Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosure.
As of the end of the period covered by this Annual Report on Form 10-K, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e). Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2023.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, including our principal executive officer and principal financial officer, has assessed the effectiveness of our internal control over financial reporting as of December 31, 2023, based on criteria established in the framework Internal Control-Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.
Our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.
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Changes in Internal Controls Over Financial Reporting
There were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the quarter ended December 31, 2023.
Limitations on the Effectiveness of Controls
Our management, including the Chief Executive Officer and the Chief Financial Officer, recognizes that any set of controls and procedures, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of controls. For these reasons, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures
None.
Item 9B. Other Information
The Company currently anticipates that it will hold its virtual 2024 Annual Meeting of Stockholders on May 7, 2024.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information called for by Item 10 is incorporated herein by reference to the definitive Proxy Statement of the Company relating to the 2024 Annual Meeting of Stockholders (the "Definitive Proxy Statement"), which the Company intends to file within 120 days after the close of its fiscal year ended December 31, 2023.
Item 11. Executive Compensation
The information called for by Item 11 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10.
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
The information called for by Item 12 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information called for by Item 13 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10.
Item 14. Principal Accounting Fees and Services
The information called for by Item 14 is incorporated herein by reference to the Definitive Proxy Statement referenced above in Item 10.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Financial Statements, Financial Statement Schedules and Exhibits
(1) Financial Statements;
Our Consolidated Financial Statements and Notes thereto are set forth starting on page 83 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules;
All financial schedules have been omitted either because they are not applicable or because the required information is provided in our Consolidated Financial Statements and Notes thereto, starting on page 83 of this Annual Report on Form 10-K.
(3) Exhibits:
The exhibits listed below are filed as part of or incorporated by reference into this Annual Report on Form 10-K.
Incorporated by Reference
Exhibit Description Schedule/Form File Number Exhibit File
Date
3.1 Amended and Restated Articles of Incorporation
10-Q 001-40973 3.1 8/11/23
3.2 Amended and Restated Bylaws
10-Q 001-40973 3.2 12/03/21
4.1 Specimen Common Stock Certificate evidencing the shares of Common Stock
S-1/A 333-260067 4.1 10/28/21
4.2 Registration Rights Agreement by and between the Company and the Sponsor, dated November 2, 2021
10-Q 001-40973 10.15 12/03/21
4.3 Stockholders Agreement by and between the Company, VSCP EBS Aggregator, LP, Dr. Aaron Rollins, and JCBI II LLC, dated November 2, 2021
10-Q 001-40973 10.16 12/03/21
4.4 Description of Registrant’s Securities
10-K 001-40973 4.4 03/11/22
10.1 Form of Indemnification Agreement by and between the Company and each of its directors and officers
10-Q 001-40973 10.1 12/03/21
10.2 Credit Agreement dated as of November 7, 2022, among AirSculpt Technologies, Inc., as Holdings, EBS Intermediate Parent LLC, as Intermediate Holdings, EBS Enterprises LLC, as the Borrower, the several lenders from time to time party hereto, and Silicon Valley Bank, as Administrative Agent, Issuing Lender and Swingline Lender
8-K 001-40973 10.1 11/09/22
10.3 Form of Management Services Agreement
10-Q 001-40973 10.3 12/03/21
10.4 Form of Continuity Agreement
10-Q 001-40973 10.4 12/03/21
10.5† 2021 Equity Incentive Plan
10-Q 001-40973 10.6 12/03/21
10.6† Employment Agreement between the Company and Todd Magazine, dated December 29, 2022
8-K 001-40973 10.1 01/06/23
10.7† Separation and General Release Agreement between the Company and Ronald Zelhof, dated December 30, 2022
8-K 001-40973 10.2 01/06/23
10.8† Second Amended and Restated Employment Agreement between the Company and Dr. Rollins, dated January 3, 2023
8-K 001-40973 10.30 01/06/23
10.9† Amended and Restated Employment Agreement between EBS Enterprises, LLC and Dennis Dean
10-Q 001-40973 10.10 12/03/21
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10.10† Form of AirSculpt Technologies, Inc. RSU Award Grant Notice and Award Agreement (IPO Grants)
10-Q 001-40973 10.7 12/03/21
10.11† Form of AirSculpt Technologies, Inc. PSU Award Grant Notice and Award Agreement (IPO Grants)
10-Q 001-40973 10.8 12/03/21
10.12† Form of AirSculpt Technologies, Inc. 2021 RSU Award Grant Notice and Award Agreement
10-Q 001-40973 10.12 12/03/21
10.13† Employee Covenants Agreement, dated as of October 2, 2018, by and between EBS Enterprises, LLC and Dr. Aaron Rollins
10-Q 001-40973 10.13 12/03/21
10.14† First Amendment to Employee Covenants Agreement, dated as of October 5, 2021, by and between EBS Enterprises, LLC and Dr. Aaron Rollins
10-Q 001-40973 10.14 12/03/21
10.15† Form of AirSculpt Technologies, Inc. 2022 PSU Award Grant Notice and Award Agreement
8-K 001-40973 10.1 03/03/21
21.1 List of Subsidiaries
S-1/A 333-260067 21.1 10/28/21
23.1 Consent of Grant Thornton LLP
24.1 Power of Attorney (set forth on the signature page to this Annual Report on Form 10-K)
31.1 Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2 Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1 Certification of the Chief Executive Officer and the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
97 Compensation Clawback Policy, effective as of October 2, 2023
101.INS Inline XBRL Instance (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL Inline XBRL Taxonomy Extension Calculation
101.LAB Inline XBRL Taxonomy Extension Labels
101.PRE Inline XBRL Taxonomy Extension Presentation
101.DEF Inline XBRL Taxonomy Extension Definition
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
† Indicates a management or compensatory plan or arrangement in which directors or executive officers are eligible to participate.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AIRSCULPT TECHNOLOGIES, INC.
Date: February 27, 2024
By: /s/ Todd Magazine
Todd Magazine
Chief Executive Officer
(Principal Executive Officer)
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd Magazine and Dennis Dean, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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SIGNATURES TITLE DATE
/s/ Todd Magazine Chief Executive Officer, Director
(Principal Executive Officer) February 27, 2024
Todd Magazine
/s/ Dennis Dean Chief Financial Officer
(Principal Financial and Accounting Officer) February 27, 2024
Dennis Dean
/s/ Dr. Aaron Rollins Executive Chairman of the Board February 27, 2024
Dr. Aaron Rollins
/s/ Adam Feinstein Director February 27, 2024
Adam Feinstein
/s/ Daniel Sollof Director February 27, 2024
Daniel Sollof
/s/ Caroline Chu Director February 27, 2024
Caroline Chu
/s/ Thomas Aaron Director February 27, 2024
Thomas Aaron
/s/ Kenneth Higgins Director February 27, 2024
Kenneth Higgins
/s/ Pamela Netzky Director February 27, 2024
Pamela Netzky
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