Sec Form 13D Filing - Broadfin Capital LLC filing for STRATA Skin Sciences Inc. (SSKN) - 2020-01-22

2,170,757

This Schedule 13D is being filed jointly by (i) Broadfin Capital, LLC, a Delaware limited liability company, (ii) Broadfin Healthcare Master Fund, Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands, and (iii) Kevin Kotler, a United States citizen (collectively, the “Reporting Persons”).

The principal business address of the Reporting Persons is 300 Park Avenue, 25^th Floor, New York, New York 10022.

Kevin Kotler is the managing member of Broadfin Capital, LLC, an investment management firm that serves as the investment manager to Broadfin Healthcare Master Fund, Ltd.  The principal business of Broadfin Healthcare Master Fund, Ltd. is purchasing, holding and selling securities for investment purposes.

The funds for the purchase of the Shares beneficially owned by the Reporting Persons came from the working capital of Broadfin Healthcare Master Fund, Ltd.

No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

The Reporting Persons hold the securities described in Item 5 of this statement for investment purposes only. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

The Reporting Persons reserve the right to effect transactions that would change the number of shares they may be deemed to beneficially own.

As of the date hereof, Broadfin Capital, LLC, Broadfin Healthcare Master Fund, Ltd. and Kevin Kotler may be deemed to be the beneficial owner of 2,170,757 shares of Common Stock or 6.39% of the shares of the Common Stock of the Issuer based on (i) 32,903,287 shares of Common Stock issued and outstanding as of November 8, 2019 as reported in the Issuer’s 10-Q filed on November 18, 2019 and (ii)(A) 782,156 additional shares of Common Stock issuable upon the conversion of Preferred Stock (as defined in Item 6) and (ii)(B) 300,000 additional shares of Common Stock issuable upon the exercise of warrants, in each case to purchase shares of Common Stock and deemed outstanding for purposes of calculating the Reporting Person's beneficial ownership.

Each of Broadfin Capital, LLC, Broadfin Healthcare Master Fund, Ltd. and Kevin Kotler has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 2,170,757 shares of Common Stock.

Each of Broadfin Capital, LLC, Broadfin Healthcare Master Fund and Kevin Kotler has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 2,170,757 shares of Common Stock.

The transactions in the securities of the Issuer in the last 60 days are set forth in Exhibit B.

The Reporting Persons specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

On June 22, 2015, the Reporting Persons were sold a warrant for Common Stock of the Issuer, which may be exercised for 300,000 shares of Common Stock of the Issuer.

On September 20, 2017, the Reporting Persons’ outstanding debentures were exchanged for shares of Series C Convertible Preferred Stock (“Preferred Stock”) of the Issuer. Each share of Preferred Stock has a stated value of $1,000 and is convertible into 372 shares of Common Stock of the Issuer.

The Reporting Persons shall not have the right to exercise the warrants or to convert the Preferred Stock to purchase shares of Common Stock, to the extent that, after giving effect to the exercise or conversion, respectively, the Reporting Persons (directly or indirectly) would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon the exercise of the warrants or conversion of the Preferred Stock held by the Reporting Persons.

An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A.

Transactions in the Issuer in the last 60 Days is filed herewith as Exhibit B.