What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-17 · 152 added, 111 removed, 716 unchanged (27% of the section changed)

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Changes in Internal Control Over Financial Reporting

We rely extensively on information systems to manage our business and summarize and report our financial condition, results of operations and cash flows.

In 2020, implemented a new global enterprise resource planning (“ERP”) system, which replaced much of our existing core financial systems in the first quarter of 2021.

The ERP system is designed to accurately maintain our financial records, enhance the flow of financial information, improve data management and provide timely information to our management team.

As a result of this implementation, certain internal controls over financial reporting have been automated, modified or implemented to address the new environment associated with this type of system.

Other than the ERP system implementation noted above, there has not been any change in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our quarter ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There has not been any change in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our year ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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Andrew Makrides 81 Chairman of the Board December 1982

Waldman 75 Director March 2011

Waldman 76 Lead Independent Director March 2011

Michael Geraghty 75 Director March 2011

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Wendy Levine 50 Director August 2021

Board Diversity Matrix

The matrix below reflects our Board’s gender and racial characteristics and LGBTQ+ status, based on the self-identification of our directors.

Each of the categories listed below has the meaning as it is used in Nasdaq Rule 5605(f).

APYX MEDICAL CORPORATION

Board Diversity Summary as of December 31, 2021

Board Diversity Matrix (as of December 31, 2022 and 2021)

Total Number of Directors 8

Makrides Goodwin Waldman Andres Geraghty Swandal Baylor-Henry Levine

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Did Not Disclose Demographic Background

Years 39 4 11 7 11 4 2 < 1 year

Knowledge, Skills and Experience

Public Company Board Experience X X X X

Knowledge, Skills and Experience Matrix

The matrix below summarizes certain of the key experiences, qualifications, skills, and attributes that our directors bring to the Board to enable effective oversight.

This matrix is intended only to provide a summary of our directors’ qualifications and is not a complete listing of each director’s strengths and contributions to the Board.

Additional information on each director is set forth in their respective biography.

Knowledge, Skills and Experience Matrix

Makrides Goodwin Waldman Andres Geraghty Swandal Baylor-Henry Levine

Public Company Board Experience X X X X X X X

Financial X X X

Risk Management X X X

Corporate Governance\Ethics X X X X

Corporate Governance\Ethics X X X X X

Legal\Regulatory X X X X

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Technology X X X X

Medical Device Industry X X X X X X

Andrew Makrides , Esq.

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Makrides employment contract expired December 31, 2016.

Makrides has over 30 years of executive experience in the medical industry.

Makrides has over 30 years of executive experience in the medical device industry.

The Company believes Mr.

Makrides is qualified to serve as Chairman because of his over 30 years of experience in the medical device industry as well as with his previous tenure with the Company.

Goodwin , age 55, Chief Executive Officer and a Director of Apyx Medical since December 2017, is an accomplished senior executive with over 25 years of experience in the healthcare industry.

Goodwin , age 57, Chief Executive Officer and a Director of Apyx Medical since December 2017, is an

APYX MEDICAL CORPORATION

accomplished senior executive with over 25 years of experience in the healthcare industry.

Before joining Apyx Medical in December 2017, Mr.

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As President of Gyrus ACMI’s surgical division, Mr.

Goodwin developed the company’s global distribution network and achieved average annual sales growth of 35% for three consecutive years, resulting in a promotion to President of

APYX MEDICAL CORPORATION

Worldwide Sales in 2007.

Goodwin developed the company’s global distribution network and achieved average annual sales growth of 35% for three consecutive years, resulting in a promotion to President of Worldwide Sales in 2007.

As President of Worldwide Sales for Gyrus ACMI, Mr.

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Goodwin held this position for five years before joining MIS Implants Technologies, Inc.

In March, 2022 Mr.

Goodwin joined the Board of ZSX Medical, LLC, a clinical stage medical device company improving minimally-invasive surgery.

Goodwin holds a B.A.

Finance and Economics from Eastern Washington University.

in Finance and Economics from Eastern Washington University.

The Company believes Mr.

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Citronowicz’s employment contract extends to December 31, 2023.

Waldman, CPA , age 75, Director since March 2011 and Audit Committee Chairperson.

Waldman, CPA , age 76, Director since March 2011, Lead Independent Director, and Audit Committee Chair.

Waldman has over thirty-five years of experience in public accounting.

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Waldman was elected to the Board of Directors of Comtech Telecommunications Corp.

in August of 2015 and since December 2015, serves as Chair of its audit committee, and since December 17, 2021 serves as its Independent Lead Director.

in August, 2015 and since December 2015, serves as Chair of its Audit Committee, and since December 17, 2021 serves as its Lead Independent Director.

In October 2016, Mr.

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Waldman was appointed to serve as non-Executive Chairman of the Board of CVD Equipment Corporation.

Waldman served through October 2018 as a member of the Board of Directors of Northstar/ RXR Metro Income Fund, a non-traded Real Estate Investment Trust and has served as a member of its audit committee since 2014.

Waldman also served through October 2018 as a member of the Board of Directors of Northstar/ RXR Metro Income Fund, a non-traded Real Estate Investment Trust, where he

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also had served as a member of its Audit Committee starting in 2014.

Waldman is also the Chair of the Supervisory Committee of Bethpage Federal Credit Union.

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The Company believes Mr.

Waldman is qualified to serve as Director, Audit Committee Chair and Lead Independent Director because of his over 35 years experience in public accounting and his positions on various boards.

Michael Geraghty , age 74, has served as a director since March 2010 and was previously employed as the President of Global Sales at Optos, Inc., a developer and manufacturer of retinal imaging devices for screening, detection and diagnosis of eye

APYX MEDICAL CORPORATION

related conditions.

Waldman is qualified to serve as Director, Audit Committee Chair and Lead Independent Director because of his over 35 years of experience in public accounting and his positions on various boards.

Michael Geraghty , age 75, Director since March 2010 and Compensation Committee Chair.

Geraghty was previously employed as the President of Global Sales at Optos, Inc., a developer and manufacturer of retinal imaging devices for screening, detection and diagnosis of eye related conditions.

From 2005 through 2008, he was the President of International Sales at Gyrus Acmi where he first started in 2000 as Senior Vice President of Sales for Gyrus Medical.

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Swandal is qualified to serve as Director because of his extensive experience in manufacturing operations.

John Andres , age 64, Vice Chairman of the Board of Directors and Nominating Chair since July 2014, has over thirty years of experience in the medical device industry.

John Andres , age 65, Vice Chairman of the Board of Directors and Governance and Nominating Committee Chair since July 2014, has over thirty years of experience in the medical device industry.

Since April, 2004, Mr.

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He also is a partner of Hawk Healthcare, LLC, which provides strategic transaction management to private individuals and companies.

Andres joined the Longeviti Neuro Solutions, LLC Board of Directors which is developing cranial implant products for cranial reconstruction.

Andres joined the Board of Directors of Adaptilens, LLC, which is developing an accommodating intraocular lens.

Andres joined the Board of Directors of Longeviti Neuro Solutions, LLC which develops and sells cranial implant products for cranial reconstruction.

Andres helped found K2M, Inc.

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Andres is qualified to serve as a director because of his extensive experience in patent and business strategy development and execution in the medical device industry.

APYX MEDICAL CORPORATION

Minnie Baylor-Henry , age 75, Director and Regulatory Compliance Committee Chair since August 2019.

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Prior to joining the private sector, she worked for the US Food & Drug Administration (1991-1999) in many roles, including serving as the Director of the Division of Drug, Marketing, Advertising & Communications and the FDA’s National Health Fraud Coordinator.

APYX MEDICAL CORPORATION

Baylor-Henry joined the Board of Directors of scPharmaceuticals, a publicly-held company focused on developing technologies that enable subcutaneous administration of therapies and in 20 she stepped down from the Board of Directors of PolarityTE, a publicly- held regenerative medicine company.

She joined the Board of Directors of Paratek Pharmaceuticals, a publicly-held company focused on solutions for patients with infectious diseases.

She joined the Board of Directors of Paratek Pharmaceuticals, a publicly-held company focused on solutions for patients with infectious diseases in 2021.

In March, 2022, she joined the Board of Directors of Lantheus Holdings, LLC, an innovative diagnostics and targeted therapeutics company.

