What changed in this filing

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Item 1. Legal Proceedings

2026-08-06 compared with 2026-05-07 · 51 added, 34 removed, 251 unchanged (25% of the section changed)

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The parties exchanged their opening briefs on March 12, 2025 and June 20, 2025.

Hydrafacial expects the hearing for this appeal to be scheduled in the later half of 2026.

Hydrafacial expects the hearing for this appeal to be scheduled in late 2026.

On June 11, 2024, Hydrafacial filed a complaint against Cartessa and its foreign manufacturer, Eunsung Global Corp (“Eunsung”), in the United States International Trade Commission.

A Notice of Institution of Investigation was issued on July 11, 2024, and the investigation was assigned investigation number 337-TA-1408 (the “ITC Cartessa Matter”).

In the ITC Cartessa Matter, Hydrafacial has asserted that Cartessa and Eunsung infringe Hydrafacial’s U.S.

In the ITC Cartessa Matter, Hydrafacial asserted that Cartessa and Eunsung infringe Hydrafacial’s U.S.

11,865,287, which relates to hydrodermabrasion systems but was not asserted in the Cartessa Case.

Eunsung has consented to an exclusion order during the term of the Hydrafacial patent-in-suit.

Eunsung consented to an exclusion order during the term of the Hydrafacial patent-in-suit.

In the ITC Cartessa Matter, the parties concluded the evidentiary hearing on April 9-15, 2025.

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On March 26, 2026, Cartessa filed a petition for review by the Federal Circuit Court of Appeals.

On June 1, 2026, Cartessa filed a motion to dismiss the appeal and vacate the final determination because the ’287 Patent expired.

Hydrafacial expects this appeal to be dismissed by the end of 2026.

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2:24-cv-04253 (the “Second Cartessa Case”), for patent infringement arising from Cartessa’s sale of Cartessa’s hydrodermabrasion system that Hydrafacial alleged has infringed Hydrafacial’s U.S.

The Second Cartessa Case has been stayed pending resolution of the ITC Cartessa Matter.

Although Cartessa filed a petition for review of the Commission’s final determination in the ITC Cartessa Matter, Hydrafacial plans to file a motion to reopen the Second Cartessa Case in the second quarter of 2026 to vigorously pursue its claims against Cartessa and seek monetary damages because Hydrafacial believes and expects that Cartessa’s appeal will likely be dismissed.

The Second Cartessa Case has been stayed pending resolution of the ITC Cartessa Matter and any pending appeals to the Federal Circuit.

When the pending appeal in the ITC Cartessa Matter is dismissed or otherwise concluded, Hydrafacial plans to file a motion to reopen the Second Cartessa Case to vigorously pursue its claims against Cartessa and seek monetary damages.

Eunsung Global Corp (and Sinclair Pharma Ltd.

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Hydrafacial reached a settlement with Candela in April 2026 and will dismiss the case as to Candela by the end of May 2026.

Hydrafacial has not reached a settlement with Termosalud yet, and as a result, Hydrafacial plans to vigorously pursue its claims against Termosalud, including monetary damages.

Hydrafacial has not reached a settlement with Termosalud, and as a result, Hydrafacial plans to vigorously pursue its claims against Termosalud, including monetary damages.

BQ Aesthetix & Co., LLC

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0:25-cv-61262-AHS (the “Bellatrix Case”), for patent infringement arising from Bellatrix’s sale of hydrodermabrasion systems that Hydrafacial alleged to have infringed seven of Hydrafacial’s patents on its device.

The Bellatrix Case is in its early stages of discovery and Hydrafacial is seeking monetary damages and plans to vigorously pursue its claims against Bellatrix.

On June 26, 2026, Bellatrix filed notice of Chapter 7 bankruptcy.

On June 29, 2026, the court stayed the case until resolution of the bankruptcy proceedings.

Hydrafacial expects this case to be dismissed by the end of 2026.

