What changed in this filing

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Item 9A. Controls and Procedures

2026-03-10 compared with 2025-03-13 · 87 added, 139 removed, 773 unchanged (23% of the section changed)

108 unchanged sentences

Citronowicz’s employment contract extends to December 31, 2025.

Roman , age 54, joined Apyx Medical in October 2014 and has served as Vice President of Research and Development since June 2015.

In this role, he has been responsible for new product and technology development as well as the clinical research supporting the safety and efficacy of the Renuvion product portfolio.

As Chief Operating Officer since November 2024, he has maintained responsibility for Research and Development including the development and commercial release of the AYON Body Contouring System and has assumed leadership of the Regulatory Affairs, Quality Assurance, and Medical Affairs departments.

Prior to joining Apyx Medical, Mr.

Roman served as Engineering Manager and then General Manager of the Co-Innovation Florida location of Coorstek Medical, a privately held company specializing in providing product development and manufacturing services to orthopedic medical device companies.

Prior to joining Coorstek, Mr.

Roman spent more than 14 years with the craniomaxillofacial division of what is now Zimmer Biomet in a variety of product development roles of increasing responsibility including Vice President of Research and Development.

Roman holds a Bachelor of Science in Mechanical Engineering from the University of Florida and a Bachelor of Physics from Jacksonville University.

Waldman, CPA , age 79, Director since March 2011, Lead Independent Director, and Audit Committee Chair.

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

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

in August of 2015 and since December 2015, serves as Chair of its Audit Committee, and from December 2021 to March 2024, served as its Lead Independent Director.

In October 2016, Mr.

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Wendy Levine , age 53, Director, has over 25 years of healthcare marketing and advertising experience across the pharmaceutical, biotech, medical device and vaccine sectors.

She is currently Group President and head of the advertising business at 21GRAMS, part of Real Chemistry, a global health innovation company that she founded with her partners in 2018.

Prior to her retirement in 2024, Ms.

Levine was Group President and head of the advertising business at 21GRAMS, part of Real Chemistry, a global health innovation company that she founded with her partners in 2018.

From 2003 to 2007, Ms.

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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

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

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

At December 31, 2025, our Governance and Nominating Committee consisted of four independent members of the Board of Directors, Stavros Vizirgianakis who serves as Chairperson, Lawrence J.

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Regulatory Compliance Committee

The Regulatory Compliance Committee, formed in the third quarter of 2019, is responsible for matters relating to the Company’s overall non-financial regulatory and compliance strategies and systems.

The Regulatory Compliance Committee is responsible for matters relating to the Company’s overall non-financial regulatory and compliance strategies and systems.

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.

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Code of Ethics

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.

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/physician-investor-relations/#corpgovernance 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.

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Senior Vice President

Executive Vice President (1)

Chief Financial Officer

Chief Operating Officer

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

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

2025 Business Overview

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.

We are a surgical aesthetics company with a passion for elevating people’s lives through innovative products, including its Helium Plasma Platform Technology products marketed and sold as Renuvion ® and the AYON Body Contouring System TM (“AYON”) 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.

AYON is an FDA-cleared, surgeon-designed body contouring system that combines precision, versatility, and innovation in an all-in-one platform.

It seamlessly integrates fat removal, closed loop contouring, and Renuvion’s tissue contraction and electrosurgical capabilities, empowering surgeons to deliver comprehensive body contouring treatments for patients.

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

Recent Business Developments

Below are key financial and operational highlights:

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

Total revenue of $52.8 million, representing growth of 9.9% year-over-year

Surgical Aesthetics revenue of $45.3 million, representing growth of 17.4% year-over-year

Loss from operations of $6.4 million vs.

$18.8 million in 2024

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

On May 13, 2025, we announced that we had received 510(k) clearance from the U.S.

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

We completed the soft launch of AYON, leveraging our relationships with key surgeons in critical geographies.

Additionally, we commenced the commercial launch of AYON in September 2025.

AYON was developed with a focus on versatility and innovation.

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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.

On October 13, 2025, we announced that we had submitted the 510(k) premarket notification to the FDA for the label expansion of AYON to include power liposuction.

We anticipate receiving clearance in the second quarter 2026.

On July 28, 2025, we announced the launch of Renuvion in China following receipt of initial market clearance from the National Medical Products Administration of China.

APYX MEDICAL CORPORATION

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 estimated the annualized future cost savings from the reduction in force to be approximately $4.3 million.

In addition to the reduction in force, we 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 identified other direct cost savings we achieved in 2025.

The identified cost savings include reductions in professional fees, lower research and development costs, lower credit card fees and stock-based compensation.

These cost savings reduced our annual operating expenses below $40.0 million in 2025, as compared to $48.2 million and $53.7 million in 2024 and 2023, respectively.

On November 18, 2025, we entered into an underwriting agreement where we sold 2,762,431 shares of common stock at an offering price of $3.62.

After deducting incremental direct costs of the Offering, the Company’s net proceeds were approximately $9.1 million.

WHAT GUIDES OUR PROGRAM

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The Role of the Independent Consultant.

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.

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

The Role of Peer Group Companies.

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 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.

The Compensation Committee has looked to its independent compensation consultant and performed an independent review by its Chairperson to provide and analyze competitive market data for each NEO, comparing each of their individual components of compensation and total compensation to market.

BIOLASE, Inc.

Pulmonx Corporation

Sensus Healthcare, Inc.

CytoSorbents Corporation

TELA Bio, Inc.

Electromed, Inc.

Utah Medical Products, Inc.

The results of the survey confirmed that, consistent with our desired philosophy, our compensation arrangements were competitive with the marketplace, with some variation by individual.

Neuronetics, Inc.

Xtant Medical Holdings, Inc.

NeuroPace, Inc.

The results of the survey and independent review confirmed that, consistent with our desired philosophy, our compensation arrangements were competitive with the marketplace, with some variation by individual.

2025 Executive Compensation Program

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Performance Bonus

The performance-based cash incentive bonus is designed to provide an opportunity for our senior executives, including our NEOs, to earn an annual incentive, paid in cash, based on the achievement of certain financial targets and/or strategic priorities.

Historically, the Compensation Committee has set performance-based cash incentive bonus targets, which are designed to provide an opportunity for our senior executives, including our NEOs, to earn an annual incentive, paid in cash, based on the achievement of certain financial targets and/or strategic priorities.

An executive’s incentive target is a percentage of their base salary.

The Compensation Committee assessed our performance against certain financial metrics during 2024 with payouts measured on a scale of zero to 125% of target.

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

In 2025, there was no formal bonus program..

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

2025 Base Salary

Bonus at Target

Historical Bonus Target

Bonus at Historical Target

(% of Base Salary)

Moshe Citronowicz

Todd Hornsby (1)

(1) Prorated based on time in position.

APYX MEDICAL CORPORATION

In 2024, 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.

2024 Annual Incentive Plan Payouts.

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.

In 2025, there was no formal bonus program.

2025 Discretionary Payouts.

Due to the top line revenue growth, operating loss reductions, cash flows from operation reductions and achieving operational objectives including the successful commercial launch of AYON, the Compensation Committee elected to pay a discretionary bonus and funding for performance bonuses was set at 100% of each NEO’s applicable historical target.

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

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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.

In addition to its annual grant process, the Compensation Committee may also approve equity awards at other times during the year when it believes such awards are appropriate to recruit, retain, or incentivize employees.

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.

In January 2025, the Board approved initial equity awards to the NEOs while it evaluated total NEO compensation.

In May 2025, the Board approved additional equity awards to the NEOs.

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

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(# of options)

Matthew Hill (1)

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.

The stock options granted in January and May 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 $1.42 and $1.48 per share, respectively.

Stock options are subject to the award recipient’s continued employment through each vesting date.