Baylor-Henry received her pharmacy degree from Howard University’s College of Pharmacy and a law degree from Catholic University’s Columbus School of Law.

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The Lead Independent Director is also responsible for meeting, from time to time, with the Company’s Compensation Committee to discuss the Chief Executive Officer’s performance.

APYX MEDICAL CORPORATION

The Company’s Corporate Governance Policies also contain several features which the Company believes will ensure that the Board maintains effective and independent oversight of management, including the following:

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Goodwin is best suited for leading discussions, at the Board level, regarding performance relative to our corporate strategy and this discussion accounts for a significant portion of the time devoted at our Board meetings.

APYX MEDICAL CORPORATION

Board Evaluations

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During 2022, our Audit Committee consisted of four independent members of the Board of Directors, Lawrence J.

Waldman, John Andres, Michael Geraghty and Craig Swandal.

APYX MEDICAL CORPORATION

John Andres, Michael Geraghty and Craig Swandal.

As a smaller reporting company, we are required to have at least two independent members comprising our Audit Committee in accordance with Rule 10A-3 of the Securities Exchange Act of 1934 and the rules of The NASDAQ Stock Market LLC.

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The Governance and Nominating Committee is responsible for matters relating to the corporate governance of our company and the nomination of members of the board and committees thereof.

The Governance and Nominating Committee also provides oversight to the Company over its Environmental, Social and Governance (“ESG”) initiatives.

During 2022, our Governance and Nominating Committee consisted of three independent members of the Board of Directors, John Andres who serves as Chairperson, Lawrence J.

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The Governance and Nominating Committee meets as often as it determines necessary, but not less than once a year.

APYX MEDICAL CORPORATION

During March 2022, the Board appointed Minnie Baylor-Henry as a member of the Governance and Nominating Committee.

Compensation Committee

The Compensation Committee is responsible for overseeing our compensation and employee benefit plans (including those involving the issuance of our equity securities) and practices, including formulating, evaluating and approving the compensation of our executive officers and reviewing and recommending to the full Board of Directors the compensation of our Chief Executive Officer.

During 2021, our Compensation Committee consisted of three independent members of the Board of Directors, Michael Geraghty who served as Chairperson, John Andres and Lawrence J.

During 2022, our Compensation Committee consisted of four independent members of the Board of Directors, Michael Geraghty who served as Chairperson, John Andres, Lawrence J.

Waldman and Wendy Levine.

The Compensation Committee meets as often as it determines necessary, but not less than once a year.

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The Regulatory Compliance Committee meets as often as it determines necessary, but not less than once a year.

The table below indicates the current membership of each committee and how many times the Board and each committee met and/or acted by written consent in 2022:

Board Audit Governance

Nominating Compensation Regulatory Compliance

Andrew Makrides Chair

Goodwin Member

John Andres Vice Chair Member Chair Member Member

Michael Geraghty Member Member

Waldman Member Chair** Member Member

Craig Swandal Member Member Member

Minnie Baylor-Henry Member Member Chair

Wendy Levine Member Member Member

Number of Meetings* 12 4 1 6 5

* Includes formal meetings and acts of written consent

Waldman has also been designated the Audit Committee’s financial expert as well as the Board’s Lead Independent Director.

APYX MEDICAL CORPORATION

Code of Ethics

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Review and acknowledgement of the Code is required of all new employees as part of the on-boarding process, and of all existing employees on an annual basis.

A copy of the code of ethics, which expressly includes the fiduciary responsibilities of the CEO and CFO, along with a summary of the changes made in 2021, is available on our website at https://apyxmedical.com/code-of-ethics-and-conduct/ .

A copy of the code of ethics, which expressly includes the fiduciary responsibilities of the CEO and CFO, is available on our website at https://apyxmedical.com/code-of-ethics-and-conduct/ .

Environmental Social and Governance

Our Governance and Nominating Committee provides oversight to the Company over its ESG initiatives.

The Chairman of that Committee has been actively involved in our work to date with our ESG efforts and continues to lead in providing suggestions as to what else can be done to further enhance our initiatives in this area, including a continued focus on Board diversity from the perspective of gender, ethnic\racial background, and relevant professional and educational experience.

