STRATA Skin Sciences, Inc. — Director's Dealing 2014

Mar 4, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MELA SCIENCES, INC. /NY (MELA)
CIK: 0001051514
Period of Report: 2014-02-05

Reporting Person: Broadfin Healthcare Master Fund Ltd (10% Owner)
Reporting Person: Broadfin Capital, LLC (10% Owner)
Reporting Person: KOTLER KEVIN (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock, $0.10 per share	$0.84		Common Stock, $0.001 par value per share (4761905)		Direct
Series A Convertible Preferred Stock, $0.10 per share	$0.84		Common Stock, $0.001 par value per share (4761905)		Indirect
Common Stock Warrant	$0.74	2019-02-05	Common Stock, $0.001 par value per share (4324324)		Direct
Common Stock Warrant	$0.74	2019-02-05	Common Stock, $0.001 par value per share (4324324)		Indirect

Footnotes

F1: On February 5, 2014, pursuant to the terms of a securities purchase agreement, dated as of January 31, 2014, Broadfin Capital, LLC was sold (i) 4,000 shares of Series A Convertible Preferred Stock, which may be converted to 4,761,901 shares of common stock of the Issuer, and (ii) a Warrant, which may be exercised for 4,324,324 shares of common stock of the Issuer. The Series A Convertible Preferred Stock and the Warrant are held in the account of Broadfin Healthcare Master Fund, Ltd.

F2: In connection with this securities purchase agreement, Broadfin Capital, LLC shall not have the right to convert any portion of the Series A Convertible Preferred Stock or exercise the Warrant to purchase shares of common stock, to the extent that, after giving effect to the conversion or exercise, Broadfin Capital, LLC (directly or indirectly) would beneficially own in excess of 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the Series A Convertible Preferred Stock or the exercise of the Warrant held by Broadfin Capital, LLC.

F3: In connection with Broadfin Capital, LLC's investment in the securities pursuant to the securities purchase agreement described above, Broadfin Capital, LLC has been granted the right to designate one director to the Board of Directors of the Issuer, so long as Broadfin Capital, LLC retains 30% of their investment in the Series A Preferred Stock or holds any warrants.

F4: The Series A Convertible Preferred Stock are held in the account of Broadfin Healthcare Master Fund, Ltd.

F5: The Warrant is held in the account of Broadfin Healthcare Master Fund, Ltd.

F6: The securities are held in the account of Broadfin Healthcare Master Fund, Ltd., a private investment fund managed by Broadfin Capital, LLC and may be deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Capital, LLC. Each of Broadfin Capital, LLC, Broadfin Healthcare Master Fund, Ltd. and Kevin Kotler disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

F7: None.