Securities Class Action

On November 16, 2023, a putative class action was filed in the United States District Court for the Central District of California against the Company, its then-current President and Chief Executive Officer, Andrew Stanleick, its former Chief Financial Officer, Liyuan Woo, and its current Chief Financial Officer, Michael Monahan (the “Defendants”).

The complaint, styled Abduladhim A.

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2:23-cv-09733 (C.D.

Ca.) (the “Securities Class Action”), asserted claims for violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder against all defendants (First Claim), and violation of Section 20(a) of the Exchange Act against the individual defendants (Second Claim).

The complaint alleged that, between May 10, 2022 and November 13, 2023, Defendants materially misled the investing public by publicly issuing false and/or misleading statements and/or omissions relating to Hydrafacial's business, operations, and prospects, specifically with respect to the performance of and demand for the Syndeo 1.0 and 2.0 devices.

Ca.) (the “Securities Class Action”), asserted claims for violation of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder against all defendants (the “First Claim”), and violation of Section 20(a) of the Exchange Act against the individual defendants (the “Second Claim”).

The complaint alleged that, between May 10, 2022 and November 13, 2023, defendants materially misled the investing public by publicly issuing false and/or misleading statements and/or omissions relating to Hydrafacial LLC's business, operations, and prospects, specifically with respect to the performance of and demand for the Syndeo 1.0 and 2.0 devices.

The relief sought in the complaint included a request for compensatory damages suffered by the plaintiff and other members of the putative class for damages allegedly sustained as a result of the alleged securities violations.

On January 16, 2024, putative class members Jeff and Kevin Brown (the “Browns”), Priscilla and Martjn Dijkgraaf (the “Dijkgraafs”), and Joseph Jou filed three competing motions for appointment as lead plaintiff under the Private Securities Litigation Reform Act (“PSLRA”), 17 U.S.C.

On January 16, 2024, putative class members Jeff and Kevin Brown (the “Browns”), Priscilla and Martijn Dijkgraaf (the “Dijkgraafs”), and Joseph Jou filed three competing motions for appointment as lead plaintiff under the Private Securities Litigation Reform Act, 17 U.S.C.

§ 78u-4(a)(3).

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On May 2, 2024, the Court granted the Dijkgraafs’ motion for appointment as lead plaintiff and approved the Dijkgraafs’ counsel, Hagens Berman, as lead counsel.

On July 1, 2024, lead plaintiffs filed a consolidated amended class action complaint asserting the same causes of action as the original complaint.

On July 1, 2024, lead plaintiffs filed a consolidated amended class action complaint asserting the same causes of action as the original complaint, but dropping Mr.

Monahan as a defendant.

The Securities Class Action case was assigned to U.S.

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On January 10, 2025, the Court granted the parties’ joint stipulation to adjourn the January 15, 2025 hearing.

On January 17, 2025, the Court granted the parties’ joint stipulation to withdraw briefing on Defendants’ motion to dismiss without prejudice to refiling and to briefly stay proceedings so that the parties could complete a private mediation.

On January 17, 2025, the Court granted the parties’ joint stipulation to withdraw briefing on defendants’ motion to dismiss without prejudice to refiling and to briefly stay proceedings so that the parties could complete a private mediation before Greg Danilow of Phillips ADR Enterprises, P.C.

The parties conducted the private mediation on March 27, 2025.

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On March 24, 2026, the parties entered into a stipulation to extend the case schedule by approximately three months to allow them to focus on mediation efforts.

The Court approved the stipulation on March 25, 2026, resulting in a three-month extension of the case schedule, including all discovery deadlines.

The parties have agreed to participate in a private mediation, which is currently scheduled to take place on May 20, 2026.

The Company believes that the claims asserted in the Securities Class Action have no merit and intends to vigorously defend them.

On March 25, 2026, the Court issued an order granting the joint stipulation, resulting in a three-month extension of the case schedule and discovery deadlines.

On May 20, 2026, the parties participated in a second private mediation, which took place in person, with Mr.

