Please carefully consider the information set forth in this Quarterly Report on Form 10-Q and the risk factors discussed in Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report on Form 10-K, as well as additional risks and uncertainties not presently known to us or that we currently deem immaterial, could materially and adversely affect our business, results of operations, and financial condition, which in turn could materially and adversely affect the trading price of shares of our Class A Common Stock. As of the date of this Quarterly Report on Form 10-Q, there have been no material updates or changes with respect to the risk factors previously disclosed in our Annual Report on Form 10-K, other than as set forth below, which should be read in conjunction with the risks described in our Annual Report on Form 10-K. Our rebranding involves costs and may not be favorably received On April 22, 2026, we changed our name from “The Beauty Health Company” to “SkinHealth Systems Inc.” We have incurred costs as a result of the rebranding and the SkinHealth Systems brand name may not achieve or maintain the brand name recognition or status of our former BeautyHealth brand. Our corporate structure and how we report on our financial results remains unchanged. Developing and maintaining awareness of our brand is important to retain and attract customers. The success of our new brand is integral to our growth strategy and the importance of brand recognition will increase as competition in our market increases. Successful promotion of our brand will depend on the effectiveness of our marketing efforts, our ability to provide a reliable and useful platform to meet the needs of our customers at competitive prices, our ability to maintain our customers’ trust, our ability to continue to develop new functionality and solutions, and our ability to successfully differentiate our platform. Additionally, our partners’ performance may affect our brand and reputation if customers do not have a positive experience. We rely on free and paid search engine marketing efforts to help drive traffic to our products, which efforts could be adversely affected by the rebranding initiative in the short and/or long term. Specifically, the rebranding could adversely affect the placement and ranking of our website within free and paid search results (as well as 43 the pricing of paid search results), any or all of which could increase marketing costs (particularly if free traffic is replaced with paid traffic) and adversely affect the effectiveness of our marketing efforts overall. Even if our brand recognition and loyalty increases, this may not generate customer awareness or yield increased revenue and profitability. Even if they do, any increased revenue may not offset the expenses we incurred in building our brand. For these reasons, our rebranding may not produce the benefits expected, could adversely affect our ability to retain and attract customers, and may have a material adverse effect on our results of operations, cash flows and financial condition. Our failure to meet Nasdaq’s continued listing requirements could result in a delisting of our Class A Common Stock. On May 8, 2026, the Company received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the listing of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), was not in compliance with Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market, as the closing bid price of the Class A Common Stock was less than $1.00 per share for 30 consecutive business days from March 26, 2026 through May 7, 2026 (the “Minimum Bid Price Requirement”). If the Company does not regain compliance within the applicable compliance period(s), including any additional compliance period that may be granted, Nasdaq will provide notice that the Class A Common Stock will be subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel. In addition, on July 31, 2026, the Company filed a preliminary proxy statement seeking approval by its stockholders to effect a reverse stock split of the Company’s outstanding Class A Common Stock at a ratio ranging from no less than 1-for-5 and not more than 1-for-20 (the “Reverse Stock Split Proposal”). If approved by stockholders, this Reverse Stock Split Proposal would permit, but not require, the Company’s Board of Directors to effect a reverse stock split of the Company’s Class A Common Stock at any time in the next year following stockholder approval, by a ratio of not less than 1-for-5 and not more than 1-for-20, inclusive. The Company’s Board of Directors’ primary objective in proposing the Reverse Stock Split is to raise the per share trading price of the Company’s Class A Common Stock. The Company’s Board of Directors believes that the Reverse Stock Split Proposal will result in a higher per share trading price, which is intended to enable the Company to maintain the listing of its Class A Common Stock on The Nasdaq Global Market and generate greater investor interest in the Company. The Company intends to actively monitor the closing bid price of its Class A Common Stock and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with any other Nasdaq listing requirement.