Airsculpt Technologies, Inc.
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 6, 2026
AIRS$0.53-62.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001870940-26-000038
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001870940-26-000055
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 89 previous paragraphs and 96 current paragraphs.
49 unchanged; 37 reworded; 9 added; 3 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
(2) Tax effect of adjustments represents the estimated income tax impact of the non-GAAP adjustments presented above and is presented as a separate adjustment. The tax effect is calculated by applying the U.S. federal statutory income tax rate to each adjustment that is deductible for income tax purposes. The tax effect does not reflect changes in the Company’s valuation allowance. Accordingly, the discrete valuation allowance charge of $2.7 million recorded during the three months ended September 30, 2026 is not adjusted and remains included in Adjusted net loss.
Current report
Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025
Current report
Interest Expense, net—Interest expense was $3.5 million and $4.6 million for the nine months ended September 30, 2026 and 2025, respectively. The $1.1 million decrease was related to a $1.3 million decrease in interest on our outstanding debt resulting from principal prepayments and a $0.1 million increase in interest income, partially offset by a $0.3 million increase in loan and finance costs.
Current report
The amount of securities we may sell under our shelf registration statement on Form S-3 may be limited. Under current SEC regulations, if the aggregate market value of our common stock held by non-affiliates (our “public float”) is less than $75.0 million, and for so long as our public float remains less than $75.0 million, the amount we can raise through primary public offerings of securities in any 12-month period using shelf registration statements on Form S-3 is limited to one-third of our public float, which is referred to as the “baby shelf rules.” We may be subject to the baby shelf rules, which would limit the amount of securities we could sell under our shelf registration statement, other than shares remaining available for sale under our existing at-the-market offering program, and could limit our ability to raise equity capital, including to repay or refinance our indebtedness under the Credit Agreement.
Current report
On November 5, 2026, the Company entered into a financing agreement (the “Blue Torch Financing Agreement”) with a syndicate of lenders and Blue Torch Finance LLC (“Blue Torch”), as administrative agent and collateral agent, maturing on November 5, 2031. Under the Blue Torch Financing Agreement, there is a senior secured (i) term loan facility with an aggregate principal amount of $39.0 million, which was funded in full at closing, and (ii) revolving loan facility with an aggregate commitment of up to $5.0 million, none of which was drawn at closing. Pursuant to the Blue Torch Financing Agreement, borrowings bear interest at a rate of Term SOFR (as defined in the Blue Torch Financing Agreement) plus an applicable margin of 7.75%, which may be decreased to 6.75% based on leverage level. The lenders party to the Blue Torch Financing Agreement have been granted a first-priority security interest in substantially all assets of the borrower and guarantor parties thereto, subject to customary exclusions. The Blue Torch Financing Agreement contains customary affirmative and negative covenants for transactions of this type, including limitations on indebtedness, liens, investments, restricted payments, asset sales, and affiliate transactions. The Blue Torch Financing Agreement also includes customary events of default and financial maintenance covenants, including (a) a maximum Leverage Ratio (as defined in the Blue Torch Financing Agreement) of 4.50:1.00 for each fiscal quarter ending December 31, 2026 through September 30, 2027, stepping down over time to 2.00:1.00 for each fiscal quarter ending December 31, 2030 and thereafter, (b) a minimum Fixed Charge Coverage Ratio (as defined in the Blue Torch Financing Agreement) of 1.00:1.00 for each fiscal quarter ending December 31, 2026 through September 30, 2027, increasing to 1.10:1.00 for each fiscal quarter ending December 31, 2027 through September 30, 2028 and 1.20:1.00 for each fiscal quarter ending December 31, 2028 and thereafter, and (c) minimum average weekly Liquidity (as defined in the Blue Torch Financing Agreement) of $7.5 million prior to September 30, 2027 and $5.0 million thereafter. The Blue Torch Financing Agreement requires mandatory prepayments of the loans from excess cash flow, for each fiscal year beginning with fiscal year 2027, payable following delivery of the audited annual financial statements for that fiscal year, in percentages ranging from 0% to 75% depending on the Company's gross leverage ratio, and from the net proceeds of certain asset dispositions, incurrences of indebtedness, and extraordinary receipts and cure equity, and from the proceeds of equity issued to cure certain financial covenant defaults. Proceeds from the Blue Torch Financing Agreement were used to repay in full all indebtedness under, and terminate, the Credit Agreement and to pay fees and expenses related to the Blue Torch Financing Agreement. Proceeds of any revolving loans will be used for working capit…
Excerpt shortened here; the source contains the full paragraph.
Current report
Since the execution of the Fourth Amendment on August 7, 2026, the Company has made all required payments under the Credit Agreement, including the $2.5 million payment due upon signing and the additional $2.5 million payment due on or before September 30, 2026. The Company has also applied 50% of the net proceeds from equity issuances under its at-the-market (ATM) offering to prepay the term loans, as required by the Fourth Amendment.
Current report
As of September 30, 2026, the Company had prepaid $0.7 million of the term loans from net proceeds of ATM equity issuances. Subsequent to quarter-end, on October 20, 2026, the Company made an additional prepayment of $1.7 million from ATM net proceeds.
