SkinHealth Systems Inc. 10-Q

Item 5. Other Information. Rule 10b5-1 Trading Plans During the three months ended March 31, 2025, 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. 32 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 12, 2025 10.1 † # Offer Letter with Ronald Menezes, dated October 9, 2024 8-K 001-39565 10.1 February 28, 2025 10.2 † # Offer Letter with Sheri Lewis, dated March 25, 2024 8-K 001-39565 10.2 February 28, 2025 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 33 EXHIBIT INDEX No. Description of Exhibit Form File No. Exhibit Filing Date Filed Herewith 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. 34 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: May 8, 2025 By: /s/ Marla Beck Name: Marla Beck Title: Chief Executive Officer (Principal Executive Officer) Date: May 8, 2025 By: /s/ Michael Monahan Name: Michael Monahan Title: Chief Financial Officer (Principal Accounting Officer and Financial Officer) 35