Vesper Healthcare Acquisition Corp.

The reverse split is proposed, not effected, and the ratio is a range the board would choose within — no specific ratio, effective date or resulting share count is stated in the notice.

The vote grants a range rather than a ratio — the board would choose anywhere from 1-for-5 to 1-for-20 afterwards, so approving it does not fix how many shares a holder ends up with. Nothing in this notice states a purpose for the split or a deadline by which it must be effected.

System placements fell 20% while the install base grew 4%, so consumables revenue — 75% of the total — is being carried by a base that is still expanding even as new placements shrink. Third quarter net sales guidance of $65 to $70 million is below the $72.1 million just delivered, and moving two more markets to distributors removes direct revenue from the reported line.

$345.2 million of convertible senior notes stand against $206.1 million of cash, and $103.1 million of them is now current — the near-term maturity is larger than half the cash balance. Sales fell 8% while operating expense fell 12%, which is what turned the operating line positive; the swing to a net loss is interest cost and the absence of a prior-year gain.

This is a listing-defense vote: the company says outright that the split exists to get the Class A bid price back over the Nasdaq $1.00 minimum, after the bid had sat below a dollar for 30 consecutive business days and with the stock at $0.6986. A preliminary filing also means the definitive proxy and the final split ratio are still to come, so the exact exchange ratio is not yet fixed, and the adjournment proposal signals management expects turnout to be tight.

The cash half is a residual rather than a commitment: cash consideration equals the company's cash including the private placement and the trust, less HydraFacial's indebtedness, less both sides' transaction expenses, less a further $100,000,000 — and it is capped, together with certain contractual fees owed to affiliates of HydraFacial's stockholders, at 60% of the consideration plus those fees. Whatever remains is paid in Class A Stock at $10.00 per share. Contingent consideration of 2.5 times certain acquisition targets' revenue is capped at $75,000,000 in stock.

What changed: SkinHealth Systems Inc. (Nasdaq: SKIN) reported that on August 10, 2026 Sheri Lewis notified the company of her decision to resign as Chief Operations, Quality and Technology Officer to pursue other business opportunities outside the company, ceasing to serve in that role effective August 28, 2026. The filing states the resignation is not the result of any disagreement with the company, its board or management on any matter relating to operations, policies or practices. Why it matters: A named executive officer departure with a stated effective date and the standard no-disagreement representation; the filing discloses no successor, no severance arrangement and no interim assignment of the role.

What changed: DEF 14A of SkinHealth Systems Inc. calling a virtual special meeting of stockholders for September 22, 2026 at 8:00 a.m. Pacific Time, with a record date of August 3, 2026 and proxy materials first made available on or about August 12, 2026. Proposal 1 asks stockholders to approve an amendment to the Restated Certificate of Incorporation combining outstanding Class A common stock into a lesser number of shares at a ratio of not less than 1-for-5 and not more than 1-for-20, with the exact ratio to be set within that range by the board in its sole discretion. Why it matters: The reverse split is proposed, not effected, and the ratio is a range the board would choose within — no specific ratio, effective date or resulting share count is stated in the notice.

What changed: SkinHealth Systems Inc. (Nasdaq: SKIN) filed as additional definitive proxy materials the notice card for a special stockholders meeting to be held virtually on September 22, 2026 at 8:00 a.m. PDT, with voting closing at 11:59 p.m. ET on September 21, 2026 and paper or email copies of materials available on request until September 8, 2026. Why it matters: The vote grants a range rather than a ratio — the board would choose anywhere from 1-for-5 to 1-for-20 afterwards, so approving it does not fix how many shares a holder ends up with. Nothing in this notice states a purpose for the split or a deadline by which it must be effected.

What changed: SkinHealth Systems Inc. (Nasdaq: SKIN), which the release identifies as home to the Hydrafacial brand, furnished a press release reporting second quarter 2026 results. Net sales were $72.1 million, down 7.8%, with Delivery Systems at $18.3 million against $22.4 million and Consumables at $53.9 million against $55.8 million; 770 delivery systems were placed against 957, while the active install base rose to 36,516 from 35,193. Why it matters: System placements fell 20% while the install base grew 4%, so consumables revenue — 75% of the total — is being carried by a base that is still expanding even as new placements shrink. Third quarter net sales guidance of $65 to $70 million is below the $72.1 million just delivered, and moving two more markets to distributors removes direct revenue from the reported line.