Our ESG initiatives are sponsored by our CEO and CFO, and consists of a steering committee that includes all members of the executive management team as well as some mid-level managers in certain areas such as R&D, Regulatory and Quality.

In July 2022, we published our first ESG report aligned with the Sustainability Accounting Standards Board (SASB) Medical Equipment industry standards.

We have created a strong environmental, social and governance (“ESG”) structure by introducing a cross-functional ESG team which has been working with senior management, our board, and other stakeholders to develop an ESG framework that is aligned with our corporate mission, vision and values.

Our ESG initiatives are sponsored by our CEO and CFO, and includes a steering committee comprised of all members of the executive management team as well as some mid-level managers in certain areas such as R&D, Regulatory and Quality.

In July 2022, we published our first ESG report aligned with the Sustainability Accounting Standards Board (“SASB”) Medical Equipment industry standards.

Part of our culture is to give back and support the communities and people around us.

In 2022, we engaged in both employee volunteer and financial support in the areas of education and the environment.

Such initiatives included the following:

• Week-long high school internship\shadowing program for students interested in the field of engineering;

• Hosting a group of 25 local students participating in their school’s STEM program at our manufacturing facility

• Employee participation in a local beach clean up event

• Donation of supplies to a local elementary school and to support those impacted by Hurricane Ian

• Local food drive donations as well as gifts for less fortunate children during the holidays

• Several financial contributions and sponsorships to various non-profit organizations

Executive Compensation Discussion and Analysis

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We are also committed to keeping an open dialogue with our stockholders to help ensure that we have a regular pulse on investor perspectives and, as we continue to grow, we intend to further enhance our outreach efforts during 2023 and into the future.

APYX MEDICAL CORPORATION

Name Position

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2022 Business Overview

2021 was a strong year for Apyx Medical Corporation, made possible by the hard work of our team members.

We delivered Advanced Energy sales growth in excess of 90% in 2021, which is impressive growth given the challenging operating

APYX MEDICAL CORPORATION

environment this year.

We had notable operational progress to advance our long-term growth strategy and the impressive demand we have seen for our innovative Helium Plasma Technology reaffirms our conviction in the compelling long-term opportunity that remains ahead.

While 2022 ultimately proved to be a challenging year, our team made important progress under difficult circumstances.

We believe we are incrementally better positioned in 2023, with an expanding portfolio of 510(k) clearances for our targeted clinical indications, recently implemented activities to reduce operating expenses while preserving our capabilities as an organization, and additional financing secured to strengthen our balance sheet and enhance our financial flexibility.

Below are key financial and strategic highlights:

• Total revenue of $48.5 million, representing growth of 75% year-over-year

• Advanced Energy revenue of $ $43.0 million, representing growth of approximately 93% year-over-year

• Total revenue of $44.5 million, representing a decline of 8.3% year-over-year

• Advanced Energy revenue of $36.8 million, representing a decline of approximately 14.4% year-over-year

• Loss from operations of $23.6 million, vs.

$14.4 million in 2021

On March 14, 2022, the U.S.

Food and Drug Administration (“FDA”) posted a Safety Communication that warns consumers and health care providers against the use of the Company’s Advanced Energy products outside of their FDA-cleared indications for general use in cutting, coagulation, and ablation of soft tissue during open and laparoscopic surgical procedures.

Following the Safety Communication, the Company began to experience some slowed demand for the adoption of its Helium Plasma Technology primarily in the U.S.

The Company continues to evaluate the full effects the Safety Communication will have on the results of its operations, cash flows and financial position.

On April 4, 2022, the Company announced that it had submitted a 510(k) premarket notification to the FDA for the use of the Renuvion to improve the appearance of lax (loose) skin in the neck and submental region.

On May 26, 2022, the Company announced that it had received 510(k) clearance from the FDA for the use of the Renuvion Dermal Handpiece for specific dermal resurfacing procedures.

On February 1, 2023, we announced we had submitted a 510(k) premarket notification (“510(k) submission”) for the Renuvion APR Handpiece to the FDA, supported by a clinical study and real-world evidence.

The 510(k) submission is intended to expand Renuvion’s indications for use to include a specific indication for the use of the Renuvion APR Handpiece for the coagulation of subcutaneous soft tissues where needed, following liposuction.