Current report
On November 5, 2026, the Company entered into a financing agreement (the "Blue Torch Financing Agreement") with a syndicate of lenders and Blue Torch Finance LLC ("Blue Torch"), as administrative agent and collateral agent, maturing on
Current report
November 5, 2031. Under the Blue Torch Financing Agreement, there is a senior secured (i) term loan facility with an aggregate principal amount of $39.0 million, which was funded in full at closing, and (ii) revolving loan facility with an aggregate commitment of up to $5.0 million, none of which was drawn at closing. Pursuant to the Blue Torch Financing Agreement, borrowings bear interest at a rate of Term SOFR (as defined in the Blue Torch Financing Agreement) plus an applicable margin of 7.75%, which may be decreased to 6.75% based on leverage level. The lenders party to the Blue Torch Financing Agreement have been granted a first-priority security interest in substantially all assets of the Company. The Blue Torch Financing Agreement contains customary affirmative and negative covenants for transactions of this type, including limitations on indebtedness, liens, investments, restricted payments, asset sales, and affiliate transactions. The Blue Torch Financing Agreement also includes customary events of default and financial maintenance covenants, including (a) a maximum Leverage Ratio (as defined in the Blue Torch Financing Agreement) of 4.50:1.00 for each fiscal quarter ending December 31, 2026 through September 30, 2027, stepping down over time to 2.00:1.00 for each fiscal quarter ending December 31, 2030 and thereafter, (b) a minimum Fixed Charge Coverage Ratio (as defined in the Blue Torch Financing Agreement) of 1.00:1.00 for each fiscal quarter ending December 31, 2026 through September 30, 2027, increasing to 1.10:1.00 for each fiscal quarter ending December 31, 2027 through September 30, 2028 and 1.20:1.00 for each fiscal quarter ending December 31, 2028 and thereafter, and (c) minimum average weekly Liquidity (as defined in the Blue Torch Financing Agreement) of $7.5 million prior to September 30, 2027 and $5.0 million thereafter. The Blue Torch Financing Agreement requires mandatory prepayments of the loans from excess cash flow for each fiscal year beginning with fiscal year 2027, payable following delivery of the audited annual financial statements for that fiscal year, in percentages ranging from 0% to 75% depending on the Company's gross leverage ratio, and from the net proceeds of certain asset dispositions, incurrences of indebtedness and extraordinary receipts, and from the proceeds of equity issued to cure certain financial covenant defaults. Proceeds from the Blue Torch Financing Agreement were used to repay in full all indebtedness under, and terminate, the Credit Agreement and to pay fees and expenses related to the Blue Torch Financing Agreement. Proceeds of any revolving loans will be used for working capital and general corporate purposes.
Removed paragraphs (3)
Previous report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Previous report
Interest Expense, net—Interest expense was $2.2 million and $3.2 million for the six months ended June 30, 2026 and 2025, respectively.
Previous report
As of August 10, 2026 the Company issued an additional 576,000 shares of common stock under the ATM Agreement, generating total net proceeds of approximately $2.4 million during the third quarter.
Reworded paragraphs (37)
Previous wording
The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes and other financial information appearing in our Annual Report on Form 10-K dated April 6, 2026 filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See the section entitled "Cautionary Note Regarding Forward-Looking Statements" in this Quarterly Report on Form 10-Q. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including those risks. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. You should read this Quarterly Report completely, including Part II, Item 1A (Risk Factors) of this Quarterly Report and the section titled “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by our forward-looking statements contained in the following discussion and analysis. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Current wording
The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and related notes and other financial information appearing in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026 pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) as amended by the Form 10-K/A filed with the SEC on April 6, 2026. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See the section entitled "Cautionary Note Regarding Forward-Looking Statements" in this Quarterly Report on Form 10-Q. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including those risks. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. You should read this Quarterly Report completely, including Part II, Item 1A (Risk Factors) of this Quarterly Report and the section titled “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by our forward-looking statements contained in the following discussion and analysis. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Previous wording
For the three and six months ended June 30, 2026, we performed 3,376 and 6,458 cases, respectively, compared to 3,392 and 6,468 for the three and six months ended June 30, 2025, respectively. For the three and six months ended June 30, 2026, we generated approximately $42.9 million and $82.3 million of revenue, respectively, compared to $44.0 million and $83.4 million for the three and six months ended June 30, 2025, respectively. This represents an approximately 3% decline in revenue for the three months ended June 30, 2026 over the same period in the prior year and an approximately 1% decline in revenue for the six months ended June 30, 2026 over the same period in the prior year.
Current wording
For the three and nine months ended September 30, 2026, we performed 2,483 and 8,941 cases, respectively, compared to 2,780 and 9,248 for the three and nine months ended September 30, 2025, respectively. For the three and nine months ended September 30, 2026, we generated approximately $31.9 million and $114.2 million of revenue, respectively, compared to $35.0 million and $118.4 million for the three and nine months ended September 30, 2025, respectively. This represents an approximately 8.7% decline in revenue for the three months ended September 30, 2026 over the same period in the prior year and an approximately 3.5% decline in revenue for the nine months ended September 30, 2026 over the same period in the prior year.
Previous wording
For the six months ended June 30, 2026 and 2025, we define same-center case and revenue growth as the growth in each of our cases and revenue at facilities that were owned and operated during the six months ended June 30, 2026 and 2025, respectively. At facilities that were not owned or operated for the entirety of the prior year period, the current year period has been pro-rated to reflect only growth experienced during the portion of the six months ended June 30, 2026 in which such facilities were owned and operated during the six months ended June 30, 2025. We define same-center facilities and procedure rooms based on if a facility was owned or operated as of June 30, 2025.
Current wording
For the nine months ended September 30, 2026 and 2025, we define same-center case and revenue growth as the growth in each of our cases and revenue at facilities that were owned and operated during the nine months ended September 30, 2026 and 2025, respectively. At facilities that were not owned or operated for the entirety of the prior year period, the current year period has been pro-rated to reflect only growth experienced during the portion of the nine months ended September 30, 2026 in which such facilities were owned and operated during the nine months ended September 30, 2025. We define same-center facilities and procedure rooms based on whether a facility was owned or operated as of September 30, 2025.