Danilow of Phillips ADR Enterprises, P.C.

After extensive negotiations, the parties reached a settlement in principle.

On May 26, 2026, lead plaintiffs filed a notice of settlement, notifying the Court that the parties had agreed to a tentative settlement to resolve the entire action against all defendants, including Andrew Stanleick and Liyuan Woo.

In that notice of settlement, the parties also notified the Court that they intended to file a comprehensive written settlement agreement and related documents, as part of their motion for preliminary approval.

On June 17, 2026, lead plaintiffs filed their motion for preliminary approval of the proposed class action settlement, certification of the settlement class, approval of notice to the settlement class, and scheduling of the fairness hearing (the “Preliminary Approval Motion”).

On July 2, 2026, lead plaintiffs filed a notice of absence of objection to the Preliminary Approval Motion, noting that no opposition or objection to the Preliminary Approval Motion had been filed to date.

The proposed settlement remains subject to Court approval.

However, if the Court does approve the proposed settlement, the Company will cause to be paid a total cash settlement payment of $18,000,000 (the “Cash Payment”), of which, the Company will be responsible to pay only $3,000,000 of the Cash Payment from its own funds, while the remaining $15,000,000 of the Cash Payment will come from certain of the Company’s insurers.

The Company denies and continues to deny the allegations in the Securities Class Action and all charges of wrongdoing or liability.

Customer Class Action

On October 24, 2024, Jason Davalos (“Jason Davalos”), Sonia Davalos (“Sonia Davalos”, and collectively with Jason Davalos, the “Davaloses”), and Sol Tan Tanning & Spa LLC (“Sol Tan”, and collectively with the Davaloses, the “Class Action Plaintiffs”), individually and on behalf of all others similarly situated, filed a putative class action complaint (the “Complaint”) against Hydrafacial LLC d/b/a The Hydrafacial Company (“Hydrafacial”) and The Beauty Health Company (“BHC” and collectively with Hydrafacial, the “Class Action Defendants”) for alleged violations of New York consumer fraud statutes, breach of contract, and common law breach of implied warranties (the “Customer Class Action”).

The case is captioned Jason Davalos, Sonia Davalos, Sol Tan Tanning & Spa LLC, on behalf of themselves and all others similarly situated v.

Hydrafacial LLC dba The Hydrafacial Company, and The Beauty Health Company, Case No.

24-cv-8073 (S.D.N.Y.) (Caproni, J.) The Complaint alleged that all three versions of the Syndeo machine (Syndeo 1.0, Syndeo 2.0, and Syndeo 3.0) were defective and did not perform in the manner in which it had been represented by Class Action Defendants.

Following motion practice and two amended complaints (as further described below), the case is now captioned Sol Tan Tanning & Spa LLC, et al., on behalf of themselves and all others similarly situated v.

Hydrafacial LLC dba The Hydrafacial Company, Case No.

24-cv-8073 (S.D.N.Y.) (Caproni, J.).

The Complaint alleged that all three versions of the Syndeo machine (Syndeo 1.0, Syndeo 2.0, and Syndeo 3.0) were defective and did not perform in the manner in which it had been represented by Class Action Defendants.

Class Action Plaintiffs claim that Class Action Defendants made various misrepresentations in its marketing and sales of the Syndeo machines and, rather than provide a refund to customers for the defective machines, replaced them with another Syndeo machine that exhibited the same defects.

Class Action Plaintiffs purported to bring claims on behalf of themselves, and all other similarly situated purchasers within the United States, of Class Action Defendants’ Syndeo machines.

Class Action Plaintiffs purported to bring claims on behalf of themselves, and all other similarly situated purchasers within the United States as well as a New York subclass.

The Complaint asserted five causes of action:

(1) violations of N.Y.

G.B.L., § 349, the state consumer production statute;

G.B.L., § 349, the state consumer protection statute;

(2) violations of N.Y.

