Airsculpt Technologies, Inc.

Except to the extent updated below or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, "Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations"), there were no material changes to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2025.

Our indebtedness under the Blue Torch Financing Agreement contains financial maintenance and other covenants, and a failure to comply could result in an event of default.

Our obligations under the Blue Torch Financing Agreement are secured by substantially all of our assets and require us to comply with a maximum Leverage Ratio, a minimum Fixed Charge Coverage Ratio and a minimum average weekly Liquidity requirement, each as described in Part I, Item 2 of this Quarterly Report and in our Current Report on Form 8-K filed on November 5, 2026. The Leverage Ratio and Fixed Charge Coverage Ratio covenants are first tested for the fiscal quarter ending December 31, 2026. Our results have declined in recent periods, and we may be unable to comply with these covenants. Our right to cure a breach of the Leverage Ratio or Fixed Charge Coverage Ratio covenant with equity may be exercised no more than five times and not in consecutive fiscal quarters, does not extend to the minimum Liquidity covenant, and requires that the proceeds be applied to prepay the loans. If we breach a covenant or otherwise default, the lenders could accelerate the loans and exercise their remedies against substantially all of our assets, which would have a material adverse effect on our business, financial condition and results of operations. Borrowings bear interest at a floating rate based on Term SOFR plus an applicable margin of up to 7.75%, which is higher than the 8.15% rate in effect under the Credit Agreement as of September 30, 2026, and certain prepayments may be subject to a premium.

Our ability to raise capital under our shelf registration statement may be limited by the SEC’s “baby shelf rules.”

Under current SEC regulations, if 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. We may be subject to these limitations, other than with respect to shares remaining available for sale under our existing at-the-market offering program. If our ability to sell securities under our shelf registration statement is limited, we may need to conduct offerings under a registration statement on Form S-1 or in transactions exempt from registration, which would likely take more time and be more costly, and we may be unable to raise capital when needed, including to repay or refinance our indebtedness under the Credit Agreement.

Changes in how consumers search for information, including the increasing use of generative AI, may reduce traffic to our website and adversely affect our ability to attract new patients.

Our patient acquisition depends significantly on prospective patients finding our website and scheduling consultations through search engine results and digital marketing. Search engines and other platforms are increasingly integrating generative artificial intelligence (“AI”) features, and consumers are increasingly using AI chatbots, that provide direct answers to queries without directing users to the websites of the underlying providers. As a result, our website has experienced, and may continue to experience, lower search-driven traffic and fewer consultation requests. We do not control how AI-driven search tools select, rank, or present information about our services, and we may be unable to adapt our marketing strategy quickly or cost-effectively enough to maintain our visibility. If we are unable to maintain or increase our visibility in AI-generated responses, or if we must increase our marketing spend to offset reduced organic traffic, our patient acquisition costs may rise, our revenues may decline, and our business, financial condition and results of operations could be adversely affected.