’s employ through each applicable vesting date and
subject to the terms and conditions of the applicable award agreement. The figure stated represents the vested portions of the grant.
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(1) |
Represents annual bonus amounts paid to the named individuals under the bonus plans in their respective employment agreements.
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(2) |
These amounts are equal to the aggregate grant-date fair value with respect to the awards made in the respective year, computed in accordance with FASB ASC Topic 718, before amortization and without giving
effect to estimated forfeitures.
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(3) |
“All Other Compensation” includes a car allowance in 2022 and 2023 for Mr. Moccia of $15,000 and $12,500, respectively, for Mr. Lesovitz of $12,000 and $12,000, respectively, for Mr. Gov of $12,000 and
$12,000, respectively, and for Dr. Rafaeli for 2023 of $2,500. In addition, a 401(k) match in 2022 and 2023 for Mr. Moccia of $12,200 and $13,200, respectively, for Mr. Lesovitz of $9,292 and $11,378, respectively, for Mr. Gov of $13,594
and $13,200, respectively, and for Dr. Rafaeli for 2023 of $2,358.
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Option Awards
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Name
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Grant Date
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Number of Securities Underlying Unexercised Options (#) Exercisable(1)
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EquityIncentive
Plan Awards Number of
Securities Underlying Unexercised Unvested Options
(#)
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Option Exercise
Price
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Option Expiration
Date
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Dolev Rafaeli
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10/30/2023
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0
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1,745,569
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$
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0.53
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10/30/2033
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Christopher Lesovitz
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10/18/2021
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125,000
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125,000
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$
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1.88
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10/18/2031
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3/30/2022
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25,000
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75,000
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$
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1.45
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3/30/2032
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4/4/2023
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0
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100,000
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$
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1.06
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4/4/2033
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11/22/2023
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0
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337,500
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$
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0.50
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11/22/2033
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Shmuel Gov
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6/7/2016
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15,000
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$
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3.75
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6/7/2026
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6/4/2028
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200,000
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$
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1.93
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6/4/2028
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11/22/2019
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100,000
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$
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2.46
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11/22/2029
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11/13/2020
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100,000
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$
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1.46
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11/13/2030
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3/30/2022
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17,5000
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52,000
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$
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1.45
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3/30/2032
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4/3/2023
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0
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70,000
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$
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1.06
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4/3/2033
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11/22/2023
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0
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416,250
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$
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0.50
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11/22/2033
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(1) |
Options granted were under the 2016 Omnibus Incentive Plan.
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1. |
$70,000 base compensation;
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2. |
$150,000 base compensation for the Chairman of the Board;
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3. |
$10,000 for the Chairman of the Compensation/Nominating and Corporate Governance Committee;
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4. |
$20,000 for the Chairman of the Audit Committee;
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5. |
$5,000 for membership on each committee (not to be paid to the Chair of the committees); and
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6. |
New independent Board members shall receive a one-time grant of 20,000 stock options.
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Name*
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Fees Earned ($)
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Stock
Awards
($)(3)
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All Other Compensation ($)
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Total ($)
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William Humphries
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$
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90,000
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$
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37,500
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—
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$
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127,500
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Uri Geiger(1)
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$
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80,000
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—
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$
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80,000
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Samuel Rubinstein
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$
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45,000
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$
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42,200
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—
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$
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87,200
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Nachum Shamir
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$
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33,333
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$
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40,000
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—
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$
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73,333
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Patricia Walker
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$
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31,250
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$
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37,500
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—
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$
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68,750
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Douglas Strang
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$
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45,833
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$
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35,000
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—
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$
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80,833
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Wayne Cafran(2)
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$
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7,083
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$
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7,200
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$
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14,283
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Irit Yaniv(2)
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$
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6,667
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$
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7,200
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$
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13,867
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(1) |
Fees paid on behalf of Dr. Geiger were paid to Accelmed as a result of the fact that Accelmed’s partnership agreement precludes the receipt of any equity.
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(2) |
Joined the Board in October 2023.
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(3) |
Stock awards are comprised of restricted stock units and options issued pursuant to the director compensation plan as discussed above. The option grants are equal to the aggregate grant-date fair value with respect to the awards made in
the respective year, computed in accordance with FASB ASC Topic 718, before amortization and without giving effect to estimated forfeitures.
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management
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Name and Address of Beneficial Owner(1)
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Number of
Shares
Beneficially
Owned
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Percentage of
Shares
Beneficially
Owned(1)
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Uri Geiger(5)
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12,112,627
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34.55
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%
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Dolev Rafaeli(8)
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1,386,029
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3.95
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%
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Robert J. Moccia(2)
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0
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*
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Wayne Cafran(9)
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0
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*
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Irit Yaniv(9)
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0
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*
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Shmuel Rubinstein(10)
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183,265
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*
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Christopher Lesovitz(3)
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213,282
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*
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Shmuel Gov(4)
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450,000
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*
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All directors and officers as a group (seven persons)
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14,345,203
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40.92
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%
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Accelmed Partners LP(5)
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12,112,627
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34.55
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%
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Nantahala Capital Management, LLC(6)
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3,128,132
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8.92
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%
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22NW Fund, LP(7)
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5,369,954
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15.32
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%
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* |
Less than 1%.
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(1) |
Beneficial ownership is determined in accordance with the rules of the Commission. Shares of common stock subject to delivery, or subject to options or warrants currently exercisable, or exercisable within 60
days of March 31, 2023 are deemed outstanding for computing the percentage ownership of the stockholder holding the options or warrants, but are not deemed outstanding for computing the percentage ownership of any other stockholder. Unless
otherwise indicated in the footnotes to this table, we believe stockholders named in the table have sole voting and sole investment power with respect to the shares set forth opposite such stockholder’s name. Unless otherwise indicated, the
listed officers, directors and stockholders can be reached at our principal offices. Percentage of ownership is based on 34,881,502.000 shares of common stock outstanding as of March 31, 2023.
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(2) |
Includes 680,247 of vested common stock options. Mr. Moccia resigned effective October 30, 2023.
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(3) |
Christopher Lesovitz became the Company’s CFO on October 15, 2021 and has been awarded 450,000 options all of which vest over a four year period from the date of grant.
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(4) |
Shmuel Gov became the Company’s Chief Operating Officer, on April 1. 2022. Holdings include exercisable options to purchase common stock.
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(5) |
Dr. Gieger is a managing partner at Accelmed. The business address of Accelmed Partners L.P. (“Accelmed Partners”) is 848 Brickell Avenue, 9th Floor, Miami, FL 33131. Accelmed Partners GP
(“Accelmed GP”), the General Partner of Accelmed Partners, and Uri Geiger, the Managing Director of Accelmed Management Ltd., which is the management company of Accelmed Partners, each have voting and investment control of the securities
held by Accelmed. Dr. Geiger is the Co-Founder and Managing Partner of Accelmed Partners. Each of Accelmed Partners and Uri Geiger disclaim beneficial ownership over the securities owned by Accelmed Partners except to the extent of their
respective pecuniary interest therein. Accelmed Partners holds 12,112,627 shares of common stock. Dr. Geiger disclaims beneficial ownership of the 12,112,627 shares owned by Accelmed Partners.
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(6) |
The business address of Nantahala Capital Management, LLC (“Nantahala”) is 130 Main Street, 2nd Floor, New Canaan, CT 06840. Nantahala may be deemed to be the beneficial owner of 4,393,685 shares
of common stock held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Wilmot B. Harkey and Daniel Mack may be deemed to be a beneficial owner of those shares. The foregoing has
been derived from a Schedule 13G/A filed by Nantahala on February 14, 2023.
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(7) |
The business address of 22NW Fund, LP (“22NW Fund”) is 1455 NW Leary Way, Suite 400, Seattle, WA 98107. 22NW, LP (“22NW”) serves as the investment manager of 22NW Fund. 22NW Fund GP, LLC (“22NW GP”) serves as
the general partner of 22NW. Aron R. English is the portfolio manager of 22NW, manager of 22NW GP and president and sole shareholder of 22NW GP, Inc. By virtue of these relationships, 22NW, 22NW GP, 22NW GP, Inc. and Mr. English may be
deemed to beneficially own these shares. The foregoing has been derived from a Schedule 13G/A filed by 22NW Fund on February 13, 2023.
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(8)
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Includes 290,930 vested common stock options.
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(9)
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20,000 unvested common stock options.
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(10)
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Includes vested restricted stock units and common stock options.
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Item 13. |
Certain Relationships and Related Transactions, Director Independence
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Item 14. |
Principal Accounting Fees And Services
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2022
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2023
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Audit Fees(1)
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$
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437,048
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$
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379,555
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Audit-Related Fees(2)
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—
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—
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Tax Fees(3)
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—
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—
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All Other Fees(4)
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—
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—
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Total
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$
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437,048
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$
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379,555
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(1) |
Consists of fees paid for the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the auditors in
connection with statutory and regulatory filings or engagements.
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(2) |
Consists of assurance and related services that are reasonably related to the performance of the audit and reviews of our financial statements and are not included in “audit fees” in this table.
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(3) |
Consists of all tax related services.
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(4) |
There were no other fees paid to Marcum LLP for the years ended December 31, 2022, and 2023.
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● |
First, once a year when the base audit engagement is reviewed and approved, management will identify all other services (including fee ranges) for which management knows it will engage Marcum LLP for the next
12 months. Those services typically include quarterly reviews, specified tax matters, certifications to the lenders as required by financing documents, consultation on new accounting and disclosure standards and, in future years, reporting
on management's internal controls assessment.
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Second, if any new “unlisted” proposed engagement arises during the year, the engagement will require approval of the Audit Committee.
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Rule 13a-14(a) Certificate of Chief Executive Officer
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Rule 13a-14(a) Certificate of Chief Financial Officer
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101.INS
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Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
STRATA SKIN SCIENCES, INC.
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Date: April
29, 2024
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By:
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/s/ Christopher Lesovitz
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Christopher Lesovitz
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Chief Financial Officer
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