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and (5) breach of the implied warranty of fitness.

The relief sought in the Complaint included monetary damages allegedly suffered by Class Action Plaintiffs and other members of the putative class as a result of Class Action Defendants’ alleged violations and breaches, including a trebling of any money damages award for alleged violations of N.Y.

The relief sought included monetary damages allegedly suffered by Class Action Plaintiffs and other members of the putative class as a result of Class Action Defendants’ alleged violations and breaches, including a trebling of any money damages award for alleged violations of N.Y.

G.B.L., § 349 and § 350.

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Pursuant to the parties’ so-ordered January 16 joint stipulation, on May 7, 2025, the parties filed a revised proposed case management plan and a revised joint letter in accordance with the Court’s Notice of Initial Pretrial Conference.

On the same day, the Court endorsed the joint submission and ordered Plaintiff to file an amended complaint no later than June 2, 2025, and scheduled an initial pretrial conference for July 18, 2025.

On June 2, 2025, Plaintiff and fifteen other alleged purchasers of the Syndeo machines (“Plaintiffs”) filed an amended complaint (the “Amended Complaint”) asserting:

On the same day, the Court endorsed the joint submission and ordered plaintiff Sol Tan to file an amended complaint no later than June 2, 2025, and scheduled an initial pretrial conference for July 18, 2025.

On June 2, 2025, plaintiff Sol Tan and fifteen other alleged purchasers of the Syndeo machines (“Plaintiffs”) filed an amended complaint (the “Amended Complaint”) asserting:

(1) violations of N.Y.

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(“Spa Thirsty”), sought certification of an alternative subclass of New York purchasers of Syndeo devices (the “Putative New York Subclass”).

On June 23, 2025, Defendants moved to (i) dismiss Counts I, II, IV, and V in full;

On June 23, 2025, Class Action Defendants moved to (i) dismiss Counts I, II, IV, and V in full;

(ii) partially dismiss Count III to the extent it alleges design defects;

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and (v) dismiss Plaintiffs’ claim for injunctive relief.

On December 22, 2025, the Court granted Defendants’ motion to dismiss in its entirety, except it denied Defendants’ request that the claims brought by plaintiff Spa Thirsty be dismissed with prejudice.

On December 22, 2025, the Court granted Class Action Defendants’ motion to dismiss in its entirety, except it denied Class Action Defendants’ request that the claims brought by plaintiff Spa Thirsty be dismissed with prejudice.

Specifically, the Court dismissed (i) all of Plaintiffs’ claims against BHC;

(ii) Plaintiffs’ claims for breach of the implied warranty of merchantability (Count I), breach of express and implied contract and class-wide rescission based on fraudulent inducement (Count II), and violations of N.Y.

G.B.L., §§ 349 and 350 (Counts IV and V), and their request for injunctive relief;

and (iii) the Class Action Plaintiffs’ claim for breach of express warranty (Count III) to the extent it arises out of alleged defects affirmatively identified as “design defects” in the amended complaint.

(ii) Plaintiffs’ Count I, Count II, Count IV, Count V, and their request for injunctive relief;

and (iii) the Class Action Plaintiffs’ Count III to the extent it arises out of alleged defects affirmatively identified as “design defects” in the Amended Complaint.

In addition, the Court denied the Class Action Plaintiffs’ request for leave to amend as to all of the dismissed causes of action except for plaintiff Spa Thirsty’s claims pursuant to N.Y.

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The Court gave plaintiff Spa Thirsty until January 9, 2026 to move for leave to file a second amended complaint that addresses the deficiencies with plaintiff Spa Thirsty’s §§ 349 and 350 claims.

Those deficiencies included plaintiff Spa Thirsty’s failure to allege that it “was aware of any of Defendants’ purportedly deceptive statements ‘before [it] purchased or came into possession’ of the Syndeo.”

