SkinHealth Systems Inc. 10-Q

Item 5. Other Information. The information included in this Item 5 is provided in lieu of filing such information on a Current Report on Form 8-K under Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers: On August 3, 2022, the Company’s indirect, wholly-owned subsