4 unchanged sentences
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).
−Removed: Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
+Added: Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: Based on the Company’s assessment, management has identified a material weakness in our internal control over financial reporting, due to the Company’s lack of sufficient resources within inventory operations with an appropriate level of accounting knowledge, training, and experience which resulted in the ineffective design and operating effectiveness of controls over the accounting for inventory.
+Added: Based on the Company’s assessment, management identified a material weakness in our internal control over financial reporting, due to the Company’s lack of sufficient resources within inventory operations with an appropriate level of accounting knowledge, training, and experience which resulted in the ineffective design and operating effectiveness of controls over the accounting for inventory.
As a result, the Company’s accounting department was not provided with complete and adequate support, documentation, and information to effectively analyze and record accounting matters timely and account for the financial statement effects of the areas impacted.
−Removed: This resulted in inadequate controls over 1) physical existence of inventory, 2) excess and obsolete inventory, and 3) inventory pricing and purchase arrangements, including non-trade vendor receivables and potential disputes with vendors.
+Added: This resulted in inadequate controls over 1) excess and obsolete inventory, and 2) inventory pricing and purchase arrangements.
The material weakness did not result in any material misstatements to our consolidated financial statements as of December 31, 2024 or in previous periods.
1 unchanged sentence
Remediation Plan for Material Weakness
−Removed: The Company, with oversight from our Audit Committee, is in the process of developing and implementing its remediation plan specific to the material weakness, which is expected to include the addition of personnel within inventory operations and the enhancement of certain inventory processes and use of information systems.
−Removed: However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time, and management has concluded, through testing, that the related controls are operating effectively.
+Added: The Company, with oversight from our Audit Committee, has made progress on its remediation plan specific to the material weakness, with the completion of the following remediation activities as of December 31, 2024:
+Added: • The Company appointed new individuals in key roles including the Chief Supply Chain and Operations Officer and other operational leadership roles;
+Added: • Enhanced training and operational guidelines resulting in the successful completion of the Company’s annual physical inventory counts;
+Added: • Designed and implemented controls with regards to excess and obsolete inventory and inventory pricing and purchase arrangements.
+Added: The Company has implemented the remediation steps detailed above;
+Added: however, the Company is unable to conclude that these controls are operating effectively until the applicable controls operate for a sufficient period of time and are subject to testing to conclude that remediation has been achieved.
+Added: The Company anticipates that remediation activities will be completed during fiscal year 2025.
Changes in Internal Control over Financial Reporting
27 unchanged sentences
As a result, the accounting department was not provided with complete and adequate support, documentation, and information to effectively analyze and record accounting matters timely and account for the financial statement effects of the areas impacted.
−Removed: This resulted in inadequate controls over 1) physical existence of inventory 2) excess and obsolete inventory and 3) inventory pricing and purchase arrangements, including non-trade vendor receivables and potential disputes with vendors.
+Added: This resulted in inadequate controls over 1) excess and obsolete inventory and 2) inventory pricing and purchase arrangements.
This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.
6 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: The information required by this Item will be included in the Company’s definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after our fiscal year end December 31, 2023, in connection with the solicitation of proxies for the Company’s 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”), under the captions “Proposal 1:
−Removed: Election of Three Class III Directors”, “Directors and Nominees”, “Corporate Governance — Board Committees — Audit Committee,”, and “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference.
+Added: Except as stated below, the information required by this Item will be included in the Company’s definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after our fiscal year end December 31, 2024, in connection with the solicitation of proxies for the Company’s 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), under the captions “Proposal 1:
+Added: Election of Eight Directors”, “Directors and Nominees”, “Corporate Governance — Board Committees — Audit Committee,”, and “Section 16(a) Beneficial Ownership Reporting Compliance” and is incorporated herein by reference.
+Added: Insider Trading Policy
+Added: The Company has adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of the Company’s securities by its directors, officers, and employees that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations and the applicable Nasdaq listing standards.
+Added: A copy of the Company's Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Executive Compensation.