On February 27, 2023, we announced that we received 510(k) clearance from the FDA for the use of the Renuvion APR Handpiece for the delivery of radiofrequency energy and/or helium plasma where coagulation/contraction of soft tissue is needed.

Soft tissue includes subcutaneous tissue.

WHAT GUIDES OUR PROGRAM

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We strive to provide incentives for every employee that reward them for their contribution to the Company.

APYX MEDICAL CORPORATION

Performance-Driven and Stockholder-Aligned

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Decisions on non-NEO pay are made by the CEO.

The CEO does not participate in the deliberations of the

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Compensation Committee regarding his own compensation.

The CEO does not participate in the deliberations of the Compensation Committee regarding his own compensation.

Independent members of the Board make all final determinations regarding CEO compensation.

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In addition to the peer group, Pearl Meyer may reference industry-specific, size-adjusted market survey data where appropriate.

This competitive assessment was last conducted in late 2019 for purposes of setting compensation levels for 2020.

Given the impact of the COVID-19 pandemic on our business in 2020, the Compensation Committee elected not to update the peer group or conduct a competitive assessment in late 2020 for the purposes of compensation determinations for 2021.

As described further below, the Compensation Committee froze cash compensation levels for 2021 and sized equity awards at a discount to those granted in 2020.

We continue to consult with Pearl Meyer on our compensation strategy on an ongoing basis.

APYX MEDICAL CORPORATION

At the time of our last competitive assessment, Pearl Meyer recommended and the Compensation Committee approved an update to our peer group.

Pearl Meyer developed a set of objective filtering and selection criteria to identify US-based, publicly traded companies in the health care equipment, supplies or technology space that were comparable to Apyx at the time in terms of both revenue and market capitalization.

The 2020 compensation peer group was composed of the following companies and was unchanged for 2021:

The Company's current compensation peer group was composed of the following companies and was unchanged in 2022:

GenMark Diagnostics, Inc.

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The Compensation Committee benchmarks base salaries using a major independent consulting firm and using their recommendations and other information the Committee evaluates and establishes the base compensation for our executives.

Due to the impact of the COVID-19 pandemic, none of the NEOs received base salary increases for fiscal 2021.

APYX MEDICAL CORPORATION

Name 2022 2021 % Change

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Tara Semb $ 342,500 50 % $ 171,250

In 2021, we returned to 100% formula-driven, financial performance goals, consistent with our pre-pandemic approach to performance-based compensation.

We used Total Revenue, Operating Income/(loss) and Total Operating Cash Burn as the financial performance metrics for determining annual performance bonuses because we believe it is important to focus on driving our top line revenue growth, while focusing on continued improvements to our gross product margins and efficiently investing in our operations to drive towards longer-term, bottom-line profitability.

In 2022, we used Total Revenue, Operating Income/(loss) and Total Operating Cash Burn as the financial performance metrics for determining annual performance bonuses because we believe it is important to focus on driving our top line revenue growth,

APYX MEDICAL CORPORATION

while focusing on continued improvements to our gross product margins and efficiently investing in our operations to drive towards longer-term, bottom-line profitability.

This ultimately results in our ability to maintain acceptable levels of cash burn, setting a path to generating positive cash flow through our overall business performance.

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The Committee retains discretion to further adjust the award upward or downward based on its assessment of individual performance.

The following table lists the actual awards earned by the NEOs in 2021 (and paid in 2022):

The following table lists the actual awards earned by the NEOs in 2022:

Name Bonus Target

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These equity awards were granted using incentive stock options to the extent permitted by the IRS.

due to the impact of COVID-19, these were granted at levels representing 50% of the eligible shares to be granted to each person.

Stock options are intended to align the interests of award recipients with those of stockholders, since options deliver value only if Apyx’s stock price appreciates after they are granted.

This characteristic

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ensures that the Executive Officers and key employees have a meaningful portion of their compensation tied to future stock price increases and rewards management for long-term strategic planning through the resulting enhancement of the stock price.

This characteristic ensures that the Executive Officers and key employees have a meaningful portion of their compensation tied to future stock price increases and rewards management for long-term strategic planning through the resulting enhancement of the stock price.

