Page 12 of 13 – SEC Filing
EXHIBIT 2
January 2, 2018
SABBY MANAGEMENT, LLC
10 Mountainview Road, Suite 205
Upper Saddle River, New Jersey 07458
Members of the Board of Directors
STRATA Skin Sciences,
Inc.
100 Lakeside Drive, Suite
100
Horsham, Pennsylvania
19044
Re: Recent Actions
by the Board of Directors
Dear Members of the Board
of Directors:
We, Sabby Management, LLC (“Sabby”),
are writing this letter to express our dissatisfaction with certain actions taken by the board of directors of Strata Skin Sciences,
Inc. (“Strata” or the “Company”) in the past few weeks, including declining the proposed investment of
$15 million in equity (the “Proposed Investment”) in Strata by, who we believe to be, a prominent med-tech investor
(the “Proposed Investor”), and instead chose to “evaluate strategic alternatives,” as stated by the Company
in its press release issued on December 18, 2017 (the “Press Release”). We acquired our shares of the Company for investment
purposes, which we continually evaluate. Through our evaluation of our investment, we believe that Strata became a leading provider
of laser therapy for dermatological conditions two and a half years ago when it purchased certain XTRAC laser assets and VTRAC
excimer lamp systems. In the ensuing thirty months, the value of Strata’s equity for shareholders has declined approximately
80%; based on public disclosures, revenue for 2017 is expected to be roughly 20% below 2015 levels; and the CFO recently resigned,
which we believe are a result of mismanagement by the board of directors and a sign of dysfunction in the case of the CFO resignation.
Change in the leadership at the board level may be necessary.
With regard to the Proposed Investment,
we became aware of its terms through the Proposed Investor, who came to us asking if we would vote in favor of the Proposed Investment,
as shareholder approval was necessary for the Proposed Investment and we hold a large minority stake in the Company. We were informed
that the terms of the Proposed Investment recently presented to and rejected by the Strata board were as follows: $15 million in
the form of preferred stock convertible at $1.40 per share (a 10% premium over the then 30 day volume weighted average price of
Strata stock) with no economic preferences or warrants. We strongly believe that this was the best financing alternative Strata
will be able to find anywhere. The Proposed Investment was predicated on major changes to the composition of the board and a change
in CEO leadership. The replacement CEO that the Proposed Investor intended to appoint was personally investing $2 million of the
$15 million raise. However, and to our great dismay, instead of presenting the Proposed Investment to Strata’s shareholders
for consideration, we learned, through the Press Release, that the board decided to explore alternative strategies and to potentially
engage a financial advisor to evaluate all options for the company. Ultimately, it should be up to the shareholders to decide whether
or not the investment is beneficial for the Company and if the current board should remain in place. You failed to provide them
with the opportunity to vote.