29 unchanged sentences
8-K 001-39565 2.1 December 9, 2020
−Removed: Stock Purchase Agreement by and among Dr.
−Removed: Lawrence Groop, Kristin Groop, Esthetic Education, LLC, and Edge Systems Intermediate, LLC, dated as of February 27, 2023
−Removed: 8-K 001-39565 2.1 February 28, 2023
+Added: Second Amended and Restated Certificate of Incorporation of The Beauty Health Company
+Added: 8-K 001-39565 3.1 May 10, 2021
EXHIBIT INDEX
1 unchanged sentence
Filed Herewith
−Removed: Second Amended and Restated Certificate of Incorporation of The Beauty Health Company
−Removed: 8-K 001-39565 3.1 May 10, 2021
+Added: C ertificate 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
8 unchanged sentences
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
−Removed: 001-39565 4.4 March 1, 2022
Amended and Restated Registration Rights Agreement dated as of May 4, 2021, by and among the Company, BLS Investor Group LLC and the stockholders of LCP Edge Intermediate, Inc.
6 unchanged sentences
8-K 001-39565 10.2 April 30, 2021
−Removed: The Beauty Health Company Executive Severance Plan
−Removed: 8-K 001-39565 10.12 May 10, 2021
−Removed: F irst Amendment to The Beauty Health Company Executive Severanc e Plan
−Removed: 001-39565 10.1 April 14, 2023
+Added: The Beauty Health Company Amended and Restated Executive Severance Plan
+Added: 8-K 001-39565 10.2 April 8, 2024
Form of Confirmation for Capped Call Transactions
8-K 001-39565 10.1 September 14, 2021
−Removed: Amended and Restated Credit Agreement, dates as of November 14, 2022, among The Beauty Health Company, as borrower, the other loan parties thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
−Removed: 8-K 001-39565 10.1 November 15, 2022
−Removed: Master Confirmation - Uncollared Accelerated Share Repurchase, dates as of September 27, 2022, between JPMorgan Chase Bank, National Association and The Beauty Health Company
−Removed: 8-K 001-39565 10.1 September 27, 2022
−Removed: O ffer Letter , dated November 13, 2023, by and between The Beauty Health Company and Marla Beck
+Added: Separation and Transition Agreement, dated November 11, 2024, by and between Hydrafacial LLC and Daniel Watson
10.1 November 12, 2024
−Removed: E mployment Agreement, dated August 10, 2023, by and among The Beauty Health Company, HydraFacial LLC, and Michael Mon ahan
−Removed: 10.1 August 9, 2023
−Removed: P romotion Offer Letter with Brad Hauser, dated April 7, 2023
−Removed: 10.1 April 19, 2023
−Removed: F orm of Restricted Stock Unit Agreement
−Removed: 10.1 December 1, 2023
−Removed: Separation Agreement , dated December 8, 2023, by and between The Beauty Health Company and Andrew Sta nleick
−Removed: 10.1 December 14, 2023
−Removed: EXHIBIT INDEX
−Removed: Description of Exhibit Form
−Removed: Filed Herewith
−Removed: S eparation Agreement , dated August 10, 2023, by and between The Beauty Health Company and Liyuan Woo
−Removed: 10.2 August 9, 2023
+Added: Insider Trading Policy
Subsidiaries of The Beauty Health Company
6 unchanged sentences
Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: T he Beauty Health Company Amended and Restated Clawback Policy
+Added: The Beauty Health Company Amended and Restated Clawback Policy
+Added: 001-39565 97.1 March 12, 2024
+Added: EXHIBIT INDEX
+Added: Description of Exhibit Form
+Added: Filed Herewith
Inline XBRL Instance Document
34 unchanged sentences
Capellas Director March 12, 2025
−Removed: /s/ Julius Few Director March 12, 2024
+Added: /s/ Stephen J.
+Added: Fanning Director March 12, 2025
/s/ Desiree Gruber Director March 12, 2025
6 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.