Item 1.01.
Entry into a Material Definitive Agreement
On June 6, 2017, STRATA Skin Sciences, Inc. (the "Company" entered into a Securities Exchange Agreement (the "Agreement" with the holders of its 2.25% Senior Series A Secured Convertible Debentures due June 30, 2021 and 4% Senior Secured Convertible Debentures due July 30, 2021, pursuant to which the holders have agreed to exchange all of such debentures with an aggregate principal amount of approximately $40.6 million into 40,617 shares of newly created Series C Convertible Preferred Stock. In addition to eliminating approximately $40.6 million of senior secured debt, the exchange will also eliminate the Company's obligation to pay approximately $4.0 million of interest payments over the next four years. The closing of the exchange, and the elimination of such senior debt, will occur within two business days of the approval of the Company's stockholders of the exchange, including the issuance of the shares of common stock issuable upon conversion of the shares of preferred stock, subject to customary closing conditions. The Company's Series C Convertible Preferred Stock to be issued pursuant to the Agreement will have the rights, preferences and privileges set forth in the Certificate of Designation, in the form of Exhibit A to the Agreement.
Other than the limitations on conversions to keep each such holders beneficial ownership below 9.99%, the terms of the Series C Convertible Preferred Stock generally bestow the same rights to each holder as such holder would receive if they are common stock shareholder and are not redeemable by the holders. Each share of Series C Convertible Preferred Stock has a stated value of $1,000 and is convertible into shares of common stock at a conversion price equal to $2.69.


(iii)
a number of shares of Preferred Stock equal to (A) the number of shares of Preferred Stock set forth next to such Holder's name as set forth on Annex I attached hereto less ( the quotient obtained by dividing (1) product of (y) the number of Conversion Shares issued pursuant to conversions of such Holder's 2.25% Debentures and 4% Debentures, collectively, from the date hereof to the Closing Date and (z) the Conversion Price ($2.69 initially) by (2) $1,000;