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Senior Vice President

Shawn Roman(3)

Chief Operating Officer

Executive Vice President

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

The amounts for 2025, include compensation under the following plans and programs:

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

Life insurance premiums

Life insurance premium

Short-term disability premiums

Health insurance premiums

HSA contributions

Employer 401(k) contribution

Automobile allowance

Cell phone allowance

Sign-on bonus

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

APYX MEDICAL CORPORATION

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

Moshe Citronowicz, Matthew Hill and Shawn Roman are the non-PEO named executive officers for the 2025 year presented.

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.

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

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

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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.

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.

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

The term of Mr.

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

Under the Hornsby Agreement, Mr.

Hornsby will receive an initial annual base salary of $347,000, which shall be reviewed from time to time and may be increased, but not decreased, by the Committee in its sole and exclusive discretion.

Hornsby 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.

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

Hornsby 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.

Hornsby 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.

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

In addition, Mr.

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 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.

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

Hornsby without good reason, Mr.

Hornsby 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.

Hornsby’s employment is terminated by Mr.

Hornsby without good reason, Mr.

Hornsby’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.

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.

Hornsby’s employment is terminated by Mr.

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

Hornsby 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.

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

In addition, Mr.

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

The Hornsby Agreement was terminated on November 4, 2024.

Shawn Roman Employment Agreement

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12/15/2027 – 5/15/2035

1/10/2034 – 5/15/2035

Moshe Citronowicz

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# Approved by

Stockholder approved plan

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

APYX MEDICAL CORPORATION

Compensation of Non-Employee Directors

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Minnie Baylor-Henry

Andrew Makrides

Michael Geraghty

Craig Swandal

* 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.

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

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.

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

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

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

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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.

Non-employee members of the Board also received an interim grant of options to purchase 50,000 shares of the Corporation's common stock.

The exercise price of these options is equal to the closing price of the Corporation's common stock on its principal exchange two (2) business days following release of the Company's 2024 preliminary top line revenue results.

The options vest ratably over a one (1) year period.

On May 15, 2025, following a peer analysis, the Board approved an additional one-time option grant as follows:

For the Chair of the Board an option to purchase 128,000 shares of the Corporation's common stock.

For the Chair of the Audit Committee an option to purchase 30,000 shares of the Corporation's common stock.

For the Chair of the Regulatory Compliance Committee an option to purchase 59,000 shares of the Corporation's common stock.

For the Chair of the Compensation Committee an option to purchase 64,000 shares of the Corporation's common stock.

These options all had an exercise price equal to the closing price of the Company’s common stock on its principal exchange on the date of grant and vest ratably over a one (1) year period.

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

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Shares reserved pursuant to pre-funded warrant agreements

Shares reserved pursuant to underwriting agreement

Shares available to issue

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New Canaan, CT 06840

William Weeks Vanderfelt

Coralis 44, Azzuri Village 44

Roches Noires, 31201 Mauritius

Archon Capital Management, LLC

1 unchanged sentence

Seattle, WA 98122

William Weeks Vanderfelt

Coralis 44, Azzuri Village 44

Roches Noires, 31201 Mauritius

Royce & Associates, LP

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(ii) Includes 90,000 shares and 2,261,833 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).

(iii) Includes 1,746,191 shares and 192,545 vested options (and exercisable within 60 days thereafter).

(iv) Includes 456,504 shares and 491,000 vested options (and exercisable within 60 days thereafter).

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

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

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, 2025 all filing requirements applicable to the Reporting Persons were timely met.

APYX MEDICAL CORPORATION

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Certain Relationships and Related Transactions

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

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

Teodora Shileva, Mr.

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

Certificate of Amendment to the Certificate of Incorporation of Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on December 12, 2025)

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)

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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

Code of Ethics (Incorporated by reference to Exhibit 14 to the Registrant's Annual Report on Form 10-K filed on March 13, 2025)

Insider Trading Policy, included in Exhibit 14 (Incorporated by reference to Exhibit 19 to the Registrant's Annual Report on Form 10-K filed on March 13, 2025)

List of Subsidiaries

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

What changed 10-K

Item 9A. Controls and Procedures