On January 9, 2026, Class Action Plaintiffs filed a letter motion for leave to file a second amended complaint and for reconsideration of the Court’s dismissal of Plaintiffs’ claims for breach of express and implied contract and class-wide rescission based on fraudulent inducement (Count II).

Those deficiencies included plaintiff Spa Thirsty’s failure to allege that it “was aware of any of [d]efendants’ purportedly deceptive statements ‘before [it] purchased or came into possession’ of the Syndeo.”

On January 9, 2026, Class Action Plaintiffs filed a letter motion for leave to file a second amended complaint and for reconsideration of the Court’s dismissal of Plaintiffs’ Count II.

Class Action Plaintiffs appended a proposed second amended complaint (the “Second Amended Complaint”) to their letter motion.

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On March 2, 2026, the Court ordered Class Action Plaintiffs to file the necessary motion papers for preliminary approval of the settlement on or before May 29, 2026, and canceled all other deadlines in the case.

On May 29, 2026, Class Action Plaintiffs filed a motion for preliminary approval of the settlement.

On June 10, 2026, the Court issued an order denying the motion without prejudice, and requested that Class Action Plaintiffs file a supplemental letter addressing certain questions from the Court regarding distribution of proceeds and payment of attorneys’ fees and requesting amended versions of the proposed forms of notice.

On June 15, 2026, Class Action Plaintiffs filed their supplemental letter and revised proposed forms of notice.

On June 25, 2026, the Court issued an order granting preliminary approval of the class action settlement and set a final approval hearing for December 4, 2026 at 10:00 am.

The Company believes that the claims asserted in the Customer Class Action have no merit and it intends to vigorously defend them.

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Ch.) (the “Elstein Derivative Action”), asserts a single claim for breach of fiduciary duty against the individual defendants based on the alleged disclosure of knowingly false information and/or the alleged failure to respond to red flags relating to Hydrafacial’s business, operations, and prospects, specifically with respect to the performance of and demand for the Syndeo 1.0 and 2.0 devices.

The plaintiff-stockholder further maintains that no demand was made upon the Company’s Board of Directors prior to the initiation of the Elstein Derivative Action based on allegations that a majority of the Board of Directors was not disinterested or independent with respect to the fiduciary duty claim, such that demand should be excused as futile.

The plaintiff-stockholder further maintains that no demand was made upon the Board of Directors prior to the initiation of the Elstein Derivative Action based on allegations that a majority of the Board of Directors was not disinterested or independent with respect to the fiduciary duty claim, such that demand should be excused as futile.

The relief sought in the complaint includes a finding of demand futility, a finding that the individual defendants are liable for breaching their fiduciary duties (as current/former officers and directors), and an award of compensatory damages for harm suffered by the Company and its stockholders for harm allegedly sustained as a result of the alleged fiduciary duty violation.

On May 1, 2024, a derivative complaint was filed in the Delaware Court of Chancery against the Company’s former President and Chief Executive Officer, Andrew Stanleick;

its former Chief Financial Officer, Liyuan Woo, and current members of the Company’s Board of Directors:

its former Chief Financial Officer, Liyuan Woo, and the then-current members of the Board of Directors:

Brent Saunders, Marla Beck, Michael Capellas, Julius Few, Desiree Gruber, Michelle Kerrick, Brian Miller, and Doug Schillinger, with the Company as the nominal defendant.

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On February 20, 2026, the Delaware Court of Chancery entered a Scheduling Order with respect to Notice and Settlement Hearing, requiring the Company to file a copy of the Notice of Pendency and Proposed Settlement of Derivative Action as an exhibit to a Current Report on Form 8-K, which the Company filed on March 6, 2026.

The Court has scheduled the settlement hearing for May 13, 2026.

The Court conducted a settlement hearing on May 13, 2026 .

The Delaware Court of Chancery took the matter under advisement, and the parties are awaiting the Court’s decision on approval of the Stipulation of Settlement.

Securities and Exchange Commission (the “SEC”) Subpoena

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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-Q

Item 1. Legal Proceedings