Form 8-K

8-K — SkinHealth Systems Inc.

Accession: 0001628280-26-032099

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001818093

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — skin-20260507.htm (Primary)

EX-99.1 (ex991-2026q1xearnings.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: skin-20260507.htm · Sequence: 1

skin-20260507

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

SkinHealth Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-39565 85-1908962

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3600 E. Burnett Street

Long Beach, CA

(Address of principal executive offices)

90815

(Zip Code)

(800) 603-4996

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share SKIN

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 7, 2026, SkinHealth Systems Inc. (the “Company”) issued a press release and will hold a conference call regarding its financial results for its fiscal quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.

The Company announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, and on the investor relations section of the Company's website (https://www.skinhealthsystems.com/) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated May 7, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 7, 2026

SkinHealth Systems Inc.

By: /s/ Michael Monahan

Name: Michael Monahan

Title: Chief Financial Officer

EX-99.1

Filename: ex991-2026q1xearnings.htm · Sequence: 2

Document

Exhibit 99.1

SkinHealth Systems Reports First Quarter 2026 Financial Results

Long Beach, Calif., May 7, 2026 – SkinHealth Systems Inc. (NASDAQ: SKIN) (“SkinHealth Systems” or the "Company"), home to flagship brand Hydrafacial, today announced financial results for the first quarter ended March 31, 2026 (“Q1 2026”).

“First quarter results reflect the strength of the business. We delivered revenue within our guidance range, significantly outperformed on adjusted EBITDA, and continued to expand margins through disciplined execution.

"While the market remains challenging and we are lowering our full-year revenue outlook, the fundamentals are intact. The installed base is growing, the brand is strong, and we are taking direct action to improve execution while continuing to invest in the capabilities and innovation that will drive long-term growth.” said Pedro Malha, President and CEO of SkinHealth Systems.

Key Operational and Business Metrics

Three Months Ended March 31,

Unaudited ($ in millions) (1)

2026

2025

Delivery Systems net sales

18.5

20.2

Consumables net sales

46.4

49.4

Total net sales

64.9

69.6

Gross profit

44.4

48.6

Gross margin

68.5

69.8

Adjusted gross profit(2)

46.9

50.0

Adjusted gross margin(2)

72.2

71.9

Operating expenses

46.2

60.6

Adjusted operating expenses(2)

38.4

42.8

Net loss

(6.6)

(10.1)

Net loss margin

(10.2)

(14.5)

Adjusted EBITDA(2)

8.5

7.3

Adjusted EBITDA margin(2)

13.1

10.4

Three Months Ended March 31,

Unaudited

2026

2025

Total delivery systems sold

746

862

Active install base(3)

36,419

35,014

__________________________

(1) Amounts may not sum due to rounding.

(2) See "Non-GAAP Financial Measures" below.

(3) Estimated number of delivery systems owned by providers that have purchased consumables in the trailing twelve-month period.

First Quarter Financial Highlights

•Net sales were $64.9 million for the first quarter of 2026, a decrease of (6.7)%, compared to the prior year period ("Q1 2025"), due to lower delivery systems and consumables net sales. The Company placed 746 delivery systems during Q1 2026, compared to 862 during Q1 2025.

•Gross margin was 68.5% in Q1 2026, compared to 69.8% in Q1 2025. The decrease in gross margin was primarily due to higher amortization expense. Adjusted gross margin was relatively flat at 72.2% in Q1 2026 compared to 71.9% in Q1 2025.

•Operating expenses were $46.2 million in Q1 2026, compared to $60.6 million in Q1 2025. Adjusted operating expenses were $38.4 million in Q1 2026, compared to $42.8 million in Q1 2025. The improvement in operating expenses and adjusted operating expenses was primarily due to lower personnel-related expenses and lower marketing-related spend.

•Net loss was $(6.6) million in Q1 2026, compared to $(10.1) million in Q1 2025. The change compared to the prior year was primarily due to lower operational spend, partially offset by lower net sales.

•Adjusted EBITDA was $8.5 million in Q1 2026, compared to $7.3 million in Q1 2025. The improvement in adjusted EBITDA was primarily due to lower operational spend, partially offset by lower net sales.

Revised 2026 Financial Guidance

Second Quarter 2026

Net sales

$72 – $77 million

Adjusted EBITDA(1)

$11 – $13 million

Fiscal Year 2026

Net sales

$280 – $295 million

Adjusted EBITDA(1)

$35 – $45 million

__________________________

(1) See "Non-GAAP Financial Measures" below.

Revised 2026 financial guidance:

•Reflects continued pressure on year over year device sales.

•Presumes no further material deterioration in current general market conditions or other unforeseen circumstances beyond the Company's control, such as foreign currency exchange rates, tariffs, and trade restrictions.

•Excludes any unannounced acquisitions, dispositions or financings.

Regional Operational and Business Metrics

Three Months Ended March 31,

Unaudited ($ in millions) (1) (2)

2026

2025

Delivery Systems net sales

Americas

12.0

13.1

Asia-Pacific (“APAC”)

2.1

2.0

Europe, the Middle East and Africa (“EMEA”)

4.4

5.1

Total Delivery Systems net sales

18.5

20.2

Consumables net sales

Americas

32.6

33.1

APAC

4.5

6.4

EMEA

9.3

9.9

Total Consumables net sales

46.4

49.4

Net sales

Americas

44.6

46.3

APAC

6.6

8.3

EMEA

13.7

15.0

Total net sales

64.9

69.6

Delivery Systems sold

Americas

438

550

APAC

118

EMEA

190

214

Total Delivery Systems sold

746

862

__________________________

(1) Amounts may not sum due to rounding.

(2) During the second quarter of 2025, the Company transitioned sales in the China market to a distributor partner, and as a result, the Company has discontinued direct sales to customers in China.

Conference Call

SkinHealth Systems will host a conference call on Thursday, May 7, 2026, at 4:30 p.m. ET to review its first quarter 2026 financial results. The call may be accessed via live webcast through the Events & Presentations page on our Investor Relations website at www.skinhealthsystems.com. A recording of the call will become available on the site approximately three hours after its conclusion.

Non-GAAP Financial Measures

In addition to results determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"), management utilizes certain non-GAAP financial measures such as adjusted gross profit, adjusted gross margin, adjusted EBITDA, and adjusted EBITDA margin for purposes of evaluating ongoing operations and for internal planning and forecasting purposes.

Management believes that these non-GAAP financial measures, when reviewed collectively with the Company’s GAAP financial information, provide useful supplemental information to investors in assessing the Company's operating performance. These non-GAAP financial measures should not be considered as an alternative to GAAP financial information or as an indication of operating performance or any other measure of performance derived in accordance with GAAP, and may not provide information that is directly comparable to that provided by other companies in its industry, as these other companies may calculate non-GAAP financial measures differently, particularly related to unusual items.

Adjusted gross profit is gross profit excluding the effects of depreciation expense, amortization expense, and share-based compensation expense and other long-term incentive compensation. Adjusted gross margin represents adjusted gross profit as a percentage of net sales.

Adjusted operating expenses is calculated as total operating expenses excluding the effects of depreciation expense; amortization expense; share-based compensation expense and other long-term incentive compensation; litigation related costs; Go-to-Market restructuring; and severance, restructuring, and other.

Adjusted EBITDA is calculated as net loss excluding the effects of (benefit) expense for income taxes; depreciation expense; amortization expense; share-based compensation expense and other long-term incentive compensation; interest expense; interest income; other income, net; change in fair value of warrant liabilities; foreign currency loss (gain), net; litigation related costs; Go-to-Market restructuring; and severance, restructuring and other. Adjusted EBITDA margin represents adjusted EBITDA as a percentage of net sales.

The Company does not provide a reconciliation of its fiscal 2026 adjusted EBITDA guidance to net loss, the most directly comparable forward looking GAAP financial measures, due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, which cannot be done without unreasonable efforts, including adjustments that could be made for changes in fair value of warrant liabilities, integration and acquisition-related expenses, amortization expenses, non-cash share-based compensation, gains/losses on foreign currency, and other charges reflected in our reconciliation of historic numbers, the amount of which, based on historical experience, could be significant. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. The Company's fiscal 2026 adjusted EBITDA guidance is merely an outlook and is not a guarantee of future performance. Stockholders should not rely or place an undue reliance on such forward-looking statements. See “Forward-Looking Statements” for additional information.

SkinHealth Systems Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss) (1)

($ in millions, except share and per share amounts)

(Unaudited)

Three Months Ended March 31,

2026

2025

Net sales

64.9

69.6

Cost of sales

20.5

21.0

Gross profit

44.4

48.6

Operating expenses:

Selling and marketing

23.2

26.0

Research and development

1.1

1.0

General and administrative

21.9

33.6

Total operating expenses

46.2

60.6

Loss from operations

(1.8)

(12.0)

Interest expense

6.3

2.5

Interest income

(1.5)

(3.0)

Other income, net

(1.0)

(0.1)

Change in fair value of warrant liabilities

—

(0.3)

Foreign currency transaction loss (gain), net

1.2

(1.9)

Loss before provision for income taxes

(6.8)

(9.2)

Income tax (benefit) expense

(0.2)

0.9

Net loss

(6.6)

(10.1)

Comprehensive loss, net of tax:

Foreign currency translation adjustments

(0.3)

1.1

Comprehensive loss

(6.9)

(9.0)

Net loss per share

Basic

(0.05)

(0.08)

Diluted

(0.05)

(0.08)

Weighted average common shares outstanding

Basic

127,792,611

125,079,470

Diluted

131,399,898

125,079,470

__________________________

(1)Amounts may not sum due to rounding.

SkinHealth Systems Inc.

Condensed Consolidated Balance Sheets (1)

($ in millions)

(Unaudited)

March 31, 2026

December 31, 2025

ASSETS

Current assets:

Cash, cash equivalents, and restricted cash

204.4

232.7

Accounts receivable, net

18.6

21.7

Inventories

47.7

48.0

Income tax receivable

1.6

1.7

Prepaid expenses and other current assets

5.4

Total current assets

277.7

309.5

Property and equipment, net

2.3

2.5

Right-of-use assets, net

20.3

11.6

Intangible assets, net

32.8

35.8

Goodwill

126.2

126.6

Deferred income tax assets, net

2.4

1.9

Other assets

11.5

11.9

TOTAL ASSETS

473.2

499.8

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Current portion of convertible senior notes, net

102.9

124.0

Accounts payable

15.9

15.6

Accrued payroll-related expenses

13.0

24.9

Lease liabilities, current

4.2

5.1

Income tax payable

0.5

1.2

Other accrued expenses

18.7

15.4

Total current liabilities

155.2

186.3

Lease liabilities, non-current

18.8

9.2

Deferred income tax liabilities, net

0.4

Convertible senior notes, net

241.3

240.4

Other long-term liabilities

2.4

TOTAL LIABILITIES

418.0

438.7

Stockholders’ equity:

Class A Common Stock

—

Additional paid-in capital

581.1

580.0

Accumulated other comprehensive loss

(1.7)

(1.4)

Accumulated deficit

(524.1)

(517.5)

Total stockholders’ equity

55.2

61.1

LIABILITIES AND STOCKHOLDERS’ EQUITY

473.2

499.8

__________________________

(1)Amounts may not sum due to rounding.

SkinHealth Systems Inc.

Condensed Consolidated Statement of Cash Flows (1)

($ in millions)

(Unaudited)

Three Months Ended March 31,

2026

2025

Cash, cash equivalents, and restricted cash at beginning of period

232.7

370.1

Operating activities:

Net loss

(6.6)

(10.1)

Non-cash adjustments

10.2

Change in operating assets and liabilities:

Accounts receivable

2.5

4.0

Inventories

(0.1)

3.8

Prepaid expenses, other current assets, and income tax receivable

—

2.9

Accounts payable, accrued expenses, and income tax payable

(9.6)

(5.7)

Other, net

(2.0)

Net cash (used for) provided by operating activities

(5.6)

3.0

Net cash used for investing activities

(1.6)

(1.1)

Net cash used for financing activities

(20.9)

(0.3)

Net change in cash, cash equivalents, and restricted cash

(28.1)

1.6

Effect of foreign currency translation

(0.2)

1.4

Cash, cash equivalents, and restricted cash at end of period

204.4

373.0

__________________________

(1)Amounts may not sum due to rounding.

