1 unchanged sentence
Rule 10b5-1 Trading Plans
−Removed: During the three months ended March 31, 2024, no director or officer of the Company adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended June 30, 2024, no director or officer of the Company adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: Michael Monahan - Cash-Based Performance Bonus Opportunity
+Added: The information included in this portion of Part II, Item 5 of this Quarterly Report on Form 10-Q is provided in lieu of filing such information on a Current Report on Form 8-K under Item 5.02.
+Added: Departure of Directors or Certain Officers;
+Added: Election of Directors;
+Added: Appointment of Certain Officers;
+Added: Compensatory Arrangements of Certain Officers.
+Added: On August 6, 2024, the Company, following consultation with and under the recommendation of the Company’s Compensation Committee, issued a letter (the “Bonus Opportunity Letter”) that approved the grant of a cash-based performance bonus in the amount of $300,000 to Michael Monahan , the Company’s Chief Financial Officer (the “Cash Performance Bonus”).
+Added: The Cash Performance Bonus will be paid in one lump sum payment on or before April 15, 2025 (the “Target Date”), provided that Mr.
+Added: Monahan achieves the following performance goals, the satisfaction of which will be determined by the Company:
+Added: Monahan must ensure (i) that a written remediation plan to address the Company’s Inventory Material Weakness as further described in Part I, Item 4 of this Quarterly Report on Form 10-Q is implemented by the Target Date, whereby the remediation plan must establish a process for ongoing monitoring and oversight, appropriate training, and appropriate system enhancements to address (a) physical existence of inventory, (b) excess and obsolete inventory, and (c) inventory pricing and purchase agreements, including non-trade vendor receivables and potential disputes with vendors, and (ii) that systems and processes are in place to align the Company’s sales and operational planning process with the Company’s demand planning and inventory management process.
+Added: The foregoing description of the Bonus Opportunity Letter is qualified in its entirety by reference to the text of the Bonus Opportunity Letter, which is filed as Exhibit 10.5 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
+Added: Termination of Credit Agreement
+Added: The information included in this portion of Part II, Item 5 of this Quarterly Report on Form 10-Q is provided in lieu of filing such information on a Current Report on Form 8-K under Item 1.02 Termination of a Material Definitive Agreement.
+Added: On August 6, 2024, the Company prepaid all obligations and terminated all commitments, liabilities, and other obligations under the Credit Agreement.
+Added: There were no material early termination penalties incurred in connection therewith, all outstanding obligations and commitments under the Credit Agreement were satisfied and terminated, and all related security interests and liens securing such obligations and commitments were released.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
7 unchanged sentences
8-K 001-39565 3.1 May 10, 2021
+Added: Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of The Beauty Health Company
+Added: 8-K 001-39565 3.1 June 11, 2024
+Added: Second Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of The Beauty Health Company
+Added: 8-K 001-39565 3.2 June 11, 2024
Amended and Restated Bylaws of The Beauty Health Company
13 unchanged sentences
001-39565 10.2 April 8, 2024
−Removed: Purchase Agreement, dated December 15, 2023, by and bet ween The Beauty Health Company and Goldman Sachs & Co.
Purchase Agreement, dated April 1, 2024, by and between The Beauty Health Company and Goldman Sachs & Co.
+Added: 10-Q 001-39565 10.4 May 9, 2024
Separation, Transition and General Release Agreement, dated April 29, 2024, by and between Hydrafacial LLC and Brad Hauser
10.1 May 2, 2024
−Removed: Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Bonus Opportunity Letter, dated August 6, 2024, for Michael Monahan
EXHIBIT INDEX
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Filed Herewith
+Added: Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Principal Executive Officer Pursuant to 18 U.S.C.
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_______________
−Removed: * These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C.
+Added: * These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C.
Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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THE BEAUTY HEALTH COMPANY
+Added: August 8, 2024
/s/ Marla Beck
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(Principal Executive Officer)
+Added: August 8, 2024
/s/ Michael Monahan
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.