Beauty Health Co
For the period ended Dec 31, 2024. Filed Mar 12, 2025.
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FY2024 · Filed Mar 12, 2025
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Item 15. Exhibit and Financial Statement Schedules
Item 15. Exhibit and Financial Statements
(a)(1) Financial Statements
See Index to Financial Statements in Item 8 of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
(a)(3) Exhibits
List of Exhibits required by Item 601 of Regulation S-K. See part (b) below.
(b) Exhibits
The following exhibits listed in the accompanying index to exhibits are filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K.
Certain of the agreements filed as exhibits to this Annual Report on Form 10-K contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:
may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
may apply standards of materiality that differ from those of a reasonable investor; and
were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.
| EXHIBIT INDEX | |||||
|---|---|---|---|---|---|
| No. · Description of Exhibit · Form · File No. · Exhibit · Filing Date · Filed Herewith | |||||
| 2.1 | Agreement and Plan of Merger, dated as of December 8, 2020, by and among Vesper Healthcare Acquisition Corp., Hydrate Merger Sub I, Inc., Hydrate Merger Sub II, LLC, LCP Edge Intermediate, Inc. and LCP Edge Holdco, LLC, in its capacity as the Stockholders’ Representative | 8-K | 001-39565 | 2.1 | December 9, 2020 |
| 3.1 | Second Amended and Restated Certificate of Incorporation of The Beauty Health Company | 8-K | 001-39565 | 3.1 | May 10, 2021 |
| EXHIBIT INDEX | ||||||
|---|---|---|---|---|---|---|
| No. | Description of Exhibit | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of The Beauty Health Company | 8-K | 001-39565 | 3.1 | June 11, 2024 | |
| 3.3 | Second Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of The Beauty Health Company | 8-K | 001-39565 | 3.2 | June 11, 2024 | |
| 3.4 | Amended and Restated Bylaws of The Beauty Health Company | 8-K | 001-39565 | 3.2 | May 10, 2021 | |
| 4.1 | Indenture, dated as of September 14, 2021, between The Beauty Health Company and U.S. Bank National Association, as trustee | 8-K | 001-39565 | 4.1 | September 14, 2021 | |
| 4.2 | Form of certificate representing the 1.25% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1) | 8-K | 001-39565 | 4.2 | September 14, 2021 | |
| 4.3 | Warrant Agreement, dated September 29, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent | 8-K | 001-39565 | 4.1 | October 5, 2020 | |
| 4.4 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | X | ||||
| 10.1 | Amended and Restated Registration Rights Agreement dated as of May 4, 2021, by and among the Company, BLS Investor Group LLC and the stockholders of LCP Edge Intermediate, Inc. | 8-K | 001-39565 | 10.2 | May 10, 2021 | |
| 10.2 | Investor Rights Agreement dated as of May 4, 2021, by and between the Company and LCP Edge Holdco, LLC | 8-K | 001-39565 | 10.3 | May 10, 2021 | |
| 10.3# | The Beauty Health Company 2021 Incentive Award Plan | 8-K | 001-39565 | 10.1 | April 30, 2021 | |
| 10.4# | The Beauty Health Company 2021 Employee Stock Purchase Plan | 8-K | 001-39565 | 10.2 | April 30, 2021 | |
| 10.5# | The Beauty Health Company Amended and Restated Executive Severance Plan | 8-K | 001-39565 | 10.2 | April 8, 2024 | |
| 10.6# | Form of Confirmation for Capped Call Transactions | 8-K | 001-39565 | 10.1 | September 14, 2021 | |
| 10.7† | Separation and Transition Agreement, dated November 11, 2024, by and between Hydrafacial LLC and Daniel Watson | 8-K/A | 001-39565 | 10.1 | November 12, 2024 | |
| 19.1 | Insider Trading Policy | X | ||||
| 21.1 | Subsidiaries of The Beauty Health Company | X | ||||
| 23.1 | Consent of Deloitte & Touche LLP | X | ||||
| 31.1 | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||
| 97.1 | The Beauty Health Company Amended and Restated Clawback Policy | 10-K | 001-39565 | 97.1 | March 12, 2024 | |
| EXHIBIT INDEX | ||||||
|---|---|---|---|---|---|---|
| No. | Description of Exhibit | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| 101.INS** | Inline XBRL Instance Document | X | ||||
| 101.SCH** | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
| 101.LAB** | Inline XBRL Taxonomy Extension Labels Linkbase Document | X | ||||
| 101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 104** | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments | |||||
- These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
† Certain confidential information (indicated by brackets and asterisks) has been omitted from this exhibit because it is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
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