The 2022 awards for each NEO were as follows:

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Our Executive Officers are eligible for the same health and welfare programs and benefits as the rest of our employees in their respective locations.

APYX MEDICAL CORPORATION

Our Executive Officers are entitled to participate in and receive employer contributions to Apyx's 401(k) Savings Plan.

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Because of option expensing and the impact of dilution on our stockholders, we pay close attention to the number and value of the shares underlying stock options we grant.

APYX MEDICAL CORPORATION

Compensation of Executive Officers

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(2) The amounts for 2022 include compensation under the following plans and programs:

APYX MEDICAL CORPORATION

Citronowicz T.

Long-term disability premiums 186 186 186 186

Life insurance premiums 198 129 198 198

Short-term disability premiums 186 186 186 186

Health insurance premiums 9,059 12,896 18,688 6,960

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(1) Employment contracts provide for the Executives to remain employed by the Company until such time as their employment is terminated pursuant to the terms of their Employment Agreement.

APYX MEDICAL CORPORATION

Goodwin Employment Agreement

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Goodwin’s options which were exercisable as of the date of termination shall remain exercisable for a period of 3 months following the date of termination.

APYX MEDICAL CORPORATION

In the event Mr.

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Semb will receive an initial annual base salary of $328,000, which shall be reviewed from time to time and may be increased, but not decreased, by the Committee in its sole and exclusive discretion.

Semb shall be entitled to participate in

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any bonus or incentive plan available to the Company’s executives generally, on such terms as the Committee may determine in its discretion.

Semb shall be entitled to participate in any bonus or incentive plan available to the Company’s executives generally, on such terms as the Committee may determine in its discretion.

In the event Ms.

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Semb’s options that (i) were exercisable as of the date of termination and (ii) would have become exercisable on the next anniversary of the effective date following the date of termination, shall become and remain exercisable for a period of 12 months following the date of termination.

APYX MEDICAL CORPORATION

The Semb Agreement contains customary non-competition, non-solicitation, and confidentiality provisions in favor of the Company.

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Hornsby’s outstanding option grants shall continue to be treated in accordance with the terms of the applicable plan and award agreement, provided that the portion of Mr.

Hornsby’s options (i) that were exercisable as of the effective date of the Hornsby Agreement and (ii)

APYX MEDICAL CORPORATION

that would have become exercisable on the next anniversary of the effective date following the date of termination shall become and remain exercisable for a period of 12 months following the date of termination.

Hornsby’s options (i) that were exercisable as of the effective date of the Hornsby Agreement and (ii) that would have become exercisable on the next anniversary of the effective date following the date of termination shall become and remain exercisable for a period of 12 months following the date of termination.

In the event Mr.

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Citronowicz may be terminated as follows:

APYX MEDICAL CORPORATION

Upon the death of the Mr.

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There are no other employment contracts that have non-cancelable terms in excess of one year.

APYX MEDICAL CORPORATION

Outstanding Equity Awards

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At December 31, 2022 approximately 30,000 are available to be issued in this plan.

APYX MEDICAL CORPORATION

In August 2019, the Company’s stockholders approved the 2019 Share Incentive Plan covering a total of 2,000,000 shares of common stock issuable upon exercise of options to be granted under the plan.

At December 31, 2021, all 1,370,000 are available to be issued in this plan.

At December 31, 2022 approximately 200,000 are available to be issued in this plan.

In August 2021, the Company’s stockholders approved the 2021 Share Incentive Plan covering a total of 1,375,000 shares of common stock issuable upon exercise of options to be granted under the plan.

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There have been no changes in the pricing of any options previously or currently awarded.

APYX MEDICAL CORPORATION

Compensation Committee Interlocks and Insider Participation

The Compensation Committee of the Board of Directors is responsible for determining the compensation of executive officers of the Company, as well as compensation awarded pursuant to the Company’s equity incentive plans.

In 2021, our Compensation Committee consisted of three independent members of the Board of Directors, Michael Geraghty (Chairperson), John Andres and Lawrence J.

In 2022, our Compensation Committee consisted of four independent members of the Board of Directors, Michael Geraghty (Chairperson), John Andres, Lawrence J.

Waldman and Wendy Levine.

No member of the Compensation Committee is or has been an officer or employee of the Company or any of its subsidiaries.