Previous wording
We define Adjusted EBITDA as net loss excluding depreciation and amortization, net interest expense, income tax benefit, restructuring and related severance costs, certain other non-recurring costs, unrealized (gain)/loss, and equity-based compensation.
Current wording
We define Adjusted EBITDA as net loss excluding depreciation and amortization, net interest expense, income tax expense/(benefit), restructuring and related severance costs, certain other non-recurring costs, unrealized (gain)/loss, and equity-based compensation.
Previous wording
We define Adjusted Net Income as net loss excluding restructuring and related severance costs, equity-based compensation, loss on disposal of long-lived assets, restructuring and related severance costs, certain other non-recurring costs, and the tax effect of these adjustments.
Current wording
We define Adjusted Net Income as net loss excluding restructuring and related severance costs, equity-based compensation, loss on impairment of long-lived assets, certain other non-recurring costs, and the tax effect of these adjustments.
Previous wording
We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue. We define Adjusted Net Income per Share as Adjusted Net Income divided by weighted average basic and diluted shares. We included Adjusted EBITDA Margin and Adjusted Net Income per Share because they are important measures on which our management uses, and believes investors should use to assess our operating performance. We consider Adjusted EBITDA Margin and Adjusted Net Income per Share to be important measures because they help illustrate underlying trends in our business and our historical operating performance on a more consistent basis.
Current wording
We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of revenue. We define Adjusted Net Income per Share as Adjusted Net Income divided by weighted average basic and diluted shares. We included Adjusted EBITDA Margin and Adjusted Net Income per Share because they are important measures that our management uses, and believes investors should use to assess our operating performance. We consider Adjusted EBITDA Margin and Adjusted Net Income per Share to be important measures because they help illustrate underlying trends in our business and our historical operating performance on a more consistent basis.
Previous wording
(1) Diluted Adjusted Net Loss Per Share is computed by dividing adjusted net income by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock.
Current wording
(1) Diluted Adjusted Net Loss Per Share is computed by dividing adjusted net loss by the weighted-average number of shares of common stock outstanding adjusted for the dilutive effect of all potential shares of common stock.
Previous wording
Revenue—Our revenue decreased $1.1 million, or 2.5%, compared to the same period in 2025. This decline was driven primarily by a 2.0% decrease in average selling price on a same-center basis, partially offset by a 1.0% increase in same-center case volume. Revenue in the prior-year period also benefited from the operations of the London clinic, which was closed as of December 31, 2025.
Current wording
Revenue—Our revenue decreased $3.0 million, or 8.7%, compared to the same period in 2025. This decline was driven primarily by a 9.6% decrease in cases on a same-center basis, partially offset by a 2.3% increase in average selling price on a same-center basis. Revenue in the prior-year period also benefited from the operations of the London clinic, which was closed as of December 31, 2025.
Previous wording
Cost of Service—Our cost of services decreased $0.6 million, or 3.7%, compared to the same period in 2025. The decrease is caused by efficiencies gained in personnel costs as compared to 2025. Cost of service was 38.6% and 39.1% as a percentage of revenue for the three months ended June 30, 2026 and 2025, respectively.
Current wording
Cost of Service—Our cost of services decreased $2.0 million, or 13.1%, compared to the same period in 2025. The decrease was driven by a $0.8 million decrease in physician fees, a $0.4 million decrease in facility rent, a $0.4 million decrease in medical supplies, and a $0.4 million decrease in nursing payroll, reflecting efficiencies in personnel costs and the elimination of one center. Cost of service was 40.4% and 42.5% as a percentage of revenue for the three months ended September 30, 2026 and 2025, respectively.
Previous wording
Selling, General and Administrative Expenses—Selling, general and administrative expenses increased $0.8 million, or 3.3%, for the three months ended June 30, 2026 compared to the same period in 2025. This increase is driven primarily by a $1.4 million increase in advertising expense, offset by a $0.4 million decrease in stock compensation expense, a $0.1 million decrease in travel expense, and a $.06 million decrease in office supplies expense. Selling, general and administrative expenses as a percent of revenue was 54.6% and 51.5% for the three months ended June 30, 2026 and 2025, respectively.
Current wording
Selling, General and Administrative Expenses—Selling, general and administrative expenses increased $0.7 million, or 3.8%, for the three months ended September 30, 2026 compared to the same period in 2025. This increase is driven primarily by a $1.4 million increase in professional and legal fees, a $0.3 million increase in advertising expense and a $0.3 million increase in IT expenses. These increases were partially offset by a $1.1 million decrease in rent expense, reflecting the non-recurrence of rent acceleration recorded in the prior-year period in connection with the closure of our London facility, and a $0.2 million decrease in payroll expense, which included reversals of previously accrued severance and bonuses. Selling, general and administrative expenses as a percent of revenue was 63.4% and 55.8% for the three months ended September 30, 2026 and 2025, respectively.
Previous wording
Selling expenses consist of advertising costs for social, digital and traditional marketing and sales and marketing personnel. Total selling expenses were approximately $11.7 million and $9.9 million for the three months ended June 30, 2026 and 2025, respectively. Our customer acquisition costs were approximately $3,467 and $2,905 per customer in the three months ended June 30, 2026 and 2025, respectively. Selling expenses as a percentage of revenue may fluctuate from quarter to quarter based on the timing and scope of our initiatives and the related impact to our revenue.
Current wording
Selling expenses consist of advertising costs for social, digital and traditional marketing and sales and marketing personnel. Total selling expenses were approximately $9.4 million and $8.8 million for the three months ended September 30, 2026 and 2025, respectively. Our customer acquisition costs were approximately $3,767 and $3,145 per customer in the three months ended September 30, 2026 and 2025, respectively. Selling expenses as a percentage of revenue may fluctuate from quarter to quarter based on the timing and scope of our initiatives and the related impact to our revenue.
Previous wording
General and administrative expenses include employee-related expenses, including salaries and related costs (excluding physician and clinical cost included in cost of service), equity-based compensation, technology, operations, finance, legal, corporate office rent and human resources. General and administrative expenses were approximately $11.7 million and $12.8 million for the three months ended June 30, 2026 and 2025, respectively.
Current wording
General and administrative expenses include employee-related expenses, including salaries and related costs (excluding physician and clinical cost included in cost of service), equity-based compensation, technology, operations, finance, legal, corporate office rent and human resources. General and administrative expenses were approximately $10.9 million and $10.8 million for the three months ended September 30, 2026 and 2025, respectively.
Previous wording
Interest Expense, net—Interest expense was $1.0 million and $1.6 million for the three months ended June 30, 2026 and 2025, respectively. The $0.6 million decrease was related to principal prepayments which reduced the outstanding balance.
Current wording
Interest Expense, net—Interest expense was $1.2 million and $1.4 million for the three months ended September 30, 2026 and 2025, respectively. The $0.2 million decrease was related to a $0.4 million decrease in intereston our outstanding debt resulting from principal prepayments, partially offset by a $0.3 million increase in loan and finance costs.
Previous wording
Income Tax Expense—Our effective tax rate was 13.9% and 13.8% for the six months ended June 30, 2026 and 2025, respectively. The main drivers of the difference between the effective and statutory rate are non-deductible executive compensation under Section 162(m) of the Internal Revenue Code and also state taxes.
Current wording
Income Tax Expense— Our effective tax rate was (33.2)% and 14.7% for the three months ended September 30, 2026 and 2025, respectively. The main drivers of the difference between the effective and statutory rate for the three and nine months ended September 30, 2026 are the increase in the valuation allowance, non-deductible executive compensation under Section 162(m) of the Internal Revenue Code, and state taxes.
Previous wording
Revenue—Our revenue decreased $1.1 million, or 1.3%, for the six months ended June 30, 2026 compared to the same period in 2025. This decline was driven primarily by a 1.1% decrease in average selling price on a same-center basis, partially offset by a 1.1% increase in same-center case volume. Revenue in the prior-year period also benefited from the operations of the London clinic, which was closed as of December 31, 2025.
Current wording
Revenue—Our revenue decreased $4.1 million, or 3.5%, for the nine months ended September 30, 2026 compared to the same period in 2025. This decline was driven primarily by 2.1% decrease in same center volume and a .2% decrease in average selling price on a same-center basis. Revenue in the prior-year period also benefited from the operations of the London clinic, which was closed as of December 31, 2025.
Previous wording
Cost of Service—Our cost of service decreased $1.0 million, or 3.0%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The percentage decrease in cost of service is driven by the decrease in revenue when compared to the same period in 2025 due to the elimination of one center in the current period, as well as efficiencies gained in medical and supply costs. Cost of service was 39.1% and 39.8% as a percentage of revenue for the twelve months ended June 30, 2026 and 2025, respectively. The percentage decrease is primarily due to the decline in revenue and not being able to leverage certain fixed costs within cost of service such as rent and certain nursing costs.
Current wording
Cost of Service—Our cost of service decreased $2.9 million, or 6.1%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was driven by a $1.1 million decrease in physician fees, a $0.8 million decrease in nursing payroll, a $0.6 million decrease in facility rent, and a $0.4 million decrease in medical supplies, reflecting the elimination of one center in the current period and efficiencies gained in personnel, medical and supply costs. Cost of service was 39.5% and 40.6% as a percentage of revenue for thenine months ended September 30, 2026 and 2025, respectively.
Previous wording
Selling, General and Administrative Expenses—Selling, general and administrative expenses increased $1.6 million, or 3.5%, for the six months ended June 30, 2026 compared to the same period in 2025. This increase relates to a $2. million increase in advertising expense, a $0.5 million increase in payroll expenses, a $0.2 increase in professional service expenses offset by a $1.1 million decrease in stock compensation expense. Selling, general and administrative expenses as a percent of revenue were 55.9% and 53.3% for the six months ended June 30, 2026 and 2025, respectively.
Current wording
Selling, General and Administrative Expenses—Selling, general and administrative expenses increased $2.3 million, or 3.6%, for the nine months ended September 30, 2026 compared to the same period in 2025. This increase relates to a $2.4 million increase in advertising expense, a $1.7 million increase in professional and legal fees, a $0.6 million increase in payroll expenses, a $0.4 million increase in insurance expense, a $0.5 million increase in bank and processing fees, and a $0.2 million increase in legal settlement expense. These increases were partially offset by a $1.3 million decrease in rent expense, a $1.2 million decrease in stock compensation expense, a $0.5 million decrease in licenses and business taxes, a $0.4 million decrease in other selling expenses, and a $0.2 million decrease in miscellaneous income. Selling, general and administrative expenses as a percent of revenue were 58.0% and 54.0% for the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
Selling expenses consist of advertising costs for social, digital and traditional marketing and for sales and marketing personnel. Total selling expenses were approximately $22.2 million and $19.5 million for the six months ended June 30, 2026 and 2025, respectively. Our customer acquisition costs were approximately $3,433 and $3,010 per customer in the six months ended June 30, 2026 and 2025, respectively. Additionally, selling expenses as a percentage of revenue may fluctuate from quarter to quarter based on the timing and scope of our initiatives and the related impact to our revenue.
Current wording
Selling expenses consist of advertising costs for social, digital and traditional marketing and for sales and marketing personnel. Total selling expenses were approximately $31.5 million and $28.2 million for the nine months ended September 30, 2026 and 2025, respectively. Our customer acquisition costs were approximately $3,526 and $3,050 per customer in the nine months ended September 30, 2026 and 2025, respectively. Additionally, selling expenses as a percentage of revenue may fluctuate from quarter to quarter based on the timing and scope of our initiatives and the related impact to our revenue.
Previous wording
General and administrative expenses include employee-related expenses, including salaries and related costs (excluding physician and clinical costs included in cost of service), equity-based compensation, technology, operations, finance, legal, corporate office rent and human resources. General and administrative expense were approximately $23.8 million and $25.0 million for the six months ended June 30, 2026 and 2025, respectively.
Current wording
General and administrative expenses include employee-related expenses, including salaries and related costs (excluding physician and clinical costs included in cost of service), equity-based compensation, technology, operations, finance, legal, corporate office rent and human resources. General and administrative expense were approximately $34.7 million and $35.7 million for the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
Depreciation and Amortization—Depreciation and amortization decreased to approximately $6.0 million for the six months ended June 30, 2026 compared to $6.5 million for the same period in 2025.
Current wording
Depreciation and Amortization—Depreciation and amortization decreased to approximately $8.9 million for the nine months ended September 30, 2026 compared to $9.7 million for the same period in 2025.
Previous wording
Income Tax Expense— Our effective tax rate was 8.3% and 23.8% for the three months ended June 30, 2026 and 2025, respectively. The main driver of the difference between the effective and statutory rate is non-deductible executive compensation under Section 162(m) of the Internal Revenue Code.
Current wording
Income Tax Expense—Our effective tax rate was (12.9)% and 14.5% for the nine months ended September 30, 2026 and 2025, respectively. The main drivers of the difference between the effective and statutory rate for the three and nine months ended September 30, 2026 are the increase in the valuation allowance, non-deductible executive compensation under Section 162(m) of the Internal Revenue Code, and state taxes.
Previous wording
We principally rely on cash flows from operations as our primary source of liquidity and, if needed, up to $5.0 million in revolving loans under our revolving credit facility, subject to minimum liquidity draw requirements. In March 2025, we filed a Registration Statement on Form S-3 (File No. 333-285825) which covers the offer, issuance and sale, for an aggregate initial offering price not to exceed $100.0 million, of shares of common stock and preferred stock; debt securities; warrants to purchase common stock, preferred stock and/or debt securities; and units. We also commenced an at-the-market offering program, with Leerink Partners LLC (“Leerink”) acting as sales agent. This at-the-market offering program provides us with additional access to capital, as needed, subject to market conditions. During the quarter ended June 30, 2026, the Company sold approximately 973,000 shares of common stock through its at-the-market offering program for total net proceeds of approximately $5.0 million.
Current wording
Our principal sources of liquidity are cash on hand, proceeds from sales of our common stock under our at-the-market offering program, and, if needed, up to $5.0 million in revolving loans under our revolving credit facility, subject to minimum liquidity draw requirements. In March 2025, we filed a Registration Statement on Form S-3 (File No. 333-285825) which covers the offer, issuance and sale, for an aggregate initial offering price not to exceed $100.0 million, of shares of common stock and preferred stock; debt securities; warrants to purchase common stock, preferred stock and/or debt securities; and units. We also commenced an at-the-market offering program, with Leerink Partners LLC (“Leerink”) acting as sales agent. This at-the-market offering program provides us with additional access to capital, as needed, subject to market conditions. During the quarter ended September 30, 2026, the Company sold approximately 2.4 million shares of common stock through its at-the-market offering program for total net proceeds of approximately $7.19 million.
Previous wording
We believe that the cash expected to be generated from operations will be sufficient for our working capital requirements, liquidity obligations, and payments due under our existing credit facilities for at least the next 12 months.
Current wording
We believe that the cash expected to be generated from operations will be sufficient for our working capital requirements, liquidity obligations, and payments due under our existing credit facilities for at least the next 12 months. The term loans under our Credit Agreement, which had an outstanding principal balance of $37.2 million as of September 30, 2026, mature on November 15, 2027.
Previous wording
As of June 30, 2026, we had $18.8 million in cash and cash equivalents and an available amount of $5.0 million under our revolving credit facility. We did not have any letters of credit outstanding as of June 30, 2026.
Current wording
As of September 30, 2026, we had $15.2 million in cash and cash equivalents and an available amount of $5.0 million under our revolving credit facility. We did not have any letters of credit outstanding as of September 30, 2026.
Previous wording
As of June 30, 2025, we had $8.2 million in cash and cash equivalents and an available amount of $5.0 million under our revolving credit facility. We did not have any letters of credit outstanding as of June 30, 2025.
Current wording
As of September 30, 2025, we had $5.4 million in cash and cash equivalents and an available amount of $5.0 million under our revolving credit facility. We did not have any letters of credit outstanding as of September 30, 2025.
Previous wording
The primary source of our operating cash flow is the collection of patient payments received prior to performing surgical procedures. For the six months ended June 30, 2026, our operating cash flow decreased by $1.8 million compared to the same period in 2025.
Current wording
The primary source of our operating cash flow is the collection of patient payments received prior to performing surgical procedures. For the nine months ended September 30, 2026, our operating cash flow decreased by $5.1 million compared to the same period in 2025. The decrease is primarily attributed to weaker than expected revenue performance during the nine months ended September 30, 2026 as compared to the prior year period.
