What changed in this filing

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Item 1. Business

2025-03-12 compared with 2024-03-12 · 185 added, 126 removed, 520 unchanged (37% of the section changed)

Company Overview

The Beauty Health Company (the “Company” or “we”) is a global category-creating company focused on delivering skin health experiences that help consumers reinvent their relationship with their skin, bodies, and self-confidence.

The Beauty Health Company (the “Company” or “we”) is a medtech meets beauty company that delivers skin health experiences that help consumers reinvent their relationship with their skin, bodies, and self-confidence.

The Company and its subsidiaries design, develop, manufacture, market, and sell esthetic technologies and products.

The Company’s brands are pioneers:

Hydrafacial in hydradermabrasion;

SkinStylus in nanoneedling and microneedling;

and Keravive in scalp health.

Together, with its powerful global community of estheticians, partners, and consumers, the Company is personalizing skin health for all ages, genders, skin tones, and skin types.

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Hydrafacial is our flagship brand and cornerstone of our portfolio.

Hydrafacial created the category of hydradermabrasion with its patented delivery system (“Delivery System”) that cleanses, extracts, and hydrates the skin with proprietary solutions and serums.

To date, Hydrafacial has a foundation of more than 30,000 Delivery Systems across 90+ countries.

SkinStylus is a pioneer in microneedling with its products that are designed to provide a minimally-invasive microneedling skin treatment to help stimulate collagen and elastin production.

Keravive is a pioneer in scalp health with its products that are designed to cleanse, exfoliate, and hydrate the scalp and hair follicles.

Hydrafacial is a pioneer and created the category of hydradermabrasion with its patented delivery system (“Delivery System”) that cleanses, extracts, and hydrates the skin with proprietary solutions and serums.

SkinStylus is a pioneer in nanoneedling and microneedling where its products are designed to provide either a non-invasive (nanoneedling) or minimally-invasive (microneedling) skin treatment to individuals.

Keravive is a pioneer in scalp health with its products that are designed to support the hair’s natural growth by cleansing, exfoliating, and hydrating the scalp and hair follicles for a visibly improved appearance of healthier, thicker, fuller-looking hair.

Hydrafacial Products

At the core of Hydrafacial’s product offerings are the Syndeo device, the current generation Delivery System (“Syndeo”), and its associated serum solutions and consumables.

At the core of Hydrafacial’s product offerings is the Syndeo device, the current generation Delivery System (“Syndeo”), and its associated serum solutions and consumables.

Each Delivery System is considered to be a Class I exempt medical device pursuant to the rules and regulations promulgated by the U.S.

Food and Drug Administration (“FDA”).

Syndeo is designed to connect providers to consumers’ preferences to create more personalized skin care experiences.

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These technologies allow us and providers to collect data on Hydrafacial consumers to ultimately provide a better consumer experience.

Hydrafacial’s device offering also includes the Elite Tower and the Allegro, both of which are a type of Delivery System that are predecessor models to the Syndeo.

Consumables consist of single-use tips, solutions, and serums used to provide a Hydrafacial treatment (collectively, “Consumables”).

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4 bottle stock-keeping units (“SKUs”) required to provide a Hydrafacial treatment;

the bottles provide for approximately 12-15 treatments.

the bottles provide for approximately 12-15 Hydrafacial treatments.

4 SKUs contain varying strength chemical peel treatments.

The provider chooses which strength to use during treatment, and each SKU lasts 1-2 treatments.

The provider chooses which strength to use during the Hydrafacial treatment, and each SKU lasts approximately 1-2 treatments.

Serums Optional add-on to target specific skin concerns.

Offering includes proprietary boosters co-developed via collaborations with various skincare brands.

1-2 treatments per serum vial.

Offering includes proprietary booster serums that are co-developed via collaborations with various skincare brands.

Approximately 1-2 treatments per serum vial.

The Hydrafacial Experience

A Hydrafacial treatment is a noninvasive hydradermabrasion process that utilizes a patented Delivery System to cleanse, extract, and hydrate the skin with proprietary solutions and serums.

We believe Hydrafacial is accessible and appropriate for consumers across all genders, ages, skin types, and skin tones.

A Hydrafacial treatment results in instantly gratifying, glowing skin and a “gunkie” container that collects dead skin cells and debris that were extracted from the skin.

We believe Hydrafacial treatments are accessible and appropriate for consumers across all genders, ages, skin types, and skin tones.

A Hydrafacial treatment results in instantly gratifying, glowy-looking skin and a “gunkie” container that collects dead skin cells and debris that were extracted from the skin during the Hydrafacial treatment.

We believe the instant gratification provided by our Hydrafacial treatment generates high consumer and provider affinity for our brand.

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Hydrafacial Treatment Steps

Cleanse Skin is cleansed through Vortex Fusion Technology, a specially designed tip, and a cleansing solution.

Cleanse Skin is cleansed using technology that combines exfoliation, extraction, and hydration (“Vortex Fusion Technology”), a specially designed tip, and a cleansing solution.

The outermost layer of skin is exfoliated with a customized peel that removes dead skin cells.

Extract Extractions and removal of remaining debris is performed with Vortex Fusion Technology, a specialized tip, and proprietary solutions.

Hydrate Vortex Fusion Technology is paired with a specialized tip to deliver and infuse hyaluronic acid and antioxidants to the skin to nourish, hydrate, and protect.

Hydrate Vortex Fusion Technology is paired with a specialized tip to deliver hyaluronic acid and antioxidants to the skin to help nourish, hydrate, and protect.

SkinStylus Products

SkinStylus SteriLock Microsystem

The Company has been offering the SkinStylus SteriLock Microsystem since February 2023, after its indirect, wholly-owned subsidiary, Edge Systems Intermediate, LLC, acquired SkinStylus.

The SkinStylus SteriLock Microsystem is a microneedling device where it and its related accessories are intended to be used as a treatment to improve the appearance of (i) surgical or traumatic hypertrophic scars on the abdomen in adults aged 22 years and older, and (ii) facial acne scarring in Fitzpatrick skin types I, II, and III in patients aged 22 years and older.

As of the date of this report, the FDA has only cleared the 36-pin cartridge of the SkinStylus SteriLock Microsystem to be used by providers to help treat facial acne scars.

SkinStylus SteriLock Microsystem (for microneedling)

The Company has been offering the SkinStylus SteriLock Microsystem since February 2023, after its indirect, wholly-owned subsidiary, Edge Systems Intermediate, LLC, acquired Esthetic Medical Inc., the owner of the SkinStylus brand.

The SkinStylus SteriLock Microsystem can be used as a microneedling device where it and its related accessories help stimulate the body’s natural collagen and elastin production and are intended to be used as a treatment to improve the appearance of (i) surgical or traumatic hypertrophic scars on the abdomen in adults aged 22 years and older, and (ii) facial acne scarring in Fitzpatrick skin types I, II, and III in patients aged 22 years and older.

As of the date of this report, the FDA has only cleared the 36-pin cartridge of the SkinStylus SteriLock Microsystem to be used by providers to help treat facial acne scars, while the 12-pin cartridge, 36-pin cartridge, and the 36-pin HiLo cartridge may be used to help treat surgical or traumatic hypertrophic scars on the abdomen.

The SkinStylus SteriLock Microsystem, when used in connection with microneedling services, is considered to be a Class II medical device pursuant to the rules and regulations promulgated by the FDA.

SkinStylus SteriLock Microsystem (for nanoneedling)

The SkinStylus SteriLock Microsystem can also be used as a nanoneedling device where it and its related accessories are intended to help enhance the penetration and absorption of topical products, and improve exfoliation to promote smoother and more luminous-looking skin.The SkinStylus SteriLock Microsystem, when used in connection with nanoneedling services, is considered to be a cosmetic device.

Keravive Products

At the core of Keravive’s product offering is the Keravive Peptide Solution that is designed to be delivered to the individual’s scalp using a Delivery System, and a take home spray that is intended to be used once daily at home for 30-days after the individual receives an in-office Keravive treatment to help boost results.

At the core of Keravive’s product offering is the Keravive Peptide Solution that is designed to be delivered to an individual’s scalp using a Delivery System, and a take home spray that is intended to be used once daily at home for 30-days after an individual receives an in-office Keravive treatment to help support the appearance of healthier, thicker, fuller-looking hair.

We are evaluating the optimal re-launch strategy for Keravive and believe it will take time before sales of Keravive become a meaningful part of our business.

Product Development Pipeline

A key differentiating factor of the Hydrafacial treatment is how we partner with leading skincare brands to co-develop boosters, an optional add-on serum that tailors a Hydrafacial treatment based on a consumer’s skincare concerns.

A key differentiating factor of the Hydrafacial treatment is how we partner with leading skincare brands to co-develop optional add-on serums that tailor a Hydrafacial treatment based on a consumer’s skincare concerns (each, a “Booster”, and collectively, “Boosters”).

By leveraging the unique technologies of our partners, we believe our Booster strategy allows us to innovate rapidly and cost effectively, staying current with dynamic skincare trends and gaining exposure to new consumers through our partner brands.

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Launched in November 2023, the MyBeautyHealth mobile application rewards consumers for investing in their skin health.

Through the app, consumers can earn loyalty points and unlock exclusive savings with every treatment;

Through the app, consumers can:

earn loyalty points and unlock exclusive savings with every treatment;

log skin concerns and receive personalized treatment plans;

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Growth Strategy in General

We intend to fulfill our vision by employing the following strategy, which we believe will generate a flywheel effect to increase our platform’s momentum:

We intend to fulfill our vision of expanding our platform and connecting our global community of estheticians, partners, and consumers by employing the following strategy, which we believe will generate a flywheel effect to increase our platform’s momentum:

Expand our footprint by selling innovative products and connected experiences to providers and consumers;

Invest in our providers, especially the trusted esthetician, to help turn them into brand evangelists and advocates providing first-class experiences

Nurture direct relationships with our consumers, building brand awareness and driving them to our trusted community of providers

Leverage our global infrastructure and a connected technology platform to fuel growth and community engagement

Invest in our providers, especially estheticians, to help turn them into brand evangelists and advocates providing first-class experiences to our customers;

Nurture direct relationships with our consumers, building brand awareness and driving them toward our trusted community of providers;

Leverage our global infrastructure and our connected technology platform to fuel growth and community engagement;

Supercharge our platform with targeted acquisitions to complement our portfolio.

Our strategy begins with developing a network of providers, brand partners, and retail partners to build a distribution platform for our innovative products and experiences.

We intend to utilize our sales force to sell our offering by inviting providers and partners to become a part of our community.

We believe that each placement of our offering will grow the platform and increase consumers’ awareness of our Company, ultimately building a recognizable and aspirational brand drawing in consumers.

In this process, we will particularly focus on the trusted esthetician.

We intend to utilize our sales force to sell our products by inviting providers and partners to become a part of our community.

We believe that each placement of our product will grow the platform and increase consumers’ awareness of our Company, ultimately building a recognizable and aspirational brand that draws in consumers.

In this process, we will particularly focus on the esthetician.

Historically, companies in the medical aesthetics industry focused on physicians, nurses, front-office staff, and business owners.

Notably absent from their focus were the estheticians, highly influential providers who serve as a source of skincare information and recommendations for their clients and patients.

We recognized the opportunity to empower estheticians and created programs to elevate their skills, knowledge, and confidence through a continued relationship so they feel supported.

Notably absent from that focus was the esthetician, a highly influential provider who serves as a source of skincare information and recommendations for clients and patients.

We recognized the opportunity to empower estheticians and created programs to elevate their skills, knowledge, and confidence so that they feel supported through a continued relationship.

As a result, we have open dialogue with our esthetician providers and receive valuable information on consumer preferences and behaviors they see in their practices.

These estheticians have since become our most influential ambassadors, driving awareness, recommending our products, and becoming a point of education for our consumers.

While they are not our employees or contractors, we believe they provide an important competitive advantage to us, as a well-trained esthetician can provide consumers with a consistent, memorable, first-class experience no matter where a consumer accesses our products and experiences.

We believe that this in turn builds loyalty from the consumer to BeautyHealth.

While these estheticians are not our employees or contractors, we believe they provide us with an important competitive advantage because a well-trained esthetician can provide consumers with consistent, memorable, first-class experiences, no matter where a consumer accesses our products.

We believe that this relationship with the esthetician in turn builds loyalty from the consumer to the Company.

Estheticians are one part of our community that we recognize as powerful.

We continue to focus on our other providers, including physicians, nurses, and other partners to build consumer awareness for our brands.

By investing in our providers, we believe we are creating a thriving community as they recommend our products and experiences as part of any skincare and wellness routine.

In our view, investing our efforts in any part of our community drives utilization amongst consumers, resulting in a potentially potent formula for growth.

We continue to focus on other providers as well, including physicians, nurses, and other partners, to build consumer awareness for our brands.

By investing in our providers, we believe we are creating a thriving community because they recommend our products and experiences as part of skincare and wellness routines.

In our view, investing our efforts in our community drives utilization amongst consumers, resulting in a potentially potent formula for growth.

Another focus area of our growth strategy is nurturing our relationship with the consumer.

As the ultimate end user, the consumer is at the core of our efforts.

We have an experienced team who meticulously curate the consumer journey, from lead generation that invites consumers to our community to the user experience of our offerings.

We have an experienced team that meticulously curates the consumer journey, from lead generation that invites consumers to our community to the user experience of our offerings.

We employ a multi-pronged approach to consumer acquisition and engagement including, but not limited to, agile marketing activation events, storytelling, gamification, and loyalty.

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Our offering is available globally through a combination of having a direct commercial presence in certain countries, or utilizing a distributor model or hybrid model in other countries.

Lastly, we intend to supercharge our platform via targeted acquisitions, expanding the breadth of our platform with additional innovative products and experiences.

Lastly, if we are presented with the right opportunity, we may supercharge our platform via targeted acquisitions, expanding the breadth of our platform with additional innovative products and experiences.

We believe the introduction of additional offerings will generate increased engagement among our community, while further expanding it via the introduction of the acquired company’s established base of consumers.

We will take a disciplined approach to acquisitions, adhering to the below criteria in search for opportunities that:

We will take a disciplined approach to acquisitions, searching for opportunities that satisfy the following criteria:

Include a differentiated product or service, which can generally be demonstrated with a high Net Promoter Score, which is a customer loyalty and satisfaction measurement;

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In conjunction with the sale of Delivery Systems, we also sell our Consumables.

The Consumables are akin to the razor blades, consisting of single-use tips, solutions, and serums used during a Hydrafacial treatment.

The Consumables are akin to the razor blades, consisting of single-use tips, solutions, and serums, including Boosters, used during a Hydrafacial treatment.

Delivery Systems and Consumables can be bought together or separately.

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Oftentimes, providers buy additional Delivery Systems to increase the number of Hydrafacial treatments their business can provide at any given time.

Consumables follow a recurring revenue model as they are purchased on a periodic basis by providers as they exhaust their supplies.

Consumables follow a recurring revenue model as Consumables are purchased on a periodic basis by providers as they exhaust their supplies.

The expansion of the number of Delivery Systems providing Hydrafacial treatments, or “install base,” increases the foundation for future recurring revenue by providing a platform for more treatments, driving higher Consumables sales.

Additionally, increasing the utilization of the install base should also contribute to higher Consumables revenue.

As we optimize our install base, we believe Consumables revenue will ultimately become a larger share of Hydrafacial’s business.

Hydrafacial operates through a direct sales force in over 15 markets, and sells its products globally in other markets utilizing a distributor or hybrid business model.

Additionally, increasing the utilization of the install base is anticipated to contribute to higher Consumables revenue.

As we optimize our install base, we believe Consumables revenue will ultimately become a larger share of our business.

In certain countries, we operate through a direct sales force, while in other countries, we sell our products utilizing a distributor or hybrid business model.

We aim to invest in markets that have a large and growing group of consumers searching for non-invasive beauty health experiences, and invest in initiatives that will increase consumer penetration in these markets.

Industry Overview

We are a pioneer and key player in the emerging category of beauty health, which represents the intersection of over-the-counter consumer beauty / wellness products with medical aesthetic / health products and procedures.

Historically, these categories were viewed separately, but they are part of a spectrum aimed at helping consumers look and feel their best.

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However, the market is a crowded and confusing space – the sheer volume of products can leave consumers overwhelmed by choice.

On the other end of the spectrum, medical aesthetics offers more corrective and invasive products and procedures such as injectables and energy-based treatments.

On the other end of the spectrum, medical esthetics offers more corrective and invasive products and procedures such as injectables and energy-based treatments.

The high price tag and clinical setting of these treatments may serve as barriers to generating wider consumer demand.

We seek to position ourselves not as a substitute for or competitor to either of these categories, but rather as the complimentary bridge linking the two categories.

We believe that the consumer who follows a beauty and wellness regimen with topicals or supplements may someday graduate to medical procedures, while the medical aesthetics patient is almost certainly a loyal consumer of beauty topical products.

We seek to position ourselves not as a substitute for or competitor to either of these categories, but rather as the complementary bridge linking the two categories.

We believe that the consumer who follows a beauty and wellness regimen with topicals or supplements may someday graduate to medical procedures, while the medical esthetics patient is highly likely to be a loyal consumer of beauty topical products.

We don’t believe we have to be an “either/or” company (beauty or health/non-invasive or minimally invasive).

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We intend to gather insights to inform our strategy as the consumer travels through the worlds of beauty and health, whether it be at home or in a provider’s office, allowing us to tailor increasingly engaging experiences that ultimately generate revenue.

Many of our providers offer Hydrafacial treatments as a bundle with other procedures, such as injectables or energy-based treatments.

Many of our providers offer Hydrafacial treatments as a bundle with other procedures, such as injectables, microneedling/nanoneedling, or energy-based treatments.

Manufacturing;

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We outsource the manufacturing of many of our products to multiple contract manufacturers that are primarily located in North America, Europe, and Asia.

However, the Delivery Systems are manufactured and assembled in two locations:

one being our Long Beach, California manufacturing facility, and the other at our contract manufacturing partner located in China, where our quality assurance team monitors and ensures the integrity of the Delivery Systems and conducts compliance audits.

However, our Delivery Systems are manufactured and assembled in our manufacturing facility in Long Beach, California where our quality assurance team monitors and ensures the integrity of the Delivery Systems and conducts compliance audits.

The components and raw materials used in our products are sourced from a variety of component and raw material suppliers.

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To have control of supply and component pipelines, we own certain tooling and equipment required to manufacture our products.

While we have single supply relationships for certain of our key components, we try to mitigate related risks through various measures.

While we have single supply relationships for certain of our key components, we try to mitigate related risks associated with our supply chain through various measures.

We qualify alternative suppliers and manufacturers, when possible, maintain controls and methods to mitigate risk through buffer inventory, implement dual and/or co-sourcing, if needed, and develop contingency plans for responding to disruptions, such as maintaining inventory of single source components or leverage alternative freight modes that can have cost implications.

However, in the event we experience war, natural disasters, pandemics, or epidemics, we may encounter challenges with various manufacturing related components and raw material shortages.

Notwithstanding the foregoing, we believe that we currently have adequate sources of supply for all our products.

We believe that we currently have adequate sources of supply for all our products.

Distribution Facilities

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Research and Development

Our research and development team works closely with our marketing and product development teams and third-party suppliers to generate ideas, develop new products and product line extensions, create new packaging concepts, and improve, redesign, or reformulate existing products.

In addition, these research and development personnel work to identify recent trends using market intelligence and consumer needs to bring products to market.

We have increased our focus on innovation in Europe and in Asia, particularly in China, Japan, and South Korea to both support our growth internationally and to satisfy the demand for locally-relevant consumer products.

Quality and Regulatory

Our quality and regulatory team are responsible for registrations, ensuring product safety and reliability, and meeting regulatory compliance for all jurisdictions in which we operate.

Our quality and regulatory team is responsible for registrations, ensuring product safety and reliability, and meeting and monitoring our regulatory compliance for all jurisdictions in which we operate.

The beauty and personal care market is fragmented and highly competitive, with several companies specializing in different subsectors, including skincare, haircare, supplements, and medical products and procedures.

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Principal competitive factors important to us include price, product and service features and offerings, relative price to performance, beauty health trends, marketing and distribution capability, service and support, reliability, and corporate reputation.

We believe our efforts to expand our brand recognition, cultivate our BeautyHealth community, invest in marketing capabilities, and activate consumers across channels will allow us to compete effectively as we expand globally.

We are focused on expanding the beauty health category and creating a premier beauty health experience.

Marketing Approach

We deploy a dual marketing model with targeted strategies to engage audiences through a combination of in-real-life and digital experiences and organic and paid tactics.

We deploy a business-to-business-to-consumer marketing model with targeted strategies to engage relevant audiences through a combination of live and digital experiences.

With aided brand awareness at 39% among U.S.

aesthetics consumers (Ipsos.

Consumers of the aesthetic and professional beauty category (n=1001);

Brand Aided Awareness), we are focused on introducing our brand to highly targeted consumer growth markets around the world.

esthetics consumers (Ipsos.

2024 Consumer Survey;

n=1000), we are focused on maximizing our organic presence and introducing our brand to highly targeted consumer growth markets around the world.

With over 60% U.S.

market share in the microdermabrasion category, we continue to innovate and drive growth via novel treatment protocols by launching new Boosters, combination treatment regimens, and new indications backed by clinical data and real-world evidence.

Push and Pull Marketing

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Part of our marketing spend is based on a targeted “push and pull” marketing model that engages with both providers and consumers.

On the “push” side, we foster our relationships with our providers by investing in them by providing things such as proprietary training programs for estheticians and other providers;

marketing and social materials that they can use to help advertise our brands and their own practices;

a loyalty program that offers tiered pricing on consumables based on their spend;, and supporting other ongoing engagements.

Over the last few years, we have focused on developing the marketing “pull” side by creating consumer demand by engaging in marketing activities such as location-based experiences such as our GLOWvolution tour, and targeted paid campaigns.

We believe developing the marketing “pull” side will be one of the key elements of growth to lead to an increase in recurring revenue from our customers.

This focus on business to consumer marketing began with our rebranding of Hydrafacial in 2017, which provided a unique, differentiated identity.

On the “push” side, we foster relationships with our providers by investing in proprietary training programs, educational content-branding initiatives, digital marketing materials, and a loyalty program that offers tiered pricing on Consumables based on the provider’s and consumer’s spend.

To support the “pull” side of our products, we are investing in tactics to drive consumer demand such as gift-with-purchase promotions, in-office events, targeted paid campaigns, and regional experiences such as the GLOWvolution tour, a traveling experiential program to promote Hydrafacial.

We believe enhancing our sales force effectiveness with “pull” side marketing initiatives will be key to driving year-over-year account growth.

Digital Marketing

We are also continuously innovating in order to help increase our sales by elevating our digital presence, social media presence, and influencer marketing efforts all designed to help build brand equity and consumer engagement.

Furthermore, we utilize different methods to customize the consumer experience, including using artificial intelligence-powered tools to help provide personalized advice on selecting and using products.

We are also continuously innovating with digital marketing strategies to drive incremental revenue, brand equity, and customer/consumer engagement by elevating our digital presence, social media presence, and influencer marketing efforts.

We are in the process and intend to revamp our digital infrastructure over the next 1-2 years to help improve user experience, maximize organic engagement, and drive online sales through artificial intelligence (“AI”) assisted targeting/check-out functions.

The majority of our customers are providers within the professional medical industry (dermatologists, plastic surgeons, and medical spas), esthetician, and beauty retail industry (spas, hotels, and other retailers).

We currently sell approximately 70% of our Delivery Systems and Consumables into the professional medical channel in the United States and Canada.

We expect this trend where the majority of our sales will be within the professional medical channel to continue on a global scale.

No individual customer accounted for 10% or more of our net sales in fiscal 2024.

We expect that trend to continue on a global scale.

In 2023, revenue derived from markets outside the United States and Canada comprised approximately 46% of total revenue.

Going forward, we expect total revenue share from our global markets to be higher than the total revenue we derive from the United States and Canada.

In 2024, total net sales derived from markets outside the United States and Canada comprised approximately 38% of total net sales.

Trademarks, Patents and Domain Names

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Certain of our products and our operations are subject to extensive regulation by the U.S.

Food and Drug Administration (“FDA”), and other federal and state authorities in the United States, as well as comparable authorities in foreign jurisdictions.

Food and Drug Administration, and other federal and state authorities in the United States, as well as comparable authorities in foreign jurisdictions.

For example, certain of our products are subject to regulation as medical devices or cosmetics in the United States under the Federal Food, Drug and Cosmetic Act (“FDCA”), as implemented and enforced by the FDA.

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FDA Premarket Clearance and Approval Requirements

Unless an exemption applies, each medical device commercially distributed in the United States requires either FDA clearance of a premarket notification submitted under Section 510(k) of the FDCA, the De Novo pathway, or approval of a premarket approval application (“PMA”).

Unless an exemption applies, each medical device commercially distributed in the United States requires either FDA clearance of a premarket notification submitted under Section 510(k) of the FDCA, follow a regulatory process that the FDA uses to classify low-to moderate-risk devices (the “De Novo pathway”), or approval of a premarket approval application (“PMA”).

Under the FDCA, medical devices are classified into one of three classes—Class I, Class II or Class III—depending on the degree of risk associated with each medical device and the extent of manufacturer and regulatory control needed to ensure the device’s safety and effectiveness.

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While the De Novo pathway is available in response to a 510(k) denial, it does not require a 510(k) denial and is available as the initial pathway for approval if appropriate for the device.

After a device receives the 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a new or different intended use, will require a new 510(k) clearance or, depending on the modification, a PMA approval.

After a device receives 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a new or different intended use, will require a new 510(k) clearance or, depending on the modification, a PMA approval.

If the change alters the device in a way that renders the initially approved device unavailable as a predicate and no other predicate exists, the De Novo pathway may be used.

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The FDCA defines cosmetics as articles or components of articles intended for application to the human body to cleanse, beautify, promote attractiveness, or alter the appearance.

The labeling of cosmetic products is subject to the requirements of the FDCA, the Fair Packaging and Labeling Act, the Poison Prevention Packaging Act and various regulations.

The labeling of cosmetic products is subject to the requirements of the FDCA, the Fair Packaging and Labeling Act, the Poison Prevention Packaging Act and, as of December 29, 2022, the Modernization of Cosmetics Regulation Act of 2022 (“MoCRA”), along with various regulations.

Cosmetics are not subject to pre-market approval by the FDA;

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In addition to FDA requirements, the FTC as well as state consumer protection laws and regulations can subject a cosmetics company to a range of requirements and theories of liability, including similar standards regarding false and misleading product claims, under which FTC or state enforcement or class-action lawsuits may be brought.

In the United States, the FDA has not promulgated regulations establishing GMPs (as defined below) for cosmetics.

However, Congress enacted the Modernization of Cosmetics Regulation Act of 2022 (“MoCRA”) on December 29, 2022, which directed the FDA to implement a set of new regulatory requirements that previously were not applicable to cosmetic products.

Pursuant to MoCRA, the FDA will subject manufacturers and cosmetic products to requirements such as facility registration and product listing requirements, compliance with certain GMP requirements, adverse event reporting requirements, and other labeling requirements.

Some of the requirements became applicable on December 29, 2023, although many of the requirements, such as those relating to labeling, will become applicable in 2024 and 2025.

For instance, the FDA is required to promulgate proposed rules regarding GMPs for cosmetics by December 29, 2024, and final regulations by December 29, 2025.

In the United States, the FDA has not promulgated finalized regulations establishing GMPs (as defined below) for cosmetics.

However, Congress enacted MoCRA on December 29, 2022, which directed the FDA to implement a set of new regulatory requirements that previously were not applicable to cosmetic products.

Pursuant to MoCRA, the FDA now subjects manufacturers and cosmetic products to requirements such as facility registration and product listing requirements, compliance with certain GMP requirements, adverse event reporting requirements, and other labeling requirements.

In addition, the FDA is required to promulgate final regulations implementing GMPs for cosmetics by December 29, 2025.

Subsequently, compliance with such GMP requirements will become mandatory for manufacturers of cosmetic products.

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Compliance with these recommendations can reduce the risk that products will be adulterated or misbranded in violation of the FDCA and its regulations.

In addition to GMP requirements, MoCRA will bring on additional changes and updates to FDA’s cosmetics regulations.

For example, cosmetic manufacturing and processing facilities will be required to be registered with FDA, and any products that are marketed after MoCRA’s effective date will need to be listed with FDA.

The FDA has extended the effective date for the registration and listing requirements under MoCRA to July 1, 2024.

In addition to GMP requirements, MoCRA brought on additional changes and updates to FDA’s cosmetics regulations.

For example, cosmetic manufacturing and processing facilities are now required to be registered with FDA, and any products that are marketed after MoCRA’s effective date need to be listed with FDA.

Adulterated or misbranded cosmetic products will be subject to recalls that are mandated by FDA, similar to medical devices.

In addition, a responsible person, as defined under FDA regulations, will be required to report any serious adverse events that result from the use of a cosmetic product manufactured, packaged, or distributed by the person, and the records relating to each adverse event report will be required to be kept for six years.

Additionally, cosmetic labels will need to identify the responsible person for the purpose of serious adverse event reporting, and cosmetic labels will also need to identify fragrance allergens.

The provisions relating to labels become effective on December 29, 2024.

Additionally, cosmetic labels now need to identify the responsible person for the purpose of serious adverse event reporting, and cosmetic labels need to identify fragrance allergens.

The FDA also recommends that manufacturers maintain product complaint and recall files and voluntarily report adverse events to the agency.

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In the event the FDA identifies unsanitary conditions, false or misleading labeling, or any other violation of FDA regulation, FDA may request or a manufacturer may independently decide to conduct a recall or market withdrawal of a product or to make changes to its manufacturing processes or product formulations or labels.

State Regulation of Medical Devices

In addition to federal regulation of medical devices, individual states regulate various activities related to the medical device industry at large.

State regulations can vary widely and include things such as permit or licensure requirements for manufacturing of devices at a facility located within certain states, manufacturing of devices which are sold in certain states, and the distribution of medical devices into or out of various states.

State Regulation of Professionals

The regulation of professional scope of practice related to licensed professionals, such as estheticians, is governed by state law.

These laws regulate who can use certain products, including medical devices, and whether any specific limitations on use apply.

Some states require certain licensed professionals to be under the supervision of another licensed professional in order to administer certain treatments or perform certain procedures.

Professionals such as estheticians who utilize our products are subject to state laws that may restrict their scope of practice, and failure to practice within the legally defined scope of practice for their profession can lead to significant penalties including the loss of their professional license.

Limitations to a professional’s scope of practice can vary widely from state to state.

Political Changes and Associated Legal Considerations

With the start of a new congressional session and a new presidential administration in the United States, it is expected there will be broad changes to the FDA and the commodities that it regulates.

While it is impossible to predict exactly what will occur, changes to the laws described in this filing are expected and could be significant.

The impact and breadth of these changes is an important unknown and will require careful monitoring.

Foreign Government Regulation

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However, as of May 26, 2021, some of the EU Medical Devices Regulation requirements apply in place of the corresponding requirements of the EU Medical Devices Directive with regard to registration of economic operators and of devices, post-market surveillance and vigilance requirements.

Pursuing marketing of medical devices in the EU will notably require that our devices be certified under the new regime set forth in the EU Medical Devices Regulation when our current certificates expire.

Medical Devices Directive

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Specifically, a manufacturer must demonstrate that the device achieves its intended performance during normal conditions of use, that the known and foreseeable risks, and any adverse events, are minimized and acceptable when weighed against the benefits of its intended performance, and that any claims made about the performance and safety of the device are supported by suitable evidence.

Except for low-risk medical devices (Class I non-sterile, non-measuring devices), where the manufacturer can self-assess the conformity of its products with the essential requirements (except for any parts which relate to sterility or metrology), a conformity assessment procedure requires the intervention of a notified body.

Except for low-risk medical devices (Class I non-sterile, non-measuring devices), where the manufacturer can self-assess the conformity of its products with the essential

requirements (except for any parts which relate to sterility or metrology), a conformity assessment procedure requires the intervention of a notified body.

Notified bodies are independent organizations designated by EU member states to assess the conformity of devices before being placed on the market.

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The transition period of devices is extended through to December 31, 2027 or December 31, 2028 depending on the device risk classification and certain other conditions being satisfied.

The EU Medical Devices Regulation requires that before placing a device, other than a custom-made device, on the market, manufacturers (as well as other economic operators such as authorized representatives and importers) must register by submitting identification information to the electronic system (Eudamed), unless they have already registered.

The information to be submitted by manufacturers (and authorized representatives) also includes the name, address and contact details of the person or persons responsible for regulatory compliance.

The new Regulation also requires that before placing a device, other than a custom-made device, on the market, manufacturers must assign a unique identifier to the device and provide it along with other core data to the unique device identifier (“UDI”) database.

These new requirements aim at ensuring better identification and traceability of the devices.

These new requirements aim at ensuring better identification and traceability of

Manufacturers are also notably responsible for entering the necessary data on Eudamed, which includes the UDI database, and for keeping it up to date.

The obligations for registration in Eudamed will become applicable at a later date (as Eudamed is not yet fully functional).

Until Eudamed is fully functional, the corresponding provisions of the EU Medical Devices Directive continue to apply for the purpose of meeting the obligations laid down in the provisions regarding exchange of information, including, and in particular, information regarding registration of devices and economic operators.

Some of the modules within Eudamed (e.g.

registration;

UDI) have been already available to economic operators for voluntary use.

On June 13, 2024, the EU adopted Regulation 2024/1860 which provides for a gradual roll out of the different modules within Eudamed.

Rather than waiting until Eudamed as a whole is fully functional, the legislative amendment aims to speed up the mandatory use of individual modules of Eudamed that are confirmed functional.

Until a certain module is functional and thus mandatory under Eudamed, the corresponding provisions of the EU Medical Devices Directive continue to apply for the purpose of meeting the obligations laid down in the provisions regarding exchange of information, including, and in particular, information regarding registration of devices and economic operators.

All manufacturers placing medical devices on the market in the EU must comply with the EU medical device vigilance system which has been reinforced by the EU Medical Devices Regulation.

Under this system, serious incidents and Field Safety Corrective Actions (“FSCAs”), must be reported to the relevant authorities of the EU member states.

These reports will have to be submitted through Eudamed – once functional – and aim to ensure that, in addition to reporting to the relevant authorities of the EU member states, other actors such as the economic operators in the supply chain will also be informed.

Until Eudamed is fully functional, the corresponding provisions of the EU Medical Devices Directive continue to apply.

These reports will have to be submitted through Eudamed – once the relevant module is functional – and aim to ensure that, in addition to reporting to the relevant authorities of the EU member states, other actors such as the economic operators in the supply chain will also be informed.

Until the module in Eudamed is functional, the corresponding provisions of the EU Medical Devices Directive continue to apply.

A serious incident is defined as any malfunction or deterioration in the characteristics or performance of a device made available on the market, including user-error due to ergonomic features, as well as any inadequacy in the information supplied by the manufacturer and any undesirable side-effect, which, directly or indirectly, might have led or might lead to the death of a patient or user or of other persons or to a temporary or permanent serious deterioration of a patient's, user's or other person's state of health or a serious public health threat.

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England, Wales and Scotland) medical device market according to the requirements provided in the UK Medical Devices Regulations 2002 (SI 2002 No 618, as amended) that sought to give effect to the three pre-existing EU directives governing active implantable medical devices, general medical devices and in vitro diagnostic medical devices whereas Northern Ireland continues to be governed by EU rules according to the Northern Ireland Protocol.

Following the end of the Brexit transitional period on January 1, 2021, new regulations require medical devices to be registered with the MHRA (but manufacturers were given a grace period of four to 12 months to comply with the new registration process) before being placed on Great Britain market.

The MHRA only registers devices where the manufacturer or their UK Responsible Person has a registered place of business in the UK.

Following the end of the Brexit (as defined below) transitional period on January 1, 2021, new regulations require medical devices to be registered with the MHRA (but manufacturers were given a grace period of four to 12 months to comply with the new registration process) before being placed on Great Britain market.

The MHRA only registers devices where the manufacturer or its authorized person or third party company acting on its behalf (the “UK Responsible Person”) has a registered place of business in the UK.

Manufacturers based outside the UK need to appoint a UK Responsible Person that has a registered place of business in the UK to register devices with the MHRA in line with the grace periods.

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In June 2022, the UK government published its response to the consultation regarding the new UK medical device regulatory framework which seeks to amend the UK Medical Devices Regulations 2002 (which are based on EU legislation, primarily the EU Medical Devices Directive, the EU AIMD and the EU In Vitro Diagnostic Medical Devices Directive 98/79/EC), in particular to create a new access pathways to support innovation, create an innovative framework for regulating software and artificial intelligence as medical devices, reform in vitro diagnostic medical devices regulation, and foster sustainability through the reuse and remanufacture of medical devices.

The regime is expected to come into force in July 2025, subject to appropriate transitional arrangements.

The core elements of the new regime regarding pre-market requirements are expected to come into force in 2026, subject to appropriate transitional arrangements.

The consultation indicated that the MHRA will publish guidance in relation to the changes to the regulatory framework and may rely more heavily on guidance to add flexibility to the regime.

In addition, the Trade Deal between the UK and the EU generally provides for cooperation and exchange of information between the parties in the areas of product safety and compliance, including market surveillance, enforcement activities and measures, standardization-related activities, exchanges of officials, and coordinated product recalls.

A subsequent consultation on the new pre-market regime was opened on November 14, 2024.

By way of Statutory Instruments 2024 No.

1368, the UK introduced amendments to the UK Medical Device Regulations 2002 regarding post-market surveillance.

These amendments will come into effect on June 16, 2025.

In addition, the Trade and Cooperation Agreement between the UK and the EU that went into effect in 2021 generally provides for cooperation and exchange of information between the parties in the areas of product safety and compliance, including market surveillance, enforcement activities and measures, standardization-related activities, exchanges of officials, and coordinated product recalls.

As such, processes for compliance and reporting should reflect requirements from regulatory authorities.

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We recognize that technology presents opportunities for competitive advantage, and we continue to invest in new capabilities and the use of emerging technologies across various aspects of our business.

During fiscal 2023, we continued to invest in hardware, software, education and support structures to create engaging and collaborative work environments across our facilities, in both virtual and hybrid settings.

During year ended December 31, 2024, we continued to invest in hardware, software, education and support structures to create engaging and collaborative work environments across our facilities, in both virtual and hybrid settings.

We also continued to invest in new marketing and provider and consumer engagement capabilities globally with a focus on innovative digital experiences across our omnichannel landscape.

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Data Privacy and Security

Numerous state, federal and foreign laws, regulations and standards govern the collection, use, access to, confidentiality and security of health-related and other personal information, and could apply now or in the future to our operations or the operations of our partners.

In the United States, numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws and consumer protection laws and regulations govern the collection, use, disclosure, and protection of health-related and other personal information.

laws assess penalties on a “per violation” basis and some include a private right of action.

In addition, certain foreign laws govern the privacy and security of personal data, including health-related data.

For example, the EU General Data Protection Regulation (“GDPR”) and United Kingdom GDPR (“UK GDPR”) imposes strict requirements for processing the personal data of individuals within the European Economic Area.

Companies that must comply with the GDPR face increased compliance obligations and risk, including more robust regulatory enforcement of data protection requirements and potential fines for noncompliance of up to €20 million or 4% of the annual global revenues of the noncompliant company, whichever is greater.

The UK GDPR mirrors the fines under the GDPR, i.e., fines up to the greater of €20 million (£17.5 million) or 4% of global turnover.

Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

Against this backdrop, we also recognize that the personal information collected in the course of our business is important to providing our products and strategically important to meeting our customer’s expectations.

Because of this, we are committed to processing personal information pursuant to applicable laws.

We also endeavor to have our employees, agents, contractors, suppliers, and other third parties that we work with comply with our procedures set out in our data protection policies.

We continue to maintain and enhance our data collection and use practices as a part of our information technology infrastructure to align with our long-term strategy.

We also regularly review our practices against our regulatory requirements to remain current with the changing landscape of the collection, use, disclosure, and protection of health-related and other personal information.

We operate in a complex global environment where numerous federal, state, and international laws, regulations, and standards govern the collection, use, disclosure, confidentiality, and security of health-related and other personal information.

Our obligations apply to our own operations as well as to those of our partners, and these requirements continue to evolve.

In addition, emerging technologies such as AI have sparked additional legislation to address potential risks and challenges of such technologies’ use of personal information.

In the United States, various federal and state laws—including data breach notification laws, health information privacy and security laws, and consumer protection statutes—impose obligations on how we manage and protect both health-related and other personal information.

Many of these regulations carry penalties that can be levied on a “per violation” basis and, in some instances, grant individuals the right to bring private claims.

Internationally, laws such as the EU General Data Protection Regulation (“GDPR”) and the United Kingdom (“UK”) GDPR impose strict requirements on entities handling personal data of individuals in the European Economic Area and the UK.

Noncompliance can result in substantial fines of up to the greater of €20 million (or £17.5 million) or 4% of annual global revenue.

Additionally, new state laws governing the privacy of consumer health data, including information concerning individual health conditions and treatment, may apply to our business.

For example, Washington’s My Health My Data Act (“MHMD”) broadly defines consumer health data, places restrictions on processing consumer health data, provides consumers certain rights with respect to their health data, and creates a private right of action to allow individuals to sue for violations of the law.

Other states, like Connecticut and Nevada, have also enacted health data privacy laws or amended existing privacy laws to protect consumer health data.

There is growing legislative and regulatory activity in the U.S.

and abroad related to AI, such as the European Union’s Artificial Intelligence Act, the U.S.

executive order to establish AI safety and security standards, and Colorado’s act concerning consumer protections in interactions with AI systems.

We continue to closely monitor these emerging legislative and regulatory activity, which may add further obligations or restrictions on how AI technologies are developed and utilized.

For instance, these laws and regulations may require businesses to regularly review and revise business operations, information technology systems, and data handling practices, and to implement enhancements and adaptations to comply.

To address this dynamic landscape, we have appointed a dedicated Data Privacy Officer responsible for overseeing our compliance with data protection laws and emerging AI regulations.

This role helps ensure that our policies, procedures, and practices keep pace with regulatory changes and industry best practices.

Our Commitment to Compliance and Responsible Data Use

We recognize that personal information, particularly health-related data, is central to delivering our products and meeting our customers’ expectations.

Accordingly, we are committed to processing personal information in compliance with applicable laws and regulations, while also addressing new legal and ethical considerations surrounding artificial intelligence.

Our Data Privacy Officer works closely with cross-functional teams to:

• Develop and Update Policies:

We review and refine our brands’ data privacy, security, and AI-related policies to align with shifting regulatory standards on an as-needed basis, and no less than on an annual basis.

• Implement Security Measures:

We employ security protocols to protect personal and business-critical data from unauthorized access, disclosure, or misuse.

• Conduct Ongoing Training:

Our employees receive regular training to ensure awareness of and adherence to data protection obligations and ethical AI practices.

Ongoing Enhancements and Strategic Alignment

We view data privacy and AI governance as an integral part of our long-term strategy.

In line with this commitment, we continue to invest in:

• Information Technology Infrastructure:

Upgrading systems and processes to address both current and anticipated regulatory requirements.

• Compliance Monitoring:

Tracking developments in data privacy, security, and AI regulations worldwide to adjust our internal controls accordingly.

• Collaboration with Regulators and Industry Peers:

Engaging in industry discussions and thought leadership to help shape responsible data and AI practices.

By refining our framework for data protection and AI compliance, we seek to mitigate the risks of regulatory actions, investigations, or legal claims.

We believe these efforts help strengthen the trust we share with our customers, partners, and other stakeholders, and are critical to our continued success and growth.

Effect of Government Regulations

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Data Privacy and Security

We value consumer privacy and have implemented certain policies and procedures that are designed to protect the data we collect.

Our website includes our privacy policy, which describes how we use and disclose the data we collect, and provides information for controlling personal data, including opting-out, accessing, updating, or deleting it.

In recognition of the importance of data protection to our operations, including cybersecurity, we have certain measures in places that are designed to safeguard the security, confidentiality, and privacy of our systems and information assets.

We recognize that protecting personal data and ensuring data privacy measures are integral to both our social responsibility and our long-term success.

To that end, we have implemented policies and procedures designed to uphold consumer privacy and safeguard the data we collect.

Our brands’ websites include an accessible privacy policy that explains:

• Data Collection and Usage:

How each brand obtains, processes, and uses personal information in the course of delivering our products and services.

• Data Disclosure:

The limited circumstances under which each brand shares information with third parties.

• Data Subject Rights:

How individuals can opt out, access, update, or delete their information, enhancing transparency and consumer control.

In recognition of the importance of data protection, including cybersecurity, we have implemented measures intended to safeguard the security, confidentiality, and privacy of our systems and information assets.

These measures encompass both organizational and technical controls, and include ongoing training programs to ensure that all employees understand their roles and responsibilities regarding data protection.

By striving to maintain high standards of data privacy and security, we aim to not only fulfill our regulatory obligations, but to also uphold our commitment to social responsibility.

We believe this approach helps reinforce trust in our brand and aligns with our broader goal of contributing positively to the communities we serve.

We endorse and respect the goals and principles of the United Nations (“UN”) Universal Declaration of Human Rights and the International Labor Organization Declaration on Fundamental Principles and Rights at Work.

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More information about our corporate governance features (including information about our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee) can be found in our annual proxy statement.

In addition, the charters for our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee may be found in the “Investor Relations” section of our website:

In addition, the charters for our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee may be found on our website:

www.beautyhealth.com under the heading “Governance”, and then “Documents & Charters”.

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We have built a team of industry professionals focused on beauty health.

As of December 31, 2023, and as a result of our reduction in workforce that we announced in November 2023, we employed approximately 881 employees, of whom approximately 85% were salaried, with the remainder being compensated on an hourly basis.

As of December 31, 2024, we employed 769 employees, of whom approximately 84% were salaried, with the remainder being compensated on an hourly basis.

Set forth below is the geographic makeup of our workforce:

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None of our employees are represented by a labor organization or are a party to any collective bargaining arrangement.

We believe we have good relations with our employees.

We believe we have good relations with our employees based on the results of an internal survey we conducted during the fourth quarter of 2024.

Talent Attraction and Development

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Consistent with our core values, our “Total Rewards” programs take care of our employees by offering competitive compensation and flexible, comprehensive benefits programs designed to attract, motivate, and retain world-class talent.

We continuously review and ensure our compensation packages are competitive across all of the markets in which we operate.

We continuously review and ensure our compensation packages are competitive across all markets in which we operate.

For instance, in addition to base pay (which is based on specific circumstances, including role and experience, geographic location, and performance), we offer annual cash performance-based incentives and equity-based long-term incentive awards for eligible employees.

Our robust benefit programs, which vary by country, include basic and supplemental health and insurance benefits, health savings and flexible spending accounts, access to a personal health advocate, family leave, life and disability insurance, employee assistance programs, physical, mental and financial well-being programs, a U.S.

employee stock purchase plan, retirement savings plans, and pet insurance, to name a few.

Workplace Health and Safety

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The Company has a designated environmental, health, and safety (“EHS”) department to provide a clear focal point for the safety program.

The EHS department has appointed “Department Safety

Coordinators” to implement and maintain the program at each location.

The EHS department has appointed “Department Safety Coordinators” to implement and maintain the program at each location.

The Department Safety Coordinators are the Department Heads of the Company and are an integral part of the Safety Awareness Team.

The Beauty Health Company (f.k.a.

The Company (f.k.a.

Vesper Healthcare Acquisition Corp.) was incorporated in the State of Delaware on July 8, 2020.

On May 4, 2021, we consummated the previously announced business combination pursuant to that certain Agreement and Plan of Merger, dated December 8, 2020, by and among Vesper Healthcare Acquisition Corp.

On May 4, 2021, we consummated the business combination pursuant to that certain Agreement and Plan of Merger, dated December 8, 2020, by and among Vesper Healthcare Acquisition Corp.

(“Vesper Healthcare”), Hydrate Merger Sub I, Inc.

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(a) the merger of Merger Sub I with and into Hydrafacial, with Hydrafacial continuing as the surviving corporation (the “First Merger”), and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Hydrafacial with and into Merger Sub II, with Merger Sub II continuing as the surviving entity (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”).

As a result of the First Merger, the registrant owns 100% of the outstanding common stock of Hydrafacial and each share of common stock and preferred stock of Hydrafacial was cancelled and converted into the right to receive a portion of the consideration payable in connection with the Mergers.

As a result of the Second Merger, we own 100% of the outstanding interests in Merger Sub II.

In connection with the closing of the Business Combination, we own, directly or indirectly, 100% of the stock of Hydrafacial and its subsidiaries and the stockholders of Hydrafacial as of immediately prior to the effective time of the First Merger (the “Hydrafacial Stockholders”) hold a portion of our Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”).

As a result of the First Merger, the Company owns 100% of the outstanding common stock of Hydrafacial and each share of common stock and preferred stock of Hydrafacial was cancelled and converted into the right to receive a portion of the consideration payable in connection with the Mergers.

As a result of the Second Merger, the Company owns 100% of the outstanding interests in Merger Sub II.

In connection with the closing of the Business Combination (the “Closing”), the Company owns, directly or indirectly, 100% of the stock of Hydrafacial and its subsidiaries and the stockholders of Hydrafacial as of immediately prior to the effective time of the First Merger (the “Hydrafacial Stockholders”) hold a portion of our Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”).

On May 6, 2021, we began trading under the ticker symbol, “SKIN”, on Nasdaq.

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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 1. Business