S-8

As filed with the Securities and Exchange Commission on March 15, 2017

Registration No. 333-_______________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

                         STRATA Skin Sciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware                                    (State or other jurisdiction of incorporation or organization)	13-3986004      (I.R.S. employer identification no.)
100 Lakeside Drive, Suite 100 Horsham, Pennsylvania                         (Address of principal executive offices)	19044     (Zip code)

STRATA Skin Sciences, Inc.

2016 Omnibus Incentive Plan

Frank J. McCaney Chief Executive Officer

STRATA Skin Sciences

100 Lakeside Drive, Suite 100

     Horsham, Pennsylvania  19044

(Name and address of agent for service)

                                         (215) 619-3200                                         

(Telephone number, including area code, of agent for service)

Copy to:

John W. Kauffman, Esq.

Duane Morris LLP

30 South 17th Street

Philadelphia, PA  19103

(215) 979-1227

Indicate by check mark whether the resitrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," " accelerated filer" amd " smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Smaller reporting company ☒
Non-acclerated filer ☐	(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Common stock, $0.001 par value	10,565,648 shares	(2)	$5,869,280	$680.25

(1)

This registration statement shall also cover any additional shares of STRATA Skin Sciences, Inc. common stock that become issuable under such plan being registered pursuant to this registration statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares STRATA Skin Sciences, Inc. common stock.

(2)

Pursuant to Rule 457(h), the maximum aggregate offering price was calculated by adding (i) $1,100,000 with respect to 2,000,000 shares issuable upon exercise of outstanding stock options, at the per share exercise price of those options, and (ii) $4,769,280 with respect to the remaining 8,294,400 shares issuable under the plan, at the price of $0.58 per share based upon the average of the high and low sales prices of STRATA Skin Sciences, Inc. common stock on March 9, 2017, which is a date within five business days prior to the filing of this registration statement, as reported on the NASDAQ Capital Market.

Introductory Note

This Registration Statement relates solely to the registration of securities under the Company's 2016 Omnibus Incentive Plan and are the same class of securities for which a registration statement on the same form is already effective relating to an employee benefit plan.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference.

The following documents that we have filed with the SEC (File No. 0-51481) are incorporated by reference into this registration statement:

· Our annual report on Form 10-K for the fiscal year ended December 31, 2016 filed on March 13, 2017; and

· The description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on August 8, 2005, and any amendments or reports filed for the purpose of updating such description.

All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, or the Exchange Act, after the date of this registration statement and until the offering under this registration statement is completed will be deemed to be incorporated by reference into this registration statement and will be a part of this registration statement from the date of the filing of the document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this registration statement will be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference into this registration statement conflicts with, negates, modifies or supersedes that statement.  Any statement that is modified or superseded will not constitute a part of this registration statement, except as modified or superseded.

Item 4.          Description of Securities.

No answer to this item is required because the class of securities to which this registration statement relates is registered under Section 12 of the Exchange Act.

Item 5.          Interests of Named Experts and Counsel.

Not applicable.

Item 6.          Indemnification of Directors and Officers.

Our amended and restated certificate of incorporation includes provisions that eliminate, to the fullest extent permitted by the Delaware General Corporation Law (the "DGCL"), the personal liability of our directors to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Our amended and restated bylaws require us to indemnify our directors and officers to the fullest extent permitted by the DGCL. Pursuant to these provisions, we have entered into indemnity agreements with our directors and officers.

Pursuant to Section 145 of the DGCL, a corporation generally has the power to indemnify its present and former directors, officers, employees and agents against expenses incurred by them in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner that they reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action, had no reasonable cause to believe their conduct was unlawful.

 These provisions do not eliminate the duty of care, and in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, may remain available under Delaware law. Each director will continue to be subject to liability for breach of the director's duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, for unlawful payments of dividends or unlawful stock repurchases or redemptions under Section 174 of the DGCL or for any transaction from which the director derived an improper personal benefit. These provisions also generally do not affect a director's responsibilities under any other laws, such as the federal securities laws.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

Item 7.          Exemption from Registration Claimed.

Not applicable.

Item 8.          Exhibits.

Exhibit No.	Description of Exhibit
5.1	Opinion of Duane Morris LLP (filed herewith).
23.1	Consent of Independent Registered Public Accounting Firm (filed herewith).
23.2	Consent of Duane Morris LLP (included in Exhibit 5.1).
24.1	Powers of attorney (included with the signature pages)

Item 9.          Undertakings.

We hereby undertake:

(a)          to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(b)          that for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(c)          to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

We hereby further undertake that, for purposes of determining any liability under the Securities Act, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

We hereby further undertake that, insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by any of our directors, officers or controlling persons in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Horsham, Pennsylvania, on March 15, 2017.

 STRATA SKIN SCIENCES, INC.

By: _/s/ Frank J. McCaney                            

      Frank J. McCaney

      Chief Executive Officer

Know all men by these presents, that each person whose signature appears below constitutes and appoints Frank J. McCaney and Christina L. Allgeier, and each or either of them, as such person's true and lawful attorneys-in-fact and agents, with full power of substitution, for such person, and in such person's name, place and stead, in any and all capacities to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Frank J. McCaney
Frank J. McCaney /s/Christina L. Allgeier	Chief Executive Officer and Director (principal executive officer)	March 15, 2017
Christina L. Allgeier /s/Jeffrey F. O'Donnell, Sr.	Chief Financial Officer (principal financial and accounting officer)	March 15, 2017
Jeffrey F. O'Donnell, Sr. /s/R. Rox Anderson	Chairman of the Board	March 15, 2017
R. Rox Anderson /s/ Samuel E. Navarro	Director	March 15, 2017
Samuel E. Navarro	Director	March 15, 2017

Signature	Title	Date
/s/ David K. Stone
David K. Stone /s/ Kathryn Swintek	Director	March 15, 2017
Kathryn Swintek /s/ LuAnn Via	Director	March 15, 2017
LuAnn Via	Director	March 15, 2017

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
5.1	Opinion of Duane Morris LLP (filed herewith).
23.1	Consent of Independent Registered Public Accounting Firm (filed herewith).
23.2	Consent of Duane Morris LLP (included in Exhibit 5.1).
24.1	Powers of attorney (included with the signature pages)

EX-5.1

EXHIBIT 5.1

March 15, 2017

Board of Directors

STRATA Skin Sciences, Inc.

100 Lakeside Drive, Suite 100

Horsham, Pennsylvania  19044

Re:          STRATA Skin Sciences, Inc. (the "Company")

Registration Statement on Form S-8 (the "Registration Statement")

STRATA Skin Sciences, Inc. 2016 Omnibus Incentive Plan (the "Plan")

Ladies and Gentlemen:

We have acted as counsel to the Company in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement relating to the offer and sale by the Company of up to 10,565,648 shares (the "Shares") of common stock, $.001 par value, of the Company, issuable under the Plan.

As counsel to the Company, we have examined the proceedings taken by the Company in connection with the adoption of the Plan and the authorization of the issuance of the Shares.  For the purpose of the opinion rendered below, we have assumed that, in connection with the issuance of the Shares, the Company will receive consideration in an amount not less than the aggregate par value of the Shares covered by each such issuance.

For purposes of rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of:

DUANE MORRIS LLP
30 SOUTH 17TH STREET    PHILADELPHIA, PA 19103-4196	PHONE: 215.979.1000    FAX: 215.979.1020

Board of Directors

STRATA Skin Sciences, Inc.

March 15, 2017

Page 2

a.          The Plan;

b.          Fifth Amended and Restated Certificate of Incorporation of the Company, as amended;

c.          Fourth Amended and Restated Bylaws of the Company; and

d.          Resolutions of the Board of Directors of the Company.

We have also examined such other certificates of public officials, such certificates of officers of the Company and such other records, agreements, documents and instruments as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

In such examination, we have assumed: (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified, conformed or other copies and the authenticity of the originals of such documents and (v) that all records and other information made available to us by the Company on which we have relied are complete in all material respects. As to all questions of fact material to this opinion, we have relied solely upon the above-referenced certificates or comparable documents, have not performed or had performed any independent research of public records and have assumed that certificates of or other comparable documents from public officials dated prior to the date hereof remain accurate as of the date hereof.

Based upon the foregoing, we are of the opinion that the issuance of the Shares pursuant to the terms of the Plan, against receipt by the Company of the consideration for the Shares in accordance with the Plan, will result in the Shares being legally issued, fully paid and non-assessable.

The foregoing opinion is limited to the laws of the State of Delaware, and we do not express any opinion herein concerning any other law.

The opinion expressed herein is rendered as of the date hereof and is based on existing law, which is subject to change.  Where our opinion expressed herein refers to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date.  We do not undertake to advise you of any changes in the opinion expressed herein from matters that may hereafter arise or be brought to our attention or to revise or supplement such opinion should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise.

Our opinion expressed herein is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.

We hereby consent to the use of this letter as an exhibit to the Registration Statement and to any and all references to our firm in the Registration Statement.  In giving this consent, we do

DUANE MORRIS LLP
30 SOUTH 17TH STREET    PHILADELPHIA, PA 19103-4196	PHONE: 215.979.1000    FAX: 215.979.1020

Board of Directors

STRATA Skin Sciences, Inc.

March 15, 2017

Page 3

not admit that we are "experts" within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act.

 Sincerely,

/s/ Duane Morris LLP

DUANE MORRIS LLP
30 SOUTH 17TH STREET    PHILADELPHIA, PA 19103-4196	PHONE: 215.979.1000    FAX: 215.979.1020

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Strata Skin Sciences, Inc. and Subsidiary on Form S-8 (No. 333-XXXX) to be filed on or about March 15, 2017 of our report dated March 13, 2017, on our audits of the consolidated financial statements as of December 31, 2016 and 2015 and for each of the years in the two-year period ended December 31, 2016, which report was included in the Annual Report on Form 10-K filed March 13, 2017.

/s/ EISNERAMPER LLP

New York, New York

March 13, 2017