Previous wording
Net cash used in investing activities for the six months ended June 30, 2026 and 2025 was $0.3 million and $2.2 million, respectively. Investing activities in the six months ended June 30, 2026 relate primarily to maintenance capital expenditures. Investing activities during the six months ended June 30, 2025 relate primarily to final payments on our White Plains, NY location that opened in December 2024.
Current wording
Net cash used in investing activities for the nine months ended September 30, 2026 and 2025 was $0.5 million and $2.3 million, respectively. Investing activities in the nine months ended September 30, 2026 relate primarily to capitalized software. Investing activities during the nine months ended September 30, 2025 relate primarily to final payments on our White Plains, NY location that opened in December 2024.
Previous wording
Net cash used in financing activities during the six months ended June 30, 2026 was $6.6 million. During the six months ended June 30, 2026, we received net proceeds of $19.6 million from the at-the-market offering, made principal payments on our debt of $12.7 million and made payments of taxes withheld through vested equity-based compensation of $0.2 million.
Current wording
Net cash provided by financing activities during the nine months ended September 30, 2026 was $6.7 million. During the nine months ended September 30, 2026, we received net proceeds of $26.7 million from the at-the-market offering, made principal payments on our debt of $19.8 million and made payments of taxes withheld through vested equity-based compensation of $0.2 million.
Previous wording
Net cash used in financing activities for the six months ended June 30, 2025 was $3.7 million. For the six months ended June 30, 2025, we received net proceeds of $14.0 million from an underwritten public offering and made principal payments on our debt of $12.0 million, payments for debt modification of $0.2 million and payments of taxes withheld through vested equity-based compensation of $0.1 million.
Current wording
Net cash used in financing activities for the nine months ended September 30, 2025 was $6.1 million. For the nine months ended September 30, 2025, we received net proceeds of $13.8 million from an underwritten public offering and made principal payments on our debt of $12.9 million, payments for debt modification of $0.3 million and payments of taxes withheld through vested equity-based compensation of $0.1 million.
Previous wording
On March 14, 2025, the Company entered into a sales agreement (the “ATM Agreement”) with Leerink, as sales agent, in connection with an at-the-market offering program under which the Company may offer and sell, from time to time in our sole discretion, shares of our common stock having an aggregate offering price of up to $50.0 million at prices and on terms to be determined by market conditions at the time of offering. The $50.0 million of common stock that may be offered, issued and sold under the ATM Agreement is included in the $100.0 million of securities that may be offered, issued and sold by us under our Registration Statement on Form S-3 (File No. 333-285825). The Company and Leerink each have the right to suspend or terminate the ATM Agreement in each party’s sole discretion at any time.
Current wording
On March 14, 2025, the Company entered into a sales agreement (the “ATM Agreement”) with Leerink, as sales agent, in connection with an at-the-market offering program under which the Company may offer and sell, from time to time in our sole discretion, shares of our common stock having an aggregate offering price of up to $50.0 million at prices and on terms to be determined by market conditions at the time of offering. The $50.0 million of common stock that may be offered, issued and sold under the ATM Agreement is included in the $100.0 million of securities that may be offered, issued and sold by us under our Registration Statement on Form S-3 (File No. 333-285825). The Company and Leerink each have the right to suspend or terminate the ATM Agreement in each party’s sole discretion at any time. As of September 30, 2026, the Company had sold an aggregate of 11,504,516 shares of common stock under the ATM Agreement for aggregate gross proceeds of approximately $33.4 million, and approximately $16.6 million remained available for sale under the ATM Agreement.
Previous wording
In addition, under the Fourth Amendment, 50% of the net cash proceeds of any future issuance of our equity securities (other than issuances under our equity incentive plans) must be applied to prepay the term loans. As a result, only approximately half of the net proceeds we may raise under our at-the-market offering program will be available to fund our operations and other general corporate purposes, which reduces the liquidity otherwise available to us through equity issuances and may cause us to rely more heavily on cash generated from operations. The Fourth Amendment also requires us to make $5.0 million of mandatory term-loan payments in 2026 ($2.5 million paid upon signing and an additional $2.5 million payable on or before September 30, 2026).
Current wording
In addition, under the Fourth Amendment, which was executed on August 7, 2026, 50% of the net cash proceeds of any issuance of our equity securities after that date (other than issuances under our equity incentive plans) must be applied to prepay the term loans. As a result, only approximately half of the net cash proceeds we raised under our at-the-market offering program after August 7, 2026 per the Fourth Amendment will be available to fund our operations and other general corporate purposes. The Credit Agreement was repaid in full and terminated in connection with the closing of the Blue Torch Financing Agreement, and the Blue Torch Financing Agreement does not require us to apply the net proceeds of equity issuances generally to prepay the loans, other than the proceeds of equity issued to cure certain financial covenant defaults. The Fourth Amendment also required us to make $5.0 million of mandatory term-loan payments in 2026 ($2.5 million paid upon signing and an additional $2.5 million paid on or before September 30, 2026).
Previous wording
In the three and six months ended June 30, 2026, the Company sold the following quantities of our common stock pursuant to the ATM Agreement for total net proceeds of approximately $5.0 million and $19.6 million:
Current wording
In the three and nine months ended September 30, 2026, the Company sold the following quantities of our common stock pursuant to the ATM Agreement for total net proceeds of approximately $7.2 million and $26.7 million:
Previous wording
The carrying value of our total indebtedness was $43.6 million and $56.0 million, which includes unamortized deferred financing costs and issuance discount of $0.6 million and $0.9 million as of June 30, 2026 and December 31, 2025, respectively.
Current wording
The carrying value of our total indebtedness was $36.7 million and $56.0 million, which includes unamortized deferred financing costs and issuance discount of $0.5 million and $0.9 million as of September 30, 2026 and December 31, 2025, respectively.
Previous wording
On March 12, 2025, the Company entered into an amendment to the Credit Agreement (the "Third Amendment"). Under the terms of the Third Amendment, the parties thereto agreed to modify certain financial condition covenants made by the Company in the Credit Agreement, such that (i) the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of the Company and its subsidiaries as of the last day of the fiscal quarters ending March 31, 2025 and June 30, 2025 must be no less than 0.50x and 1.10x, respectively, and no less than 1.25x on the last day of the fiscal quarters ending September 30, 2025 and thereafter, instead of 1.10x as of March 31, 2025 and 1.25x as of June 30, 2025 and thereafter, as previously set forth in the Credit Agreement; (ii) the Consolidated Leverage Ratio (as defined in the Credit Agreement) of the Company and its subsidiaries as of the last day of the fiscal quarters ending March 31, 2025, June 30, 2025, September 30, 2025, December 31, 2025 and March 31, 2026, must not exceed 4.25x, 3.50x, 3.25x, 3.25x, and 2.75x, respectively, and the Consolidated Leverage Ratio as of the last day of each fiscal quarter thereafter must not exceed 2.25x, instead of 3.25x as of March 31, 2025, 2.75x as of June 30, 2025, and 2.25x thereafter, as previously set forth in the Credit Agreement; (iii) the Company and its subsidiaries will be required to maintain minimum Liquidity (as defined in the Credit Agreement) of not less than (A) $3.0 million as of the last day of the month ending March 31, 2025, (B) $5.0 million as of the last day of the month ending April 30, 2025, and (C) $7.5 million as of the last day of the month ending May 31, 2025 and thereafter (or the last day of each fiscal quarter thereafter upon the satisfaction of certain financial tests described therein); and (iv) new liquidity and financial reporting requirements have been added.
Current wording
Agreement) of the Company and its subsidiaries as of the last day of the fiscal quarters ending March 31, 2025, June 30, 2025, September 30, 2025, December 31, 2025 and March 31, 2026, must not exceed 4.25x, 3.50x, 3.25x, 3.25x, and 2.75x, respectively, and the Consolidated Leverage Ratio as of the last day of each fiscal quarter thereafter must not exceed 2.25x, instead of 3.25x as of March 31, 2025, 2.75x as of June 30, 2025, and 2.25x thereafter, as previously set forth in the Credit Agreement; (iii) the Company and its subsidiaries will be required to maintain minimum Liquidity (as defined in the Credit Agreement) of not less than (A) $3.0 million as of the last day of the month ending March 31, 2025, (B) $5.0 million as of the last day of the month ending April 30, 2025, and (C) $7.5 million as of the last day of the months ending May 31, 2025 and thereafter (or the last day of each fiscal quarter thereafter upon the satisfaction of certain financial tests described therein); and (iv) new liquidity and financial reporting requirements have been added.
Previous wording
In addition to revising the covenants listed above, the Third Amendment revised or added new terms such that (i) for outstanding loans, beginning on or about July 1, 2025, the applicable per annum margin would be increased to 3.75% or 4.75% for base rate or SOFR (as defined in the Credit Agreement), respectively, if the Company's total leverage ratio was equal to or greater than 3.00x, 3.50% or 4.50% for base rate or SOFR, respectively, if the Company's total leverage ratio was equal to or greater than 2.00x and less than 3.00x, and 3.25% or 4.25% for base rate or SOFR, respectively, if the Company's total leverage ratio was below 2.00x, (ii) the term loan and revolving credit facility will mature on May 11, 2027 (instead of November 7, 2027); (iii) Liquidity in excess of $3.0 million will be used to repay the outstanding funds drawn on the revolving credit facility on a monthly basis beginning April 30, 2025; (iv) revolver draws will be subject to compliance with the minimum Liquidity covenant; (v) the Company will be required to reimburse Silicon Valley Bank ("SVB") for certain fees and expenses relating to the engagement of a financial advisor, and (vi) 100% of first $10.0 million of any equity proceeds will be used to repay the term loan and revolving credit facility, subject to the following carve-outs (A) the first $3.0 million of equity proceeds (B) any equity proceeds received from Vesey Street Capital Partners, L.L.C., our private equity sponsor ("Sponsor"). In consideration for the Third Amendment, the Company paid a fee equal to 0.15% of the outstanding loans to consenting Lenders (as defined in the Credit Agreement) and a $0.125 million arrangement fee to Silicon Valley Bank. On March 12, 2025, in connection with the Third Amendment, the Company, SVB and our Sponsor (through certain affiliated entities) entered into that certain limited guarantee by and among Vesey Street Capital Partners Healthcare Fund, L.P., Vesey Street Capital Partners Healthcare Fund-A, L.P., and the Company (the "Limited Guarantee"), pursuant to which our Sponsor agreed to provide a $10.0 million limited guaranty of the Company’s obligations under the Credit Agreement. The Limited Guarantee was callable on June 15, 2025 (or upon the earlier occurrence of certain defaults described therein) in the Company had not prepaid the term loans (excluding regularly scheduled amortization) by $10.0 million as of such date. On June 13, 2025, the Company made a $10.0 million principal payment on the term loans in accordance with the Third Amendment using proceeds from its underwritten public offering completed on June 11, 2025. The Limited Guarantee automatically terminated on March 12, 2026 following the prepayment of the term loans in an aggregate amount of $20.0 million since the date of the Limited Guarantee.