The following table reconciles gross profit to adjusted gross profit for the periods presented:

Three Months Ended March 31,

Unaudited ($ in millions) (1)

2026

2025

Net sales

64.9

69.6

Gross profit

44.4

48.6

Gross margin

68.5

69.8

Adjusted to exclude the following:

Depreciation expense

0.2

Amortization expense

2.1

1.1

Share-based compensation expense and other long-term incentive compensation (2)

0.1

0.2

Adjusted gross profit

46.9

50.0

Adjusted gross margin

72.2

71.9

__________________________

(1)Amounts may not sum due to rounding.

(2)Includes expense associated with long-term cash performance awards.

The following table reconciles total operating expenses to adjusted operating expenses for the periods presented:

Three Months Ended March 31,

Unaudited ($ in millions) (1)

2026

2025

Total operating expenses

46.2

60.6

Adjusted to exclude the following:

Depreciation expense

0.4

1.6

Amortization expense

2.7

3.2

Share-based compensation expense and other long-term incentive compensation (2)

2.0

3.3

Litigation related costs

2.2

6.9

Go-to-Market restructuring

0.2

2.7

Severance, restructuring and other

0.5

—

Adjusted operating expenses

38.4

42.8

__________________________

(1)Amounts may not sum due to rounding.

(2)Includes expense associated with long-term cash performance awards that can be settled in either cash or Common Stock.

The following table reconciles net loss to adjusted EBITDA for the periods presented:

Three Months Ended March 31,

Unaudited ($ in millions) (1)

2026

2025

Net sales

64.9

69.6

Net loss

(6.6)

(10.1)

Net loss margin

(10.2)

(14.5)

Adjusted to exclude the following:

(Benefit) expense for income taxes

(0.2)

0.9

Depreciation expense

0.6

1.9

Amortization expense

4.8

4.3

Share-based compensation expense and other long-term incentive compensation (2)

2.1

3.5

Interest expense

6.3

2.5

Interest income

(1.5)

(3.0)

Other income, net

(1.0)

(0.1)

Change in fair value of warrant liabilities

—

(0.3)

Foreign currency loss (gain), net

1.2

(1.9)

Litigation related costs

2.2

6.9

Go-to-Market restructuring

0.2

2.7

Severance, restructuring and other

0.5

—

Adjusted EBITDA

8.5

7.3

Adjusted EBITDA margin

13.1

10.4

__________________________

(1)Amounts may not sum due to rounding.

(2)Includes expense associated with long-term cash performance awards that can be settled in either cash or Common Stock.

About SkinHealth Systems

SkinHealth Systems (NASDAQ: SKIN) is a global medical aesthetics company delivering an integrated ecosystem of clinically proven solutions designed to help consumers achieve superior skin health and support the success of providers. Anchored by Hydrafacial™, a leading and widely requested professional skincare treatment, and supported by complementary offerings including SkinStylus™ microneedling and HydraScalp™ with Keravive™, SkinHealth Systems combines advanced device technology, proprietary consumables, and clinical validation to deliver trusted treatment experiences through an omnichannel network of providers worldwide. Learn more at skinhealthsystems.com or follow us on LinkedIn. Local providers can be found at hydrafacial.com/find-a-hydrafacialist.

Forward-Looking Statements

Certain statements made in this release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding SkinHealth Systems Inc.’s strategy, plans, objectives, initiatives and financial outlook. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside SkinHealth Systems Inc.’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. As such, readers are cautioned not to place undue reliance on any forward-looking statements.

Important factors that may affect actual results or outcomes include, among others: SkinHealth Systems Inc.’s ability to manage growth; SkinHealth Systems Inc.’s ability to execute its business plan; potential negative reactions or outcomes related to the Company’s name change in general and focused shift in operations; potential litigation involving SkinHealth Systems Inc.; changes in applicable laws or regulations; the possibility that SkinHealth Systems Inc. may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”) and in the Company’s subsequent filings with the SEC such as on a Quarterly Report on Form 10-Q. Those risks continue to be relevant to the Company's performance and financial condition. Moreover, the Company operates in a very competitive and rapidly changing environment. New risk factors emerge from time-to-time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. SkinHealth Systems Inc. expressly disclaims any responsibility to update forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts

Press: press@skinhealthsystems.com

Investors: IR@skinhealthsystems.com

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Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

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- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Name:

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Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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- Details

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