What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-21 compared with 2023-03-16 · 283 added, 132 removed, 736 unchanged (36% of the section changed)

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Changes in 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.

In February 2023 and November 2023, we entered into credit agreements with lenders.

We have developed new control activities around the accounting for the credit agreements, including the review and compliance with debt covenants.

There were no other changes in our internal control over financial reporting identified in connection with the evaluation required (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our year ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure regarding foreign jurisdictions that prevent inspections

Not applicable.

APYX MEDICAL CORPORATION

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Goodwin 58 Chief Executive Officer and Director December 2017

Tara Semb 53 Chief Financial Officer, Treasurer and Secretary N/A

Matthew Hill 55 Chief Financial Officer, Treasurer and Secretary N/A

Todd Hornsby 48 Executive Vice President N/A

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Goodwin is qualified to serve as a Director given his over 30 years of experience in the medical device industry.

Tara Semb , age 53, Chief Financial Officer, Treasurer and Secretary since January 2019.

Prior to joining Apyx Medical, Ms.

Semb was the Chief Financial Officer for AVAIL Vapor LLC, a manufacturer and retailer of e-liquid for use in electronic vapor devices, from 2015 until 2018.

Semb previously worked for Amsted Industries, a diversified global manufacturer of industrial components, in multiple positions of increasing responsibility from 2006 until 2015, culminating in her promotion to Director of Finance for the company’s rail bearings division in 2013.

Before joining Amsted Industries as Director of Internal Audit in 2006, she held financial and operational roles at Blyth Industries, a manufacturer and seller of candles and home fragrance products, and Anixter International, a global distributor of network & security solutions.

She began her career in 1991 as an auditor at Price Waterhouse.

Semb holds a Bachelor of Science degree in Accounting from the University of Illinois, as well as an MBA from Washington University in St.

She is a Certified Public Accountant (CPA).

Matthew Hill , age 55, Chief Financial Officer, Treasurer and Secretary since December 2023.

Prior to joining Apyx Medical, Mr.

Hill served as the Chief Financial Officer of PDS Biotechnology Corporation (Nasdaq:

PDSB) (“PDS Biotech”), a clinical-stage immunotherapy company, where he led all aspects of the company’s budgeting, forecasting, financial management and reporting.

Prior to joining PDS Biotech, he served as Chief Financial Officer of Strata Skin Sciences (Nasdaq:

SSKN), a medical technology company developing, commercializing and marketing products for the treatment of dermatologic conditions, from 2018 to 2021.

Prior to joining Strata Skin Sciences, Mr.

Hill served as Chief Financial Officer at several companies, including Velcera, Inc., which developed pet medication for the companion animal health industry, and EP MedSystems, which developed and marketed cardiac electrophysiology products.

He was also a Senior Manager at the international accounting and consulting firm, Grant Thornton LLP.

Hill holds a Bachelor of Science in Accounting from Lehigh University.

Todd Hornsby , age 48, Executive Vice President since January 2019, has responsibility for global Commercial operations.

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Throughout his career, Todd has held various leadership positions and has extensive experience in sales, sales management, and with building strong teams and launching new technologies.

Since joining Apyx™ Medical in August 2014, Todd has focused primarily on the commercialization of Apyx’s Renuvion / J-Plasma advanced energy system.

Since joining Apyx™ Medical in August 2014, Todd has focused primarily on the commercialization of Apyx’s Renuvion and J-Plasma advanced energy system.

Prior to joining Apyx, Todd held roles of increasing seniority and responsibility at CryoLife, Inc.

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Waldman, CPA , age 77, Director since March 2011, Lead Independent Director, and Audit Committee Chair.

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

Waldman has over 50 years of experience in public accounting.

Waldman currently serves as a senior advisor to First Long Island Investors, LLC, an investment and wealth management firm since May 2016.

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

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 August of 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 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

Waldman also served through October 2018 as a member of the

APYX MEDICAL CORPORATION

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.

Board of Directors of Northstar/ RXR Metro Income Fund, a non-traded Real Estate Investment Trust, where he also had served as a member of its Audit Committee starting in 2014.

Waldman also served as a member of the State University of New York’s Board of Trustees and as Chair of its Audit Committee.

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

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.

John Andres , age 66, Vice Chairman of the Board of Directors and Governance and Nominating Committee Chair since July 2014, has over 30 years of experience in the medical device industry.

Since April, 2004, Mr.

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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 2021 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 in 2021.

She joined the Board of Directors of Paratek Pharmaceuticals, a publicly-held company focused on solutions for patients with infectious diseases, which was acquired by private equity in 2023.

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

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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.

Waldman and Michael Geraghty.

During 2023, our Governance and Nominating Committee consisted of four independent members of the Board of Directors, John Andres who serves as Chairperson, Lawrence J.

Waldman, Michael Geraghty and Minnie Baylor-Henry.

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

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

Compensation Committee

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Code of Ethics

We made minor revisions to our Code of Ethics (“the Code”) in the first quarter of 2021.

The Company updated the Code of Ethics in 2021 and evaluates it on an annual basis.

We also have made available a whistleblower hotline that provides a mechanism for reporting breaches of the Code in an anonymous manner.

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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.

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 2023, 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

Such initiatives included the following by way of example:

• Throughout the year, we have provided supplies, including books, stationery, and classroom materials, to a local elementary school in need.

Additionally, we have contributed financially to a local Ronald McDonald House, supporting families with sick children during challenging times.

• During the holiday season, we participated in local food drives to aid members of our local community.

Furthermore, we participated in the Toys for Tots program, collecting toys and gifts for children from lower-income households.

• As part of our commitment to health and wellness, we organized a blood drive that serves as a critical lifeline for individuals in need of transfusions.

Additionally, we actively support breast cancer awareness initiatives and fundraising events to support research, treatment, and other support services.

• We have made financial contributions to organizations dedicated to researching a cure for Amyotrophic Lateral Sclerosis (ALS) in an effort to improve health outcomes for those individuals diagnosed with this difficult disease.

These initiatives reflect a small part of our commitment to engage with our communities, support charitable causes, and foster a culture of social responsibility throughout our organization.

Outside of our communities, we also support Dr.

Giovanni Betti, an accomplished plastic surgeon and loyal Renuvion customer in Mexico, who has established a foundation to support victims of implantation of biopolymers.

Biopolymers are synthetic substances used by unscrupulous practitioners as fillers to augment anatomical locations in body contouring procedures.

These substances are foreign to the human body and cause severe tissue reactions, illness, and sometimes death.

Since most of the patients impacted by these procedures have limited economic means, they often can not afford the procedures they need to remove the biopolymers.

We support Dr.

Betti and his Reconstruyendo Suenos foundation by providing free Renuvion handpieces for these procedures.

APYX MEDICAL CORPORATION

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 2024 and into the future.

APYX MEDICAL CORPORATION

Name Position

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Todd Hornsby Executive Vice President

Matthew Hill Chief Financial Officer (1)

Tara Semb Chief Financial Officer (2)

(1) Assumed role as CFO on December 4, 2023.

(2) Departed role as CFO on December 4, 2023.

2023 Business Overview

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 $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

We are an advanced energy technology company with a passion for elevating people’s lives through innovative products, including our Helium Plasma Technology products marketed and sold as Renuvion in the cosmetic surgery market and J-Plasma in the hospital surgical market.

Renuvion and J-Plasma offer surgeons a unique ability to provide controlled heat to tissue to achieve their desired results.

We also leverage our deep expertise and decades of experience in unique waveforms through OEM agreements with other medical device manufacturers.

Below are key financial and operational highlights:

• Total revenue of $52.3 million, representing growth of 17.6% year-over-year

• Advanced Energy revenue of $43.4 million, representing growth of approximately 17.9% year-over-year

• Loss from operations of $17.3 million, vs.

$23.6 million in 2022

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.

On April 28, 2023, we announced that we received 510(k) clearance from the FDA for the use of the Renuvion APR handpiece for coagulation of subcutaneous soft tissues following liposuction for aesthetic body contouring.

On May 10, 2023, the FDA updated the Safety Communication to inform consumers and healthcare providers about the clearance for the Renuvion APR handpiece for coagulation of subcutaneous soft tissues following liposuction.

On June 14, 2023, we announced that we received 510(k) clearance from the FDA for the Renuvion Micro handpiece, a new addition to the Renuvion production family.

The Renuvion Micro handpiece was cleared with an indication 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

General Compensation Philosophy

The primary objective of our compensation program for employees, including our compensation program for executive officers, is to attract, retain and motivate qualified individuals and reward them in a manner that is fair to all stockholders.

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

APYX MEDICAL CORPORATION

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

Performance-Driven and Stockholder-Aligned

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The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at comparable companies, which we define as our compensation peer group.

The Compensation Committee looks to its independent compensation consultant to provide and analyze competitive market data for each NEO, comparing each of their individual components of compensation and total compensation to market.

The Compensation Committee looks to its independent compensation consultant to provide and

APYX MEDICAL CORPORATION

analyze competitive market data for each NEO, comparing each of their individual components of compensation and total compensation to market.

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

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

GenMark Diagnostics, Inc.

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Todd Hornsby $ 368,000 $ 368,000 —%

Matthew Hill $ 425,000 N/A N/A

Tara Semb $ 342,500 $ 342,500 —%

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Todd Hornsby $ 368,000 55 % $ 202,400

Matthew Hill (1)

$ 32,692 50 % $ 16,346

Tara Semb (1)

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,

$ 320,917 50 % $ 160,459

(1) Prorated based on time employed by the Company.

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.

In 2023, we used Total Revenue, Operating Income (Loss) and Cash and Cash Equivalents 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.

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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Todd Hornsby 55 % $ 202,400 $ 151,193

Matthew Hill 50 % $ 16,346 $ 12,211

Tara Semb 50 % $ 160,459 $ 119,863

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Todd Hornsby 100,000

Matthew Hill (1)

Tara Semb 96,000

(1) Executive's employment agreement provides for 150,000 stock options to be granted in January 2024 with 50% vesting on December 4, 2024 and 50% vesting on December 4, 2025.

The stock options vest one-third per year on the anniversary date of the grant over a 3-year period, expire on the 10 th anniversary of the grant date, and have an exercise price of $2.50 per share.

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The Committee formulates and presents its recommended allocation of stock option awards to the Board of Directors for approval.

The Compensation Committee then would make an independent determination on CEO stock option awards, again formulating and presenting its recommendation for the allocation of stock option awards to the Board of Directors for approval.

The Compensation Committee then would make an independent determination on CEO stock option awards, again

APYX MEDICAL CORPORATION

formulating and presenting its recommendation for the allocation of stock option awards to the Board of Directors for approval.

The Board of Directors approves, rejects, or, if necessary, modifies the Committee’s recommendations.

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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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Executive Vice President 2022 $ 368,000 $ — $ — $ 685,100 $ — $ — $ 26,778 $ 1,079,878

Mathew Hill 2023 $ 32,646 $ 12,211 $ — $ — $ — $ — $ — $ 44,857

CFO, Treasurer and Secretary 2022 $ — $ — $ — $ — $ — $ — $ — $ —

Tara Semb 2023 $ 320,917 $ 119,863 $ — $ 177,120 $ — $ — $ 361,701 $ 979,601

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(2) The amounts for 2023 include compensation under the following plans and programs:

APYX MEDICAL CORPORATION

Citronowicz T.

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Employer 401(k) contribution 13,918 9,010 8,503 — 9,880

Automobile allowance — — 9,600 — —

Cell phone allowance — — 2,400 — —

Severance — — — — 342,500

Total $ 24,272 $ 24,162 $ 42,576 $ — $ 361,701

Amounts in the table above are pro-rated where applicable.

Pay vs Performance

This section is included to comply with the provisions of Item 402(v) of Regulation S-K.

For a more comprehensive analysis of our compensation philosophy please see the General Compensation Philosophy section of this filing.

In the table and footnotes below, “PEO” refers to our principal executive officer, Charles D.

APYX MEDICAL CORPORATION

Pay versus performance table

(a) (b) (c) (d) (e) (f) (h)

Year Summary compensation table total for PEO Compensation actually paid to PEO (2) Average summary compensation table total for non-PEO NEOs (1) Average compensation actually paid to non-PEO NEOs (1)(2) Value of initial fixed $100 investment based on Total stockholder return Net income (loss)

(in thousands)

2023 $ 1,261,470 $ 1,413,487 $ 769,679 $ 734,407 $ 36 $ (18,713)

2022 $ 2,170,236 $ (653,639) $ 974,614 $ (55,170) $ 33 $ (23,184)

2021 $ 1,594,394 $ 3,153,022 $ 776,134 $ 1,383,313 $ 178 $ (15,172)

(1) Reflects average compensation amounts for our non-PEO named executive officers for the respective years shown.

Moshe Citronowicz, Todd Hornsby, Matthew Hill and Tara Semb are the non-PEO named executive officers for the 2023 year presented.

Moshe Citronowicz, Todd Hornsby and Tara Semb are the non-PEO named executive officers for the 2022 year presented.

(2) The following table summarizes the adjustments from summary table total compensation to compensation actually paid:

PEO Non-PEO NEOs

2023 2022 2021 2023 2022 2021

Summary compensation table total compensation $ 1,261,470 $ 2,170,236 $ 1,594,394 $ 769,679 $ 974,614 $ 776,134

Grant date fair value of awards granted during the year (448,335) (1,664,793) (701,420) (164,820) (612,023) (257,861)

Fair value of awards granted during the year that are outstanding and unvested as of year-end 493,290 255,114 1,001,366 116,387 93,787 368,129

Change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of year-end 65,731 (1,156,271) 1,034,657 15,509 (425,076) 356,305

Change in fair value from prior year-end to vesting date of awards granted in prior years that vested during the year 41,331 (257,925) 224,025 660 (86,472) 140,606

Fair value of awards granted during the year that vested during the year — — — 8,192 — —

Prior year-end fair value of awards granted in prior years that were forfeited during the year — — — (11,200) — —

Compensation actually paid $ 1,413,487 $ (653,639) $ 3,153,022 $ 734,407 $ (55,170) $ 1,383,313

Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the grant date.

Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, risk free rates) as of the measurement date.

The change in stock price was the primary driver for the adjustments in the table above.

The following table presents a comparison of our actual compensation paid to NEOs versus our total stockholder return and net losses:

(in thousands except per share data) 2023 2022 2023 vs 2022 Change 2021 2022 vs 2021 Change

Total stockholder return (change in stock price) $ 2.62 $ 2.34 12.0 % $ 12.82 -81.7 %

Net loss attributable to stockholders $ (18,713) $ (23,184) 19.3 % $ (15,172) -52.8 %

Actual compensation paid to NEOs $ 3,617 $ (819) 541.6 % $ 7,303 -111.2 %

APYX MEDICAL CORPORATION

Employment Agreements and Potential Payments Upon Termination or Change in Control

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Goodwin N/A (1)

Tara Semb N/A (1)

Matthew Hill N/A (1)

Todd Hornsby N/A (1)

Moshe Citronowicz December 31, 2023

Moshe Citronowicz 12/31/2024

(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.

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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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Goodwin’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.

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

Tara Semb Employment Agreement

On September 16, 2020, the Company entered into an Amended and Restated Employment Agreement, effective as of September 16, 2020, with Tara Harris Semb, the Company’s Chief Financial Officer, Secretary and Treasurer (the “Semb Agreement”).

The Semb Agreement amends and restates Ms.

Semb’s original employment agreement, dated as of January 2, 2019, in its entirety.

The term of Ms.

Semb’s employment under the Semb Agreement commenced as of the effective date thereof and shall continue until terminated in accordance with the terms of the Semb Agreement.

Under the Semb Agreement, Ms.

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 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.

Semb’s employment is terminated as a result of death or disability, Ms.

Semb or her estate shall be entitled to receive (i) any unpaid base salary earned and accrued prior to the date of termination, (ii) reimbursement for expenses incurred prior to the date of termination, (iii) a pro rata bonus for the year of termination, and, (iv) if Ms.

Semb is eligible for and elects continuation benefits under COBRA, the Company will pay the employer portion of the COBRA coverage premium for the shorter of (x) the 12-month period following the date of termination, or (y) the time at which Ms.

Semb becomes eligible for medical and dental benefits through another employer.

In addition, Ms.

Semb’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 Ms.

Semb’s options (i) that were exercisable as of the effective date of the Semb 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 Ms.

Semb’s employment is terminated for by the Company for cause or by Ms.

Semb without good reason, Ms.

Semb shall be entitled to receive any unpaid base salary earned and accrued prior to the date of termination, and reimbursement for expenses incurred prior to the date of termination.

In addition, in the event Ms.

Semb’s employment is terminated by Ms.

Semb without good reason, Ms.

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

Semb’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.

In the event Ms.

Semb’s employment is terminated by Ms.

Semb for good reason, by the Company without cause, or in connection with a change of control (as defined in the Semb Agreement), Ms.

Semb shall be entitled to receive (i) any unpaid base salary and other benefits earned and accrued prior to the date of termination, (ii) reimbursement for expenses incurred prior to the date of termination, (iii) a pro rata bonus for the year of termination, (iv) continued payment of her base salary for the twelve (12) month period following the date of termination, and (v) if Ms.

Semb becomes eligible for medical and dental benefits through another employer.

In addition, Ms.

Semb’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 Ms.

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.

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

Matthew Hill Employment Agreement

On November 21, 2023, the Company entered into an Employment Agreement, effective as of December 4, 2023, with Matthew Hill, to appoint Mr.

Hill as the Company’s Chief Financial Officer, Secretary and Treasurer (the “Hill Agreement”).

The term of Mr.

Hill’s employment under the Hill Agreement commenced as of the effective date thereof and shall continue until terminated in accordance with the terms of the Hill Agreement.

Under the Hill Agreement, Mr.

Hill will receive an initial annual base salary of $425,000, which shall be reviewed from time to time and may be increased, but not decreased, by the Committee in its sole and exclusive discretion.

Hill will also be entitled to receive a sign on bonus of $50,000 within 30 days of the Effective Date, subject to the recoupment of any unearned portion if Mr.

Hill is terminated for Cause (as defined therein) or Mr.

Hill terminates the Employment Agreement without Good Reason (as defined therein) prior to the one-year anniversary of the Effective Date.

Pursuant to an option award agreement between Mr.

Hill and the Company that will be delivered to Mr.

Hill on or about January 2024, Mr.

Hill will also be entitled to receive a non-qualified stock option to purchase 150,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on its principal exchange on the date of such grant, subject to the applicable vesting requirements.

Hill shall be entitled to participate in (i) any bonus or incentive plan available to the Company’s executives generally, on such terms as the Committee may determine in its discretion, and (ii) the equity-based incentive plans of the Company, pursuant to which he may receive awards thereunder, as determined by the Company’s Board of Directors in its sole discretion from time to time and subject to the terms and conditions of such plans and any applicable award agreement.

In the event Mr.

Hill’s employment is terminated as a result of death or disability, Mr.

Hill or his estate shall be entitled to receive (i) any unpaid base salary earned and accrued prior to the date of termination, (ii) reimbursement for expenses incurred prior to the date of termination, (iii) a pro rata bonus for the year of termination, and, (iv) if Mr.

Hill is eligible for and elects continuation benefits under COBRA, the Company will pay the employer portion of the COBRA coverage premium for the shorter of (x) the 12-month period following the date of termination, or (y) the time at which Mr.

Hill becomes eligible for medical and dental benefits through another employer.

In addition, Mr.

Hill’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.

Hill’s options (i) that were exercisable as of the effective date of the Hill 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.

Hill’s employment is terminated for by the Company for cause or by Mr.

Hill without good reason, Mr.

Hill shall be entitled to receive any unpaid base salary earned and accrued prior to the date of termination, and reimbursement for expenses incurred prior to the date of termination.

In addition, in the event Mr.

Hill’s employment is terminated by Mr.

Hill without good reason, Mr.

Hill’s stock 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.

Hill’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.

In the event Mr.

Hill’s employment is terminated by Mr.

Hill for good reason, by the Company without cause, or in connection with a change of control (as defined in the Hill Agreement), Mr.

Hill shall be entitled to receive (i) any unpaid base salary and other benefits earned and accrued prior to the date of termination, (ii) reimbursement for expenses incurred prior to the date of termination, (iii) a pro rata bonus for the year of termination, (iv) continued payment of his base salary for the twelve (12) month period following the date of termination, and (v) if Mr.

Hill becomes eligible for medical and dental benefits through another employer.

In addition, Mr.

Hill’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.

Hill’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.

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

Todd Hornsby Employment Agreement

On September 17, 2020, the Company entered into an Amended and Restated Employment Agreement, effective as of September 17, 2020, with Todd Hornsby, the Company’s Executive Vice President (the “Hornsby Agreement”).

The Hornsby Agreement amends and restates Mr.

APYX MEDICAL CORPORATION

Agreement amends and restates Mr.

Hornsby’s original employment agreement, dated as of January 1, 2018, in its entirety.

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Citronowicz employment agreement contains an automatic extension for a period of one year after the initial term unless we provide Mr.

Citronowicz with appropriate 60 days written notice pursuant to the his contract.

Citronowicz with appropriate 60 days written notice pursuant to his contract.

Citronowicz’s employment agreement provides, among other things, that the Mr.

Citronowicz may be terminated as follows:

APYX MEDICAL CORPORATION

Upon the death of the Mr.

Citronowicz, in which case Mr.

Citronowicz’sestate shall be paid the basic annual compensation due to Mr.

Citronowicz’s estate shall be paid the basic annual compensation due to Mr.

Citronowicz pro-rated through the date of death.

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Citronowicz violates the non-competition provisions of his employment agreement, or is found guilty in a court of law of any crime of moral turpitude in which case the contract would be terminated and provisions for future compensation forfeited.

APYX MEDICAL CORPORATION

By Apyx, without cause, with the majority approval of the Board of Directors, for Mr.

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Citronowicz a lump sum severance equal to three times the annual salary and bonus in effect the month preceding such termination or breach as well as any other sums which may be due under the terms of the employment agreement up to the date of termination.

During 2023, we were also obligated under an employment agreement with our former principal financial officer as follows:

Tara Semb Employment Agreement

The Semb Agreement amends and restates Ms.

Semb’s original employment agreement, dated as of January 2, 2019, in its entirety.

The term of Ms.

Semb’s employment under the Semb Agreement commenced as of the effective date thereof and shall continue until terminated in accordance with the terms of the Semb Agreement.

Under the Semb Agreement, Ms.

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 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.

Semb’s employment is terminated as a result of death or disability, Ms.

Semb becomes eligible for medical and dental benefits through another employer.

In addition, Ms.

Semb’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 Ms.

In the event Ms.

Semb’s employment is terminated for by the Company for cause or by Ms.

Semb without good reason, Ms.

Semb shall be entitled to receive any unpaid base salary earned and accrued prior to the date of termination, and reimbursement for expenses incurred prior to the date of termination.

In addition, in the event Ms.

Semb’s employment is terminated by Ms.

Semb without good reason, Ms.

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

Semb’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.

In the event Ms.

Semb’s employment is terminated by Ms.

Semb for good reason, by the Company without cause, or in connection with a change of control (as defined in the Semb Agreement), Ms.

Semb becomes eligible for medical and dental benefits through another employer.

In addition, Ms.

Semb’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 Ms.

APYX MEDICAL CORPORATION

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

The Semb Agreement was terminated on December 8, 2023.

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

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Todd Hornsby 407,668 183,332 $ 6.33 8/27/2024 – 1/11/2033

Matthew Hill — — N/A N/A

Tara Semb 305,000 — $ 8.28 12/4/2024

In 2003, the Board of Directors adopted, and our stockholders approved Apyx's 2003 Executive and Employee Stock Option Plan covering a total of 1,200,000 shares of common stock issuable upon exercise of options to be granted under the Plan.

On October 30, 2007, our stockholders approved, and the Board of Directors adopted an amendment to the 2003 Executive and Employee Stock Option Plan to increase the maximum aggregate number of shares of common stock reserved for issuance under the 2003 Plan from 1.2 million shares (already reserved against outstanding options) to 1.7 million shares, or an increase of 500,000 shares of common stock for future issuance pursuant to the terms of the plan.

Except for the increase in the number of shares covered by the plan, the plan remains otherwise unchanged from its present status.

In July 2012, the Company’s stockholders approved the 2012 Share Incentive Plan covering a total of 750,000 shares of common stock issuable upon exercise of options to be granted under the plan.

At December 31, 2022 approximately 170,000 are available to be issued in this plan.

At December 31, 2023, options are no longer able to be granted from this plan.

In July 2015, the Company’s stockholders approved the 2015 Executive and Employee Stock Option Plan covering a total of 2,000,000 shares of common stock issuable upon exercise of options to be granted under the plan.

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At December 31, 2023, approximately 10,000 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.

1 unchanged sentence

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.

At December 31, 2023, approximately 250,000 are available to be issued in this plan.

In August 2023, the Company’s stockholders approved the 2023 Share Incentive Plan covering a total of 1,600,000 shares of common stock issuable upon exercise of options to be granted under the plan.

At December 31, 2023, all 1,600,000 are available to be issued in this plan.

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

APYX MEDICAL CORPORATION

Compensation of Non-Employee Directors

The following is a table showing the director compensation for the year ended December 31, 2023:

Name (a) Fees Earned Or Paid in Cash ($) (b)

Stock Awards ($) (c)

Option Awards * ($) (d)

Non-Equity Incentive Plan Compensation ($) (e)

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($) (g)

Total ($) (h)

Andrew Makrides $ 70,000 $ — $ 54,060 $ — $ — $ — $ 124,060

Waldman 108,500 — 54,060 — — — 162,560

Michael Geraghty 60,000 — 54,060 — — — 114,060

John Andres 90,000 — 54,060 — — — 144,060

Craig Swandal 52,500 — 54,060 — — — 106,560

Minnie Baylor-Henry 62,500 — 54,060 — — — 116,560

Wendy Levine 50,000 — 54,060 — — — 104,060

* These columns represent the grant date fair value of the awards as calculated in accordance with FASB ASC 718 (Stock Compensation).

On March 15, 2022, the Board approved the following compensation arrangement for the Corporation’s non-employee directors:

Base Annual Director Fee

• the base annual cash compensation to be paid to each of the non-employee members of the Board shall be $40,000 per year.

Non-Executive Chair and Vice Chair

• in addition to the foregoing, the additional cash compensation to be paid to the Non-executive Chair of the Board shall be $30,000.

• in addition to the foregoing, the additional cash compensation to be paid to the Vice Chair of the Board shall be $27,500.

Lead Independent Director

• in addition to the foregoing, the additional cash compensation to be paid to the Lead Independent Director of the Board shall be $15,000.

Audit Committee

• in addition to the foregoing, the annual cash compensation to be paid to the Chair of the Audit Committee of the Board shall be $46,000 per year.

• in addition to the foregoing, the annual cash compensation to be paid to each of the members of the Audit Committee of the Board (other than Chair of the Audit Committee) shall be $7,500.

Compensation Committee

• in addition to the foregoing, the annual cash compensation to be paid to the Chair of the Compensation Committee of the Board shall be $10,000.

APYX MEDICAL CORPORATION

• in addition to the foregoing, the annual cash compensation to be paid to each of the members of the Compensation Committee of the Board (other than the Chair of the Compensation Committee) shall be $5,000.

Governance and Nominating Committee

• in addition to the foregoing, the annual cash compensation to be paid to the Chair of the Governance and Nominating Committee of the Board shall be $5,000.

• in addition to the foregoing, the annual cash compensation to be paid to each of the members of the Governance and Nominating Committee of the Board (other than the Chair of the Governance and Nominating Committee) shall be $2,500.

Regulatory Compliance Committee

• in addition to the foregoing, the annual cash compensation to be paid to the Chair of the Regulatory Compliance Committee of the Board shall be $20,000.

• in addition to the foregoing, the annual cash compensation to be paid to each of the members of the Regulatory Compliance Committee of the Board (other than the Chair of the Regulatory Compliance Committee) shall be $5,000.

Annual Stock Option Grant

• each non-employee member of the Board shall be granted, on the date of the Corporation’s annual meeting of stockholders, an option to purchase 17,000 shares of the Corporation’s common stock at an exercise price equal to the closing price of the Corporation’s common stock on its principal exchange, which vests ratably over a one (1) year period, and upon such other terms as the Board may resolve.

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

Compensation Committee Interlocks and Insider Participation

7 unchanged sentences

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, 2023 for filing with the SEC.

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.

During 2023, 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.

1 unchanged sentence

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

Market for Registrant’s Common Equity and Related Stockholder Matters”.

Securities Authorized for Issuance Under Equity Compensation Plans

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

(a) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

(b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders 7,282,883 $ 6.33 2,286,932

Equity compensation plans not approved by security holders (1)

60,000 $ 4.18 —

Total 7,342,883 $ 6.31 2,286,932

(1) Represents inducement grants for new hires

Security Ownership of Certain Beneficial Owners

5 unchanged sentences

Seattle, WA 98122

RTW Investments Common 3,398,279 Beneficial 9.8 %

250 West 55th St.

New York, NY 10019

William Weeks Vanderfelt Common 3,158,414 Beneficial 9.1 %

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Roches Noires, 31201 Mauritius

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 %

599 Lexington Ave.

Royce & Associates, LP Common 2,158,900 Beneficial 6.2 %

745 Fifth Avenue

New York, NY 10151

AIGH Capital Management, LLC Common 2,040,540 Beneficial 5.9 %

6006 Berkeley Avenue

Baltimore MD 21209

Goodwin II Common 1,933,500 (ii) Beneficial 5.3 %

1 unchanged sentence

Clearwater, FL 33760

APYX MEDICAL CORPORATION

Moshe Citronowicz Common 815,504 (iii) Beneficial 2.3 %

3 unchanged sentences

5115 Ulmerton Rd.

APYX MEDICAL CORPORATION

Clearwater, FL 33760

2 unchanged sentences

Clearwater, FL 33760

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

Lawrence Waldman Common 196,453 (vi) Beneficial 0.6 %

5115 Ulmerton Rd.

Clearwater, FL 33760

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

Geraghty Common 179,052 (vii) Beneficial 0.5 %

5115 Ulmerton Rd.

Clearwater, FL 33760

Geraghty Common 161,855 (viii) Beneficial 0.5 %

John Andres Common 151,552 (viii) Beneficial 0.4 %

5115 Ulmerton Rd.

Clearwater, FL 33760

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

Minnie Baylor-Henry Common 101,052 (ix) Beneficial 0.3 %

5115 Ulmerton Rd.

3 unchanged sentences

Clearwater, FL 33760

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

Wendy Levine Common 47,052 (xi) Beneficial 0.1 %

5115 Ulmerton Rd.

Clearwater, FL 33760

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

Matthew Hill Common 2,500 (xii) Beneficial — %

5115 Ulmerton Rd.

7 unchanged sentences

(v) Includes 0 shares and 491,001 vested options (and exercisable within 60 days thereafter).

APYX MEDICAL CORPORATION

(vi) Includes 42,901 shares and 153,552 vested options (and exercisable within 60 days thereafter).

5,338 of the shares and all of the vested options are held in a spousal lifetime access trust.

(vii) Includes 27,500 shares and 151,552 vested options (and exercisable within 60 days thereafter).

(viii) Includes 0 shares and 151,552 vested options (and exercisable within 60 days thereafter).

APYX MEDICAL CORPORATION

(ix) Includes 0 shares and 101,052 vested options (and exercisable within 60 days thereafter).

5 unchanged sentences

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, 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.

To the Company’s knowledge, based solely on its review of the copies of such reports received or written representations from certain Reporti ng Persons that no other reports were required, the Company believes that during its fiscal year ended December 31, 2023 all filing requirements applicable to the Reporting Persons were timely met.

APYX MEDICAL CORPORATION

1 unchanged sentence

Certain Relationships and Related Transactions

Several relatives of Nikolay Shilev, Apyx Bulgaria’s Managing Director, are considered related parties.

Some relatives of Nikolay Shilev, Apyx Bulgaria’s Managing Director, are considered related parties.

Teodora Shileva, Mr.

Shilev’s spouse, is an employee of the Company working in the accounting department.

Antoaneta Dimitrova Shileva-Toromanova, Mr.

Shilev’s sister, is t he manager of human resources.

Svetoslav Shilev, Mr.

35 unchanged sentences

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)

Matthew Hill Employment Agreement, dated November 28, 2023 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 28, 2023)

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)

2 unchanged sentences

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)

10.8 Credit and Guaranty Agreement, dated November 8 , 2023 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 9, 2023)

10.9 Warrant to Purchase Stock, dated November 8 , 2023 (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 9, 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)

5 unchanged sentences

32.2* Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002

97.1* Apyx Medical Corporation Clawback Policy, effective October 2, 2023

101.INS*** XBRL Instance Document

13 unchanged sentences

(Principal Executive Officer)

/s/ Tara Semb

/s/ Matthew Hill

Chief Financial Officer,

7 unchanged sentences

GOODWIN II Chief Executive Officer and Director March 21, 2024

/s/ TARA SEMB Chief Financial Officer, Treasurer and Secretary March 16, 2023

/s/ MATTHEW HILL Chief Financial Officer, Treasurer and Secretary March 21, 2024

/s/ JOHN ANDRES Vice Chairman of the Board March 21, 2024

9 unchanged sentences

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