Current wording
In addition to revising the covenants listed above, the Third Amendment revised or added new terms such that (i) for outstanding loans, beginning on or about July 1, 2025, the applicable per annum margin would be increased to 3.75% or 4.75% for base rate or SOFR (as defined in the Credit Agreement), respectively, if the Company's total leverage ratio was equal to or greater than 3.00x, 3.50% or 4.50% for base rate or SOFR, respectively, if the Company's total leverage ratio was equal to or greater than 2.00x and less than 3.00x, and 3.25% or 4.25% for base rate or SOFR, respectively, if the Company's total leverage ratio was below 2.00x, (ii) the term loan and revolving credit facility will mature on May 11, 2027 (instead of November 7, 2027); (iii) Liquidity in excess of $3.0 million will be used to repay the outstanding funds drawn on the revolving credit facility on a monthly basis beginning April 30, 2025; (iv) revolver draws will be subject to compliance with the minimum Liquidity covenant; (v) the Company will be required to reimburse Silicon Valley Bank ("SVB") for certain fees and expenses relating to the engagement of a financial advisor, and (vi) 100% of the first $10.0 million of any equity proceeds will be used to repay the term loan and revolving credit facility, subject to the following carve-outs (A) the first $3.0 million of equity proceeds; and (B) any equity proceeds received from Vesey Street Capital Partners, L.L.C., our private equity sponsor ("Sponsor"). In consideration for the Third Amendment, the Company paid a fee equal to 0.15% of the outstanding loans to consenting Lenders (as defined in the Credit Agreement) and a $0.125 million arrangement fee to SVB. On March 12, 2025, in connection with the Third Amendment, the Company, SVB and our Sponsor (through certain affiliated entities) entered into that certain limited guarantee by and among Vesey Street Capital Partners Healthcare Fund, L.P., Vesey Street Capital Partners Healthcare Fund-A, L.P., SVB, and the Company (the "Limited Guarantee"), pursuant to which our Sponsor agreed to provide a $10.0 million limited guaranty of the Company’s obligations under the Credit Agreement. The Limited Guarantee was callable on June 15, 2025 (or upon the earlier occurrence of certain defaults described therein) if the Company had not prepaid the term loans (excluding regularly scheduled amortization) by $10.0 million as of such date. On June 13, 2025, the Company made a $10.0 million principal payment on the term loans in accordance with the Third Amendment using proceeds from its underwritten public offering completed on June 11, 2025. The Limited Guarantee automatically terminated on March 12, 2026 following the prepayment of the term loans in an aggregate amount of $20.0 million since the date of the Limited Guarantee.
Previous wording
On August 7, 2026, the Company entered into a further amendment to the Credit Agreement (the "Fourth Amendment") to, among other things: (i) extend the maturity date of the term loan and revolving credit facility to November 15, 2027 (approximately a six-month extension from the previous May 11, 2027 maturity date); (ii) require the Company to make a $2.5 million payment to the Lenders upon signing of the Fourth Amendment; (iii) require the Company to make an additional $2.5 million payment on or before September 30, 2026; (iv) require that 50% of the net proceeds of any future equity issuances (other than issuances under our equity incentive plans) be applied to prepay the term loans, in addition to amounts otherwise required to be applied under the Credit Agreement, (v) require the Company to provide biweekly updates on a conference call with the Lenders with respect to the status of its efforts to cause the Discharge of Obligations (as defined in the Credit Agreement); and (vi) require the Company, if the Discharge of Obligations has not occurred by October 31, 2026, to retain one or more investment banks reasonably satisfactory to the Administrative Agent (as defined in the Credit Agreement) to cause the Discharge of Obligations to occur, whether by obtaining replacement debt refinancing or otherwise. The Company is evaluating if the amendment is a modification or extinguishment and has not completed the accounting for debt issuance costs.
Current wording
On August 7, 2026, the Company entered into a further amendment to the Credit Agreement (the "Fourth Amendment") to, among other things: (i) extend the maturity date of the term loan and revolving credit facility to November 15, 2027 (approximately a six-month extension from the previous May 11, 2027 maturity date); (ii) require the Company to make a $2.5 million payment to the Lenders upon signing of the Fourth Amendment; (iii) require the Company to make an additional $2.5 million payment on or before September 30, 2026; (iv) require that 50% of the net proceeds of any future equity issuances (other than issuances under our equity incentive plans) be applied to prepay the term loans, in addition to amounts otherwise required to be applied under the Credit Agreement; (v) require the Company to provide biweekly updates on a conference call with the Lenders with respect to the status of its efforts to cause the Discharge of Obligations (as defined in the Credit Agreement); and (vi) require the Company, if the Discharge of Obligations has not occurred by October 31, 2026, to retain one or more investment banks reasonably satisfactory to the Administrative Agent (as defined in the Credit Agreement) to cause the Discharge of Obligations to occur, whether by obtaining replacement debt financing or otherwise. The Company determined the amendment is a modification.
Previous wording
As of June 30, 2026, the interest rate under the Credit Agreement was 8.39%.
Current wording
As of September 30, 2026, the interest rate under the Credit Agreement was 8.15%.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On March 12, 2025, the Company entered into an amendment to the Credit Agreement (the "Third Amendment"). Under the terms of the Third Amendment, the parties thereto agreed to modify certain financial condition covenants made by the Company in the Credit Agreement, such that (i) the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of the Company and its subsidiaries as of the last day of the fiscal quarters ending March 31, 2025 and June 30, 2025 must be no less than 0.50x and 1.10x, respectively, and no less than 1.25x on the last day of the fiscal quarters ending September 30, 2025 and thereafter, instead of 1.10x as of March 31, 2025 and 1.25x as of June 30, 2025 and thereafter, as previously set forth in the Credit Agreement; (ii) the Consolidated Leverage Ratio (as defined in the Credit