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Based on our Compensation Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, our Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Proxy Statement and in this Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC.

During 2021, our Compensation Committee consisted of three independent members of the Board of Directors, Michael Geraghty, who served as Chairperson, John Andres and Lawrence J.

During 2022, our Compensation Committee consisted of three independent members of the Board of Directors, Michael Geraghty, who served as Chairperson, John Andres, Lawrence J.

Waldman and Wendy Levine.

APYX MEDICAL CORPORATION

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Name and Address Title Owned (i) Nature of Ownership Percentage of Ownership (i)

Archon Capital Management, LLC Common 3,452,030 Beneficial 9.9 %

1100 19th Avenue E

Seattle, WA 98122

RTW Investments Common 3,398,279 Beneficial 9.8 %

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Roches Noires, 31201 Mauritius

Archon Capital Management, LLC Common 2,194,118 Beneficial 6.4 %

1100 19th Avenue E

Seattle, WA 98122

BlackRock, Inc.

Common 1,990,093 Beneficial 5.8 %

4400 Computer Drive

Westborough, MA 01581

PURA VIDA INVESTMENTS, LLC Common 2,287,560 Beneficial 6.6 %

512 West 22nd Street, 7th Floor

New York, NY 10011

Cowen Financial Products, LLC Common 1,775,793 Beneficial 5.1 %

5 unchanged sentences

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Andrew Makrides Common 709,060 (iii) Beneficial 2.1 %

Moshe Citronowicz Common 755,504 (iii) Beneficial 2.2 %

5115 Ulmerton Rd.

Clearwater, FL 33760

Moshe Citronowicz Common 695,504 (iv) Beneficial 2.0 %

Andrew Makrides Common 712,244 (iv) Beneficial 2.1 %

5115 Ulmerton Rd.

Clearwater, FL 33760

Todd Hornsby Common 339,334 (v)

Beneficial 1.0 %

Todd Hornsby Common 422,668 (v) Beneficial 1.2 %

5115 Ulmerton Rd.

Clearwater, FL 33760

Lawrence Waldman Common 194,165 (vi)

Beneficial 0.6 %

Tara Semb Common 225,000 (vi) Beneficial 0.6 %

5115 Ulmerton Rd.

Clearwater, FL 33760

Geraghty Common 145,088 (vii)

Beneficial 0.4 %

Lawrence Waldman Common 210,918 (vii) Beneficial 0.6 %

5115 Ulmerton Rd.

Clearwater, FL 33760

Tara Semb Common 145,000 (viii)

Beneficial 0.4 %

Geraghty Common 161,855 (viii) Beneficial 0.5 %

5115 Ulmerton Rd.

Clearwater, FL 33760

John Andres Common 117,588 (ix)

Beneficial 0.3 %

John Andres Common 134,355 (ix) Beneficial 0.4 %

5115 Ulmerton Rd.

Clearwater, FL 33760

Craig Swandal Common 83,088 (x)

Beneficial 0.2 %

Craig Swandal Common 99,855 (x) Beneficial 0.3 %

5115 Ulmerton Rd.

Clearwater, FL 33760

Minnie Baylor-Henry Common 47,088 (xi)

Beneficial 0.1 %

Minnie Baylor-Henry Common 78,978 (xi) Beneficial 0.2 %

5115 Ulmerton Rd.

Clearwater, FL 33760

Wendy Levine Common 12,203 (xii)

Beneficial — %

Wendy Levine Common 29,855 (xii) Beneficial 0.1 %

5115 Ulmerton Rd.

Clearwater, FL 33760

Officers and Directors as a group (11 people) 3,954,866

Officers and Directors as a group (10 persons) 4,500,482 13.0 %

(i) Based on 34,597,822 outstanding shares of Common Stock as of March 15, 2023, of which officers and directors owned a total of 1,241,379 shares at March 15, 2023.

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(ii) Includes 28,250 shares and 1,641,000 vested options (and exercisable within 60 days thereafter).

APYX MEDICAL CORPORATION

(iii) Includes 456,504 shares and 299,000 vested options (and exercisable within 60 days thereafter).

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(v) Includes 0 shares and 422,668 vested options (and exercisable within 60 days thereafter).

APYX MEDICAL CORPORATION

(vi) Includes 0 shares and 255,000 vested options (and exercisable within 60 days thereafter).

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Officers, directors and greater than ten-percent shareholders (the “Reporting Persons”) are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on its review of the copies of such reports received or written representations from certain Reporting Persons that no other reports were required, the Company believes that during its fiscal year ended December 31, 2021 all filing requirements applicable to the Reporting Persons were timely met.

To the Company’s knowledge, based solely on its review of the copies of such reports received or written representations from certain Reporting Persons that no other reports were required, the Company believes that during its fiscal year ended December 31, 2022 all filing requirements applicable to the Reporting Persons were timely met, with the exception of one delinquent filing for Mr.

Swandal who inadvertently failed to timely file a Form 4 showing a single transaction.

APYX MEDICAL CORPORATION

8 unchanged sentences

Shilev’s son, is a quality manager in the quality assurance department.

In addition, as part of the purchase of the Bulgaria manufacturing facility, Mr.

Shilev was issued a note payable for $0.1 million to be paid 5 years after the original purchase date, which is in October 2020.

The note was paid in full on October 20, 2020.

Independent Board Members

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(a)(3) EXHIBITS

3.1 Articles of Incorporation of the Registrant (Incorporated by reference to the Registrant’s report on Form 10-K/A filed on March 31, 2011)

3.2 By laws of the Registrant (Incorporated by reference to the Registrant’s report on Form 10-K/A filed on March 31, 2011)

3.3 Certificate of Amendment of the Certificate of Incorporation of the Registrant (Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on November 3, 2017)

3.4 Certificate of Elimination of the Series A 6% Convertible Preferred Stock and Series B Convertible Preferred Stock (Incorporated by reference to the Registrant's Current Report on Form 8-K filed on May 3, 2018)

3.5 Certificate of Amendment of the Certificate of Incorporation of the Registrant (Incorporated by reference to the Registrant's Current Report on Form 8-K filed on December 28, 2018)

4.1 Description of the Registrant’s Securities (Incorporated by the reference to the Registrant's Annual Report on Form 10-K filed on March 31, 2020)

Tara Semb Amended and Restated Employment Agreement, dated September 16, 2020 (Incorporated by reference to the Registrant's Current Report on Form 8-K filed on September 18, 2020)

Goodwin II Amended and Restated Employment Agreement, dated September 17, 2020 (Incorporated by reference to the Registrant's Current Report on Form 8-K filed on September 18, 2020)

Todd Hornsby Amended and Restated Employment Agreement, dated September 17, 2020 (Incorporated by reference to the Registrant's Current Report on Form 8-K filed on September 18, 2020)

APYX MEDICAL CORPORATION

3.1 Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s report on Form 10-K/A filed on March 31, 2011)

3.2 By laws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s report on Form 10-K/A filed on March 31, 2011)

3.3 Certificate of Amendment of the Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.5 to the Registrant’s Quarterly Report on Form 10-Q filed on November 3, 2017)

3.4 Certificate of Elimination of the Series A 6% Convertible Preferred Stock and Series B Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 3, 2018)

3.5 Certificate of Amendment of the Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 28, 2018)

4.1 Description of the Registrant’s Securities (Incorporated by the reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed on March 31, 2020)

Tara Semb Amended and Restated Employment Agreement, dated September 16, 2020 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on September 18, 2020)

Goodwin II Amended and Restated Employment Agreement, dated September 17, 2020 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 18, 2020)

Todd Hornsby Amended and Restated Employment Agreement, dated September 17, 2020 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on September 18, 2020)

10.4 Credit, Security and Guaranty Agreement, dated February 17, 2023 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 24, 2023)

10.5 Fee Letter, dated February 17, 2023 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 24, 2023)

10.6 Warrant to Purchase Stock, dated February 17, 2023 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on February 24, 2023)

10.7 Purchase and Sale Agreement, dated March 14, 2023 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 15, 2023)

14.1 Code of Ethics (Incorporated by the reference to the Registrant’s Annual Report on Form 10-K filed on March 31, 2020)

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101.PRE*** XBRL Taxonomy Extension Label Presentation Document

APYX MEDICAL CORPORATION

* Filed herewith.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures