What changed in this filing

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Item 9A. Controls and Procedures

2025-03-13 compared with 2024-03-21 · 333 added, 440 removed, 579 unchanged (57% of the section changed)

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Changes in 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.

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, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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The Governance and Nominating Committee believes that all directors, including nominees, should possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of our stockholders.

The Governance and Nominating Committee will consider criteria including the nominee’s current or recent experience as a senior executive officer, whether the nominee is independent, as that term is defined in existing independence requirements of The NASDAQ Stock Market LLC, the business, scientific or engineering experience currently desired on the Board, geography, the nominee’s industry experience and the nominee’s general ability to enhance the overall composition of the Board.

The Governance and Nominating Committee will consider criteria including the nominee’s current or recent experience as a senior executive officer, whether the nominee is independent, as that term is defined in existing independence requirements of the Nasdaq Global Select Market, the business, scientific or engineering experience currently desired on the Board, geography, the nominee’s industry experience and the nominee’s general ability to enhance the overall composition of the Board.

The Governance and Nominating Committee does not have a formal policy on diversity;

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Set forth below is information regarding the executive officers, directors and key employees of Apyx Medical Corporation as of March 13, 2025.

Name Age Position Director Since

Goodwin 58 Chief Executive Officer and Director December 2017

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

Todd Hornsby 48 Executive Vice President N/A

Moshe Citronowicz 71 Senior Vice President N/A

Andrew Makrides 82 Chairman of the Board December 1982

Waldman 77 Lead Independent Director March 2011

Michael Geraghty 77 Director March 2011

John Andres 66 Vice-Chairman of the Board July 2014

Craig Swandal 63 Director March 2018

Minnie Baylor-Henry 76 Director August 2019

Wendy Levine 51 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).

Director Since

Chief Executive Officer and Director

December 2017

Chief Financial Officer, Treasurer and Secretary

Moshe Citronowicz

Senior Vice President

Chief Operating Officer

Stavros Vizirgianakis

Chairperson of the Board

Lead Independent Director

Minnie Baylor-Henry

APYX MEDICAL CORPORATION

Board Diversity Matrix (as of December 31, 2023 and 2022)

Total Number of Directors 8

Makrides Goodwin Waldman Andres Geraghty Swandal Baylor-Henry Levine

Gender Identity

Male X X X X X X

Did Not Disclose Gender

Demographic Background

African American or Black X

Alaskan Native or Native American

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White X X X X X X X

Did Not Disclose Demographic Background

Knowledge, Skills and Experience Matrix

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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 X

Legal/Regulatory X X X X

HR/Compensation X X X X X

Executive Experience X X X X X X X X

Operations X X X

Strategic Planning/Oversight X X X X X X X X

Sales and Marketing X X X

Technology X X X X

Medical Device Industry X X X X X X

Andrew Makrides, Esq.

, age 82, Chairman of the Board of Directors since December 1982, received a Bachelor of Arts degree in Psychology from Hofstra University and a Juris Doctor Degree from Brooklyn Law School.

He is a member of the Bar of the State of New York and practiced law from 1968 until joining Apyx Medical Corporation as a co-founder and Executive Vice President and director, in 1982.

Makrides became President of the Company in 1985 and the CEO in December 1998 and served as such until March 18, 2011 at which point he relinquished his position as President, but remained CEO until December 2013.

Makrides employment contract expired December 31, 2016.

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

Vizirgianakis

Public Company Board Experience

Risk Management

Corporate Governance/Ethics

Legal/Regulatory

HR/Compensation

Executive Experience

Strategic Planning/Oversight

Sales and Marketing

Medical Device Industry

Stavros Vizirgianakis, age 54, Chairperson of the Board of Directors since May 2024, is an investor and strategic advisor to companies in the medical device field.

He currently serves on the Board of Directors at the following healthcare companies:

Tally Surgical, Inc.;

Theragenics Corporation;

Xtant Medical Holdings, Inc.

(NYSE American:

and Medinotec, Inc.

Vizirgianakis previously served on the Board of Directors at Bioventus Inc.

BVS) and Tenaxis Medical.

Vizirgianakis is the former Chief Executive Officer of medical device company, Misonix, Inc., which he led from 2016 through the company's acquisition of Bioventus Inc.

He previously served as Managing Director of the Medical Devices business at Ascendis Health Limited (JSE:

ASC) from 2014 to 2016.

Vizirgianakis co-founded Surgical Innovations, one of the largest privately-owned medical device distributors in the African region, which later became part of Ascendis Health Limited.

His career in the medical device industry also includes experience serving as Director of Sales for sub-Saharan Africa at United States Surgical Corporation and as General Manager of South Africa at Tyco Healthcare.

Vizirgianakis holds a degree in Commerce from the University of South Africa.

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 58, Chief Executive Officer and a Director of Apyx Medical since December 2017, is an

Vizirgianakis is qualified to serve as the Chairperson of the Board and as a Director given his extensive experience in the medical device industry.

APYX MEDICAL CORPORATION

accomplished senior executive with over 30 years of experience in the healthcare industry.

Goodwin , age 59, Chief Executive Officer and a Director of Apyx Medical since December 2017, is an accomplished senior executive with over 30 years of experience in the healthcare industry.

Before joining Apyx Medical in December 2017, Mr.

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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.

He is an accomplished Senior Executive with more than 20 years of success in the medical device and biotech industries.

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 and J-Plasma advanced energy system.

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

During his tenure, Todd directed the US Sales team, with a diversified product portfolio of biological heart valves and vascular grafts, surgical adhesives and hemostatic agents, dialysis access and CHF chronic heart failure products.

Todd also directed successful integrations of three acquisitions into the US sales channel.

Early in his medical device career, Todd held positions with Ethicon - Endo Surgery and Medex Medical.

Todd holds a BA in Psychology from Hope College.

He is also the recipient of many awards for sales achievement and growth.

Moshe Citronowicz , age 72, Senior Vice President since 2012, came to the United States in 1978 and has worked in a variety of manufacturing and high technology industries.

In October 1993, Mr.

Citronowicz joined the Company as Vice President of Operations and served as our Chief Operating Officer until November 2011.

Citronowicz joined the Company as Vice President of Operations and served as Chief Operating Officer until November 2011.

Currently, he is serving as the Senior Vice President.

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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

APYX MEDICAL CORPORATION

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 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 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.

He previously served as the Chairman of the Board of Trustees of the Long Island Power Authority and as Chair and a member of the Finance and Audit Committee of its Board of Trustees.

Waldman meets the definition of a financial expert as defined by the SEC and The NASDAQ Stock Market LLC.

Waldman meets the definition of a financial expert as defined by the SEC and the Nasdaq Global Select Market.

The Company believes Mr.

Waldman is qualified to serve as Director, Audit Committee Chair and Lead Independent Director because of his over 40 years of experience in public accounting and his positions on various boards.

Michael Geraghty , age 77, 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.

Prior to this, Mr.

Geraghty was the Vice President of Sales and Marketing for Everest Medical, Inc.

and before that was the Director of Marketing for Advanced Products at Arthrocare Corporation.

Geraghty specializes in building independent direct sales teams in the medical device industry and has extensive domestic and international sales and marketing experience.

He received his bachelor’s degree from St.

Mary’s University and graduate degree in Executive Sales Management from the University of Minnesota.

The Company believes Mr.

Geraghty is qualified to serve as Director and Compensation Committee Chair because of his extensive domestic and international sales, marketing, and management experience.

Craig Swandal , age 63, Director since March 2018.

Swandal has over 30 years of experience at public and privately-held medical technology and electronics manufacturing companies.

He began his career in 1981 at Unisys Corporation, a manufacturer of main frame computer systems, where he held a variety of manufacturing positions of increasing responsibility.

In 1995 he joined Silent Knight, a manufacturer of industrial fire and security systems, as a Manufacturing Manager and was promoted to Vice President of Operations.

Swandal joined Gyrus, a manufacturer of surgical devices, where he was responsible for the company’s manufacturing operations as Director of Operations and later Vice President of Operations.

Following Gyrus’s acquisition of ACMI in 2005, Mr.

Swandal was promoted to Senior Vice President and was responsible for the global operations of the combined company.

He developed and executed Gyrus ACMI’s strategy to consolidate its manufacturing, distribution, customer service and service and repair operations and was a member of the leadership team that successfully sold the company to Olympus Corporation for $2.2 billion in 2008.

Following the acquisition of Gyrus ACMI, Mr.

Swandal served on the executive leadership teams of several companies, including ATS Medical, ACELL and Tendyne, where he was focused on operational development and currently holds a position.

He is currently the Principal of Lead 2 Change Consulting, where he assists companies in identifying and implementing new manufacturing initiatives.

Swandal serves as a member of the Board of Managers for Tiumed LLC a nontraded medical device start up.

Swandal holds a Bachelor’s degree in Organizational Management and Communications from Concordia University, as well as a mini Master of Business Administration in Medical Technology from the University of St Thomas.

The Company believes Mr.

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

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.

Andres has been a private consultant, doing business through John C.

Andres, LLC, specializing in patent/business strategy development and execution.

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

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.

(KTWO) and from 2004 until 2010 served as a member of the Board of Directors of K2M, Inc.

Prior to 2004, Mr.

Andres held various legal and strategic business development positions at the Surgical Division of Tyco Healthcare Group, LLP, now Medtronic (NYSE:

MDT) and its predecessor, United States Surgical Corporation.

Before joining U.S.

Surgical, Mr.

Andres worked at the New York law firm of Morgan & Finnegan.

He received his Associate of Applied Science degree from Rochester Institute of Technology, his Bachelor of Arts degree from Lehigh University and his Juris Doctor from Pace University School of Law.

The Company believes Mr.

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

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Levine is qualified to serve as Director because of her extensive experience in marketing and advertising.

During November 2024, the Board added John Featherstone as a Board observer.

Featherstone is an accomplished commercial executive with over 20 years of progressive leadership experience in the aesthetic and medical device industry.

He has held senior leadership positions at several leading medical aesthetics companies, including Cytrellis Biosystems, Inc., Curtera, Inc., and Cynosure Inc., where he led strategic initiatives that drove revenue and built high-performance teams.

We believe that Mr.

Featherstone will bolster our commercial efforts and align our interests more closely with shareholders.

Involvement in Certain Legal Proceedings

Independent Board Members

The Board currently has seven independent members, Andrew Makrides, John Andres, Michael Geraghty, Lawrence J.

Waldman, Craig Swandal, Minnie Baylor-Henry and Wendy Levine, each of whom meets the existing independence requirements of The NASDAQ Stock Market LLC and the Securities and Exchange Commission.

The Board currently has four independent members, Stavros Vizirgianakis, Lawrence J.

Waldman, Minnie Baylor-Henry and Wendy Levine, each of whom meets the existing independence requirements of the Nasdaq Global Select Market and the Securities and Exchange Commission.

Board Leadership

On May 7, 2024, the Board appointed Stavros Vizirgianakis to serve as a director and non-executive Chairperson of the Board.

The Board has no formal policy with respect to separation of the positions of Chairperson and CEO or with respect to whether the Chairperson should be a member of management or an independent director, and believes that these are matters that should be discussed and determined by the Board from time to time.

We believe Mr.

Vizirgianakis is best suited for leading discussions, at the Board level, regarding performance relative to our corporate strategy and these discussions account for a significant portion of the time devoted at our Board meetings.

The Chief Executive Officer of the Company, Charles D.

Goodwin, is tasked with the responsibility of implementing our corporate strategy.

The independent directors appointed Lawrence J.

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The committee chairs have authority to hold executive sessions without management and non-independent directors present.

The Board has no formal policy with respect to separation of the positions of Chairman and CEO or with respect to whether the Chairman should be a member of management or an independent director, and believes that these are matters that should be discussed and determined by the Board from time to time.

The Chief Executive Officer of the Company, Charles D.

Goodwin, is tasked with the responsibility of implementing our corporate strategy.

We believe Mr.

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.

Board Evaluations

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The Board believes that risk management is an important component of the Company’s corporate strategy.

While we assess specific risks at our committee levels, the Board, as a whole, oversees our risk management process, and discusses and reviews with management major policies with respect to risk assessment and risk management.

The Board is regularly informed through its interactions with management and committee reports about risks we face in the course of our business.

Our Audit Committee also takes an active role in risk assessment and risk management.

While specific risks are assessed at the committee levels, the Board, as a whole, oversees the risk management process, and discusses and reviews with management major policies with respect to risk assessment and risk management.

The Board is regularly informed through its interactions with management and committee reports about risks faced in the course of business.

The Audit Committee also takes an active role in risk assessment and risk management.

Audit Committee

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and the overall quality of the Company’s financial reporting.

During 2023, our Audit Committee consisted of four independent members of the Board of Directors, Lawrence J.

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.

At December 31, 2024, the Audit Committee consisted of four independent members of the Board of Directors, Lawrence J.

Waldman, Stavros Vizirgianakis, Minnie Baylor-Henry, and Wendy Levine.

During 2024, Mr.

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

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.

At December 31, 2024, our Governance and Nominating Committee consisted of four independent members of the Board of Directors, Stavros Vizirgianakis who serves as Chairperson, Lawrence J.

Waldman, Wendy Levine and Minnie Baylor-Henry.

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

APYX MEDICAL CORPORATION

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 2023, our Compensation Committee consisted of four independent members of the Board of Directors, Michael Geraghty who served as Chairperson, John Andres, Lawrence J.

At December 31, 2024, our Compensation Committee consisted of four independent members of the Board of Directors, Wendy Levine who served as Chairperson, Stavros Vizirgianakis, Lawrence J.

Waldman and Wendy Levine.

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Specifically, the Committee provides oversight of management’s efforts to comply with the requirements for a medical device company operating in a highly regulated environment with respect to healthcare compliance, product quality and safety, and other areas as directed by the Board.

During 2023, our Regulatory Compliance Committee consisted of four independent members of the Board of Directors, Minnie Baylor-Henry who serves as Chairperson, John Andres, Craig Swandal and Wendy Levine.

At December 31, 2024, our Regulatory Compliance Committee consisted of four independent members of the Board of Directors, Minnie Baylor-Henry who serves as Chairperson, Stavros Vizirgianakis, Lawrence J.

Waldman and Wendy Levine.

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 2024:

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

Governance and

Stavros Vizirgianakis

Minnie Baylor-Henry

Number of Meetings*

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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

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

A copy of our Code of Ethics (the “Code”), 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/ and is reviewed 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.

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, 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.

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 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.

Insider Trading Policy

The Company has adopted an insider trading policy that governs the purchase, sale and/or other dispositions of our securities by our directors, officers and employees, as well as their immediate family members and others who may have access to material nonpublic information concerning the Company, and that is designed to promote compliance with insider trading laws, rules and regulations.

A copy of our Insider Trading Policy is contained within the Code and is filed as an exhibit to this Annual Report on Form 10-K.

APYX MEDICAL CORPORATION

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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 2025 and into the future.

Name Position

Goodwin President, CEO and Director

Moshe Citronowicz Senior Vice President

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.

President, CEO and Director

Moshe Citronowicz

Senior Vice President

Executive Vice President (1)

Chief Financial Officer

Chief Operating Officer (2)

(1) Departed role as Executive Vice President on November 4, 2024.

(2) Assumed role as Chief Operating Officer on November 6, 2024.

2024 Business Overview

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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

Total revenue of $48.1 million, representing a decrease of 8.1% year-over-year

Advanced Energy revenue of $38.6 million, representing a decrease of 11.0% year-over-year

Loss from operations of $18.8 million vs.

$17.3 million in 2023

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.

In November 2024, we undertook a cost saving restructuring which included an organizational reduction in force to better focus, optimize and streamline operations.

As a result of the organizational changes, we reduced our U.S.

workforce by nearly 25%.

We estimate the annualized future cost savings from the reduction in force to be approximately $4.3 million which we expect to contribute to our goal of decreasing loss and achieving cash-flow breakeven.

We incurred pre-tax charges of approximately $0.6 million in the fourth quarter of 2024 representing, for the most part, one-time cash expenditures for severance and other employee termination benefits.

In addition to the reduction in force, we have eliminated bonuses in 2024, reduced the size of the board of directors from eight to five members and reduced aggregate board cash compensation from $0.5 million annually to $0.1 million, while increasing board stock-based compensation.

In addition to the organizational changes, we have identified other direct cost savings we anticipate achieving in 2025.

The identified cost savings include reductions in professional fees, lower research and development costs as we complete the development of AYON, credit card fees and stock-based compensation.

We foresee, in totality, these cost savings will reduce our annual operating expenses below $40 million in 2025.

On November 7, 2024, we entered into an amendment to the Perceptive Credit Agreement.

The amendment reduced the financial covenant trailing twelve-month revenue targets relating to its Advanced Energy segment (tested quarterly), with amended year-end targets of $34.4 million, $37.0 million, $52.4 million and $60.3 million for 2024, 2025, 2026 and 2027, respectively.

The amendment also introduced a maximum operating expense financial covenant, with full year targets of $40.0 million and $45.0 million for 2025 and 2026, respectively.

The Perceptive Credit Agreement, as amended, continues to contain customary affirmative and negative covenants, including covenants limiting the ability of us and our subsidiaries, among other things, to incur debt, grant liens, make distributions, enter certain restrictive agreements, pay or modify subordinated debt, dispose of assets, make investments and acquisitions, enter into certain transactions with affiliates, and undergo certain fundamental changes, in each case, subject to limitations and exceptions set forth in the Perceptive Credit Agreement.

Additionally, we must maintain a balance of $3.0 million in cash and cash equivalents during the term of the Perceptive Credit Agreement.

On November 7, 2024, we closed a $7.0 million registered direct offering with a healthcare-focused fund and issued 3,000,000 shares of common stock and 2,934,690 of pre-funded warrants to purchase common stock with an exercise price of $.001 per share.

On January 6, 2025, the Company announced that it had submitted a 510(k) premarket notification to the U.S.

Food and Drug Administration (the “FDA”) for the AYON Body Contouring System (“AYON”).

APYX MEDICAL CORPORATION

AYON was developed with a focus on versatility and innovation.

AYON has been designed to be the only device a surgeon needs for comprehensive body contouring solutions.

This all-in-one system integrates advanced modalities to perform multiple functions seamlessly, removing unwanted fat, enhancing tissue contraction and addressing the full range of patient needs from contouring to aesthetic enhancement.

The initial submission for AYON includes the following:

Dual aspiration to facilitate simultaneous users

Ultrasound-assisted liposuction

Electrocoagulation to support procedures requiring removal of excess tissue

Volume enhancement capabilities

Renuvion treatment to address loose and lax skin

During 2025, the Company plans to expand the indications with an additional 510(k) submission for AYON to include power assisted liposuction.

WHAT GUIDES OUR PROGRAM

General Compensation Philosophy

APYX MEDICAL CORPORATION

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.

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With these objectives in mind, our Board has built executive and non-executive compensation programs that consist of three principal elements - base salary, performance bonuses and grants of stock options.

Pay Element How It’s Paid Purpose

Base Salary Cash (Fixed) Provide a competitive base salary rate relative to similar positions in the market and enable the Company to attract and retain critical executive talent.

Performance Bonuses (Annual Incentives) Cash (Variable) Reward executive officers for delivering on annual financial and/or strategic objectives that contribute to the creation of stockholder value.

Long-Term Incentives Equity (Variable) Provide incentives for executive officers to execute on longer-term financial goals that drive the creation of stockholder value, support the Company’s retention strategy, and provide alignment with the interests of our stockholders.

How It ’ s Paid

Provide a competitive base salary rate relative to similar positions in the market and enable the Company to attract and retain critical executive talent.

Performance Bonuses (Annual Incentives)

Cash (Variable)

Reward executive officers for delivering on annual financial and/or strategic objectives that contribute to the creation of stockholder value.

Long-Term Incentives

Equity (Variable)

Provide incentives for executive officers to execute on longer-term financial goals that drive the creation of stockholder value, support the Company’s retention strategy, and provide alignment with the interests of our stockholders.

The Decision-Making Process

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

APYX MEDICAL CORPORATION

The Role of the Independent Consultant.

The Compensation Committee engages an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs.

Pursuant to authority granted to it under its charter, the Compensation Committee has hired Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent consultant.

Pearl Meyer reports directly to the Compensation Committee and does not provide any additional services to management.

The Compensation Committee may engage an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs.

Pursuant to authority granted to it under its charter, in prior years, the Compensation Committee hired Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent consultant.

Pearl Meyer reported directly to the Compensation Committee and did not provide any additional services to management.

The Compensation Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules.

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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

APYX MEDICAL CORPORATION

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

The Compensation Committee utilizes its experience and 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.

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.

GenMark Diagnostics, Inc.

OrthoPediatrics Corp.

BioLife Solutions, Inc.

Sensus Healthcare, Inc.

Corindus Vascular Robotics, Inc.

IRadimed Corporation TransEnterix, Inc.

Misonix, Inc.

TransMedics Group, Inc.

Ekso Bionics Holdings, Inc.

Neuronetics, Inc.

Utah Medical Products, 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.

Name 2023 2022 % Change

Goodwin $ 482,500 $ 482,500 —%

Moshe Citronowicz

Todd Hornsby $ 368,000 $ 368,000 —%

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

Tara Semb $ 342,500 $ 342,500 —%

Performance Bonus

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The table below discloses the annual incentive targets for each NEO for 2024:

Name 2023 Base Salary

($) Bonus Target

(% of Base Salary) Bonus at Target

Goodwin $ 482,500 85 % $ 410,125

2024 Base Salary

Bonus at Target

(% of Base Salary)

Moshe Citronowicz

Todd Hornsby (1)

Matthew Hill (1)

$ 32,692 50 % $ 16,346

Tara Semb (1)

$ 320,917 50 % $ 160,459

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

(1) Prorated based on time in position.

APYX MEDICAL CORPORATION

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2024 Annual Incentive Plan Payouts.

Based on the actual financial performance results, the funding for performance bonuses was set at 74.7% of each NEO’s applicable target.

Due to economic uncertainty for capital equipment purchases in the aesthetics space, the funding for performance bonuses was set at 0% of each NEO’s applicable target.

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 2024:

Name Bonus Target

(% of Base Salary) Bonus Target

Actual Award Payout

Goodwin 85 % $ 410,125 $ 306,363

(% of Base Salary)

Moshe Citronowicz

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

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

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

Equity Compensation

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In addition, equity compensation is designed to attract and retain the executive management team and other key employees throughout the organization.

The Compensation Committee has an established practice of approving equity awards for issuance in January of each year.

This allows the Compensation Committee to consider the Company's performance over the prior year and business environment in determining the size of the equity award to approve.

The exercise price of equity awards is the closing price on the grant date.

The grant date of the awards is at least two trading days following the Company's preliminary revenue release, allowing time for this information to disseminate and become public.

The Compensation Committee may grant equity awards at times when it is in possession of material non-public information.

In January 2024, the Board approved equity awards to the NEOs.

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The 2024 awards for each NEO were as follows:

Name Stock Options

Stock Options

(# of options)

Goodwin 243,000

Moshe Citronowicz 72,000

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.

Moshe Citronowicz

(1) Executive's employment agreement provided for 150,000 non-qualified stock options, 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 10th anniversary of the grant date, and have an exercise price of $2.42 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

APYX MEDICAL CORPORATION

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 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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For more information on employer contributions to the 401(k) Savings Plan see the Summary Compensation Table and its footnotes.

APYX MEDICAL CORPORATION

Tax and Accounting Considerations

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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

The following table sets forth the compensation paid to each of our Executive Officers for the years ended December 31, 2024 and 2023 for services to our Company in all capacities:

Name and Principal Position Year Salary Bonus

($) Stock Awards

Option Awards

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All Other Compensation

($) (2) Total

Goodwin 2023 $ 482,500 $ 306,363 $ — $ 448,335 $ — $ — $ 24,272 $ 1,261,470

Name and Principal Position

CEO and Director

CFO, Treasurer and Secretary

Moshe Citronowicz

Senior Vice President

Todd Hornsby 2023 $ 368,000 $ 151,193 $ — $ 184,500 $ — $ — $ 42,576 $ 746,269

Shawn Roman(3)

Chief Operating Officer

Executive Vice President

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

CFO, Treasurer and Secretary 2022 $ 342,500 $ — $ — $ 657,696 $ — $ — $ 17,553 $ 1,017,749

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

The amounts for 2024, include compensation under the following plans and programs:

Citronowicz T.

Roman was promoted to Chief Operating Officer on November 6, 2024.

Life insurance premiums

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Cell phone allowance

Severance — — — — 342,500

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

Sign-on bonus

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

APYX MEDICAL CORPORATION

Pay vs Performance

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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)

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)

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

Moshe Citronowicz, Todd Hornsby, Matthew Hill and Shawn Roman are the non-PEO named executive officers for the 2024 year presented.

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

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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

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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

(in thousands except per share data)

2024 vs 2023 Change

2023 vs 2022 Change

Total stockholder return (change in stock price)

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Employment Agreements and Potential Payments Upon Termination or Change in Control

At December 31, 2023, we were obligated under four employment agreements.

Name Contract Expiration Date

Goodwin N/A (1)

Matthew Hill N/A (1)

Todd Hornsby N/A (1)

At December 31, 2024, we were obligated under three employment agreements.

Contract Expiration Date

Moshe Citronowicz

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Goodwin’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.

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

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

APYX MEDICAL CORPORATION

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

APYX MEDICAL CORPORATION

Matthew Hill Employment Agreement

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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.

Hill’s options (i) that were exercisable as of the effective date of the termination 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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The Hill Agreement contains customary non-competition, non-solicitation, and confidentiality provisions in favor of the Company.

APYX MEDICAL CORPORATION

Moshe Citronowicz Employment Agreement

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 his contract.

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

Citronowicz may be terminated as follows:

Upon the death of the Mr.

Citronowicz, in which case Mr.

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

Citronowicz pro-rated through the date of death.

By the resignation of Mr.

Citronowicz at any time upon at least thirty (30) days prior written notice to Apyx in which case Apyx shall be obligated to pay Mr.

Citronowicz the basic annual compensation due him pro-rated to the effective date of termination.

By Apyx, “for cause” if during the term of the employment agreement Mr.

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.

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

Citronowicz at any time upon at least thirty (30) days prior written notice to Mr.

In this case Apyx shall be obligated to pay Mr.

Citronowicz compensation in effect at such time, including all bonuses, accrued or prorated and expenses up to the date of termination.

Thereafter, Apyx shall pay Mr.

Citronowicz three times the salary in effect at the time of termination payable in one lump sum.

If Apyx fails to meet its obligations to Mr.

Citronowicz on a timely basis, or if there is a change in the control of Apyx, the executive may elect to terminate Mr.

Citronowicz’s employment agreement.

Upon any such termination or breach of any of its obligations under the employment agreement, Apyx shall pay Mr.

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.

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”).

APYX MEDICAL CORPORATION

Agreement amends and restates Mr.

The Hornsby Agreement amends and restates Mr.

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

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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) 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 termination 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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Hornsby’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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The Hornsby Agreement contains customary non-competition, non-solicitation, and confidentiality provisions in favor of the Company.

Moshe Citronowicz Employment Agreement

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 his contract.

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

Citronowicz may be terminated as follows:

Upon the death of the Mr.

Citronowicz, in which case Mr.

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

Citronowicz pro-rated through the date of death.

By the resignation of Mr.

Citronowicz at any time upon at least thirty (30) days prior written notice to Apyx in which case Apyx shall be obligated to pay Mr.

Citronowicz the basic annual compensation due him pro-rated to the effective date of termination.

By Apyx, “for cause” if during the term of the employment agreement Mr.

APYX MEDICAL CORPORATION

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

Citronowicz at any time upon at least thirty (30) days prior written notice to Mr.

In this case Apyx shall be obligated to pay Mr.

Citronowicz compensation in effect at such time, including all bonuses, accrued or prorated and expenses up to the date of termination.

Thereafter, Apyx shall pay Mr.

Citronowicz three times the salary in effect at the time of termination payable in one lump sum.

If Apyx fails to meet its obligations to Mr.

Citronowicz on a timely basis, or if there is a change in the control of Apyx, the executive may elect to terminate Mr.

Citronowicz’s employment agreement.

Upon any such termination or breach of any of its obligations under the employment agreement, Apyx shall pay Mr.

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

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 Semb Agreement was terminated on December 8, 2023.

The Hornsby Agreement was terminated on November 4, 2024.

Shawn Roman Employment Agreement

On January 31, 2025, the Company entered into an Employment Agreement, effective as of January 28, 2025, with Shawn Roman, the Company’s Chief Operating Officer (the “Roman Agreement”).

The term of Mr.

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

Under the Roman Agreement, Mr.

Roman will receive an initial annual base salary of $305,760, which shall be reviewed from time to time and be modified by the Committee in its sole and exclusive discretion.

Roman 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.

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

Roman 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.

Roman 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.

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

In addition, Mr.

Roman’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.

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

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

Roman without good reason, Mr.

Roman 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.

Roman’s employment is terminated by Mr.

Roman without good reason, Mr.

Roman’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.

Roman’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.

Roman’s employment is terminated by Mr.

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

Roman 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.

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

In addition, Mr.

Roman’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.

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

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

APYX MEDICAL CORPORATION

Outstanding Equity Awards

The following table presents information with respect to each unexercised stock option held by our Executive Officers as of December 31, 2024:

Name # of Securities

(# Exercisable) # of Securities Underlying Unexercised Options

(# Unexercisable) Weighted Average Option

# of Securities

# of Securities Underlying

Weighted Average Option

Unexercised Options

Exercise Price

($/Sh) Option Expiration

Option Expiration

(# Exercisable)

(# Unexercisable)

Range After Grant Date

Goodwin 1,641,000 445,500 $ 5.39 12/15/2027 – 1/11/2033

12/15/2027 – 1/10/2034

Moshe Citronowicz

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 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, 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.

At December 31, 2023, approximately 70,000 are available to be issued in this plan.

In August 2017, the Company’s stockholders approved the 2017 Executive and Employee Stock Option Plan covering a total of 3,000,000 shares of common stock issuable upon exercise of options to be granted under the plan.

At December 31, 2023, approximately 10,000 are available to be issued in this plan.

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, 2023, approximately 360,000 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.

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.

3/16/2026 – 1/10/2034

The following table summarizes the stockholder approved plans pursuant to which equity awards are granted together with the number of shares authorized for the issuance and the approximate number of shares available for future grants at December 31, 2024:

# Approved by

Stockholder approved plan

2012 Share Incentive Plan

2015 Executive and Employee Stock Option Plan

2017 Executive and Employee Stock Option Plan

2019 Share Incentive Plan

2021 Share Incentive Plan

2023 Share Incentive Plan

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

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The following is a table showing the director compensation for the year ended December 31, 2024:

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

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

Stock Awards ($) (c)

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Total ($) (h)

Stavros Vizirgianakis

Minnie Baylor-Henry

Andrew Makrides

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

Michael Geraghty

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

Craig Swandal

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).

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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.

APYX MEDICAL CORPORATION

Governance and Nominating Committee

6 unchanged sentences

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.

On December 17, 2024, the Board terminated the compensation arrangement, effective October 1, 2024, and approved the following compensation arrangement:

Annual cash compensation to be paid to the Chair of the Audit Committee of the Board shall be $46,000 per year.

Annual cash compensation to be paid to the Lead Independent Director of the Board shall be $27,500 per year.

Annual cash compensation to be paid to the Chair of the Regulatory Compliance Committee of the Board shall be $20,000 per year.

Annual cash compensation to be paid to the Chair of the Compensation Committee of the Board shall be $10,000 per year.

Non-employee members of the Board shall be granted, following the release of the Company's preliminary 2024 top line revenue results, an option to purchase 50,000 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 on the grant date, which vests ratably over a one (1) year period.

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

1 unchanged sentence

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 2023, our Compensation Committee consisted of four independent members of the Board of Directors, Michael Geraghty (Chairperson), John Andres, Lawrence J.

Waldman and Wendy Levine.

At December 31, 2024, our Compensation Committee consisted of four independent members of the Board of Directors, Wendy Levine, who served as Chairperson, Stavros Vizirgianakis, Lawrence J.

Waldman and Minnie Baylor-Henry.

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

3 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, 2024 for filing with the SEC.

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.

APYX MEDICAL CORPORATION

2 unchanged sentences

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))

Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

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

Equity compensation plans not approved by security holders

60,000 $ 4.18 —

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

(1) Represents inducement grants for new hires

The following table reconciles our shares authorized to those available to issue at December 31, 2024:

Shares authorized

Shares issued and outstanding

Shares reserved pursuant to 2012 Share Incentive Plan

Shares reserved pursuant to 2015 Executive and Employee Stock Option Plan

Shares reserved pursuant to 2017 Executive and Employee Stock Option Plan

Shares reserved pursuant to 2019 Share Incentive Plan

Shares reserved pursuant to 2021 Share Incentive Plan

Shares reserved pursuant to 2023 Share Incentive Plan

Shares reserved pursuant to MidCap Warrant Agreement

Shares reserved pursuant to Perceptive Warrant Agreement

Shares reserved pursuant to pre-funded warrant agreements

Shares available to issue

APYX MEDICAL CORPORATION

Security Ownership of Certain Beneficial Owners

1 unchanged sentence

Number of Shares

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

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

Name and Address

Nature of Ownership

Percentage of Ownership (i)

Nantahala Capital Management, LLC

New Canaan, CT 06840

William Weeks Vanderfelt

Coralis 44, Azzuri Village 44

Roches Noires, 31201 Mauritius

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

Archon Capital Management, LLC

1100 19th Avenue E

Seattle, WA 98122

Royce & Associates, LP

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 %

5115 Ulmerton Rd.

Clearwater, FL 33760

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

5115 Ulmerton Rd.

Clearwater, FL 33760

Andrew Makrides Common 729,441 (iv) Beneficial 2.1 %

5115 Ulmerton Rd.

APYX MEDICAL CORPORATION

Clearwater, FL 33760

Todd Hornsby Common 491,001 (v) Beneficial 1.4 %

5115 Ulmerton Rd.

Clearwater, FL 33760

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

5115 Ulmerton Rd.

Clearwater, FL 33760

Geraghty Common 179,052 (vii) Beneficial 0.5 %

Stavros Vizirgianakis

99 Boulevard du Jardin

Exotique, Monaco, 98000

Moshe Citronowicz

5115 Ulmerton Rd.

Clearwater, FL 33760

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

5115 Ulmerton Rd.

Clearwater, FL 33760

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

Lawrence Waldman

5115 Ulmerton Rd.

Clearwater, FL 33760

Craig Swandal Common 100,052 (x) Beneficial 0.3 %

Minnie Baylor-Henry

5115 Ulmerton Rd.

Clearwater, FL 33760

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

5115 Ulmerton Rd.

Clearwater, FL 33760

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

5115 Ulmerton Rd.

1 unchanged sentence

Officers and Directors as a group (8 persons)

APYX MEDICAL CORPORATION

(i) Based on 37,793,886 outstanding shares of Common Stock as of March 11, 2025, of which officers and directors owned a total of 2,344,096 shares at March 11, 2025.

1 unchanged sentence

(ii) Includes 90,000 shares and 2,086,500 vested options (and exercisable within 60 days thereafter).

(iii) Includes 456,504 shares and 359,000 vested options (and exercisable within 60 days thereafter).

(iv) Includes 1,746,191 shares and 28,561 vested options (and exercisable within 60 days thereafter).

(iv) Includes 456,504 shares and 407,000 vested options (and exercisable within 60 days thereafter).

(v) Includes 0 shares and 252,001 vested options (and exercisable within 60 days thereafter).

3 unchanged sentences

(viii) Includes 8,500 shares and 75,000 vested options (and exercisable within 60 days thereafter).

APYX MEDICAL CORPORATION

(ix) Includes 0 shares and 79,561 vested options (and exercisable within 60 days thereafter).

(x) Includes 60,173 shares and 39,879 vested options (and exercisable within 60 days thereafter).

(xi) Includes 0 shares and 47,052 vested options (and exercisable within 60 days thereafter).

(xii) Includes 2,500 shares and 0 vested options (and exercisable within 60 days thereafter).

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Co mmission.

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 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.

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, 2024 all filing requirements applicable to the Reporting Persons were timely met, with the exception of one delinquent filing for Mr.

Roman who inadvertently failed to file the initial Form 3 within the required period.

APYX MEDICAL CORPORATION

7 unchanged sentences

Independent Board Members

The Board currently has seven independent members, Andrew Makrides, John Andres, Michael Geraghty, Lawrence J.

Waldman, Craig Swandal, Minnie Baylor-Henry and Wendy Levine who meet the existing independence requirements of The NASDAQ Stock Market LLC and the Securities and Exchange Commission.

The Board currently has four independent members, Stavros Vizirgianakis, Lawrence J.

Waldman, Minnie Baylor-Henry and Wendy Levine who meet the existing independence requirements of the Nasdaq Global Select Market and the Securities and Exchange Commission.

Principal Accountant Fees and Services

8 unchanged sentences

Audit related fees consist of billed and unbilled fees for assurance and related services that are reasonably related to the performance of the audit or reviews of Apyx's consolidated financial statements and are not reported under “Audit Fees”.

(3) Tax fees consist of billed and unbilled fees for professional services rendered for tax compliance and tax advice (domestic and international).

Tax fees consist of billed and unbilled fees for professional services rendered for tax compliance (domestic and international).

These services include assistance regarding federal and international tax compliance and planning associated with transfer pricing and research and development activities.

(4) All other fees consist of fees for products and services other than the services reported above.

All other fees consist of fees for services other than the services reported above.

APYX MEDICAL CORPORATION

Exhibits and Financial Statement Schedules

(a)(1) LISTING OF FINANCIAL STATEMENTS Page

LISTING OF FINANCIAL STATEMENTS

The following consolidated financial statements of the Company are included in Item 8 of this Report:

4 unchanged sentences

Notes to Consolidated Financial Statements

(a)(2) FINANCIAL STATEMENT SCHEDULES

FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Report.

(a)(3) EXHIBITS

APYX MEDICAL CORPORATION

(a)(3) EXHIBITS

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)

5 unchanged sentences

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)

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)

Shawn Roman Employment Agreement, dated January 31, 2025 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 6, 2025)

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)

Lease Agreement, dated March 14, 2023 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 15, 2023)

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)

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)

Amendment to Credit and Guaranty Agreement, dated November 7, 2024 (Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on November 8, 2024)

Securities Purchase Agreement, dated November 7, 2024 (Incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on November 8, 2024)

Pre-Funded Warrant to Purchase Stock, dated November 7, 2024 (Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on November 8, 2024)

Code of Ethics

Insider Trading Policy, included in Exhibit 14

List of Subsidiaries

4 unchanged sentences

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

101.SCH*** XBRL Taxonomy Extension Schema Document

101.CAL*** XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*** XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*** XBRL Taxonomy Extension Label Linkbase Document

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

Apyx Medical Corporation Clawback Policy, effective October 2, 2023 (Incorporated by the reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K filed on March 21, 2024)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Label Presentation Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Title Date

/s/ ANDREW MAKRIDES Chairman of the Board March 21, 2024

Andrew Makrides

/s/ STAVROS VIZIRGIANAKIS

Chairperson of the Board of Directors

March 13, 2025

Stavros Vizirgianakis

/s/ CHARLES D.

GOODWIN II Chief Executive Officer and Director March 21, 2024

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

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

Chief Executive Officer and Director

March 13, 2025

/s/ MATTHEW HILL

Chief Financial Officer, Treasurer and Secretary

March 13, 2025

/s/ LAWRENCE J.

WALDMAN Director March 21, 2024

/s/ MICHAEL GERAGHTY Director March 21, 2024

Michael Geraghty

/s/ CRAIG SWANDAL Director March 21, 2024

Craig Swandal

/s/ MINNIE BAYLOR-HENRY Director March 21, 2024

March 13, 2025

/s/ MINNIE BAYLOR-HENRY

March 13, 2025

Minnie Baylor-Henry

/s/ WENDY LEVINE Director March 21, 2024

/s/ WENDY LEVINE

March 13, 2025

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