SkinHealth Systems Inc. 10-Q

Item 5. Other Information. Rule 10b5-1 Trading Plans 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. Michael Monahan - Cash-Based Performance Bonus Opportunity 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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 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”). 32 The Cash Performance Bonus will be paid in one lump sum payment on or before April 15, 2025 (the “Target Date”), provided that Mr. Monahan achieves the following performance goals, the satisfaction of which will be determined by the Company: Mr. 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. 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. Termination of Credit Agreement 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. On August 6, 2024, the Company prepaid all obligations and terminated all commitments, liabilities, and other obligations under the Credit Agreement. 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. 33 Item 6. Exhibits The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. EXHIBIT INDEX No. Description of Exhibit Form File No. Exhibit Filing Date Filed Herewith 2.1 Agreement and Plan of Merger, dated as of December 8, 2020, by and among Vesper Healthcare Acquisition Corp., Hydrate Merger Sub I, Inc., Hydrate Merger Sub II, LLC, LCP Edge Intermediate, Inc. and LCP Edge Holdco, LLC, in its capacity as the Stockholders’ Representative 8-K 001-39565 2.1 December 9, 2020 3.1 Second Amended and Restated Certificate of Incorporation of The Beauty Health Company 8-K 001-39565 3.1 May 10, 2021 3.2 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of The Beauty Health Company 8-K 001-39565 3.1 June 11, 2024 3.3 Second Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of The Beauty Health Company 8-K 001-39565 3.2 June 11, 2024 3. 4 Amended and Restated Bylaws of The Beauty Health Company 8-K 001-39565 3.2 May 10, 2021 4.1 Indenture, dated as of September 14, 2021, between The Beauty Health Company and U.S. Bank National Association, as trustee 8-K 001-39565 4.1 September 14, 2021 4.2 Form of certificate representing the 1.25% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1) 8-K 001-39565 4.2 September 14, 2021 4.3 Warrant Agreement, dated September 29, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent 8-K 001-39565 4.1 October 5, 2020 4.4 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10-K 001-39565 4.4 March 1, 2022 10.1 † Employment Agreement, dated April 8, 2024, by and among The Beauty Health Company, HydraFacial LLC, and Marla Beck 8-K 001-39565 10.1 April 8, 2024 10.2 # The Beauty Health Company Amended and Restated Executive Severance Plan 8-K 001-39565 10.2 April 8, 2024 10. 3 Purchase Agreement, dated April 1, 2024, by and between The Beauty Health Company and Goldman Sachs & Co. LLC 10-Q 001-39565 10.4 May 9, 2024 10. 4 † Separation, Transition and General Release Agreement, dated April 29, 2024, by and between Hydrafacial LLC and Brad Hauser 8-K/A 001-39565 10.1 May 2, 2024 10.5# Bonus Opportunity Letter, dated August 6, 2024, for Michael Monahan X 34 EXHIBIT INDEX No. Description of Exhibit Form File No. Exhibit Filing Date Filed Herewith 31.1 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 X 31.2 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 X 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS** Inline XBRL Instance Document X 101.SCH** Inline XBRL Taxonomy Extension Schema Document X 101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB** Inline XBRL Taxonomy Extension Labels Linkbase Document X 101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments _______________ * 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. ** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. † Confidential portions of this exhibit were redacted pursuant to Item 601(b)(10) of Regulation S-K, and the Company agrees to furnish to the SEC a copy of any omitted schedule and/or exhibit upon request. # Management contract or compensatory plan or arrangement. 35 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE BEAUTY HEALTH COMPANY Date: August 8, 2024 By: /s/ Marla Beck Name: Marla Beck Title: Chief Executive Officer (Principal Executive Officer) Date: August 8, 2024 By: /s/ Michael Monahan Name: Michael Monahan Title: Chief Financial Officer (Principal Accounting Officer and Financial Officer) 36