Form SCHEDULE 13D/A SkinHealth Systems Inc. Filed by: Miller Brian Christopher
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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SkinHealth Systems Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Brian Miller c/o Linden Capital Partners, 110 N. Wacker Dr., 55th Floor Chicago, IL, 60606 (312) 506-5600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/07/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
LCP Edge Holdco, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,360,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.74 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Calculated based on 129,600,040 shares of Class A Common Stock, par value $0.0001 per share ("Class A Shares"), outstanding as of May 5, 2026, as reported on the Issuer's Form 10-Q, filed with the Securities and Exchange Commission ("SEC") on May 7, 2026 (the "Form 10-Q").
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Linden Capital III LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,360,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.74 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Calculated based on 129,600,040 shares of Class A Shares outstanding as of May 5, 2026, as reported on the Issuer's Form 10-Q.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Linden Manager III LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,360,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.74 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Calculated based on 129,600,040 shares of Class A Shares outstanding as of May 5, 2026, as reported on the Issuer's Form 10-Q.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Linden Capital Partners III LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,360,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.74 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Calculated based on 129,600,040 shares of Class A Shares outstanding as of May 5, 2026, as reported on the Issuer's Form 10-Q.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Linden Capital Partners III-A LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,360,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.74 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Calculated based on 129,600,040 shares of Class A Shares outstanding as of May 5, 2026, as reported on the Issuer's Form 10-Q.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Anthony Davis | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,360,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.74 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Calculated based on 129,600,040 shares of Class A Shares outstanding as of May 5, 2026, as reported on the Issuer's Form 10-Q.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Brian Miller | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,360,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.74 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Calculated based on 129,600,040 shares of Class A Shares outstanding as of May 5, 2026, as reported on the Issuer's Form 10-Q.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
SkinHealth Systems Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3600 E. Burnett Street, Long Beach,
CALIFORNIA
, 90815. | |
Item 1 Comment:
This Amendment No. 5 to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by the Reporting Persons with the SEC on May 14, 2021 (the "Original Schedule 13D") as amended by Amendment No. 1 filed by the Reporting Persons with the SEC on May 21, 2021, Amendment No. 2 filed by the Reporting Persons with the SEC on July 19, 2021, Amendment No. 3 filed by the Reporting Persons with the SEC on July 7, 2023, and Amendment No. 4 filed by the Reporting Persons with the SEC on March 14, 2024 (together with this Amendment No. 5, the "Schedule 13D" or the "Statement"). Except as amended herein, the Original Schedule 13D remains in full force and effect. Terms defined in the Original Schedule 13D are used herein as so defined. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
The information set forth in rows (11) and (13) of the cover pages hereto is incorporated by reference into this Item 5.
The Reporting Persons hold an aggregate 33,360,741 shares of Class A Shares, representing approximately 25.74% of the Class A Shares outstanding as of May 5, 2026. All such ownership percentages of the securities reported herein are based upon 129,600,040 shares of Class A Shares outstanding as of May 5, 2026 as reported in the Issuer's Form 10-Q.
LCP directly holds the 33,360,741 shares of Class A Shares referred to herein. As a result of the relationships described in Item 2, the 33,360,741 shares of Class A Shares may be deemed to be beneficially owned by each of Linden Capital III, LLC, Linden Manager III, LP, Linden Capital Partners III, LP, Linden Capital Partners III-A, LP, Brian Miller and Anthony Davis.
This Amendment No. 5 is being filed to reflect a change in the percentage previously reported solely as a result of the change in the outstanding Class A Shares. There have been no other material changes to the information previously reported since the filing of Amendment No. 4. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the Class A Shares referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated as follows:
The information set forth in rows (7) through (10) of the cover pages hereto and in Item 5(a) hereof is incorporated by reference into this Item 5. | |
| (c) | None of the Reporting Persons has effected any transactions related to the Class A Shares during the past 60 days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Linden Manager III LP, By: Linden Capital III LLC Its: General Partner. Linden Capital Partners III LP, By: Linden Manager III LP Its: General Partner, By: Linden Capital III LLC Its: General Partner. Linden Capital Partners III-A LP, By: Linden Manager III LP Its: General Partner, By: Linden Capital III LLC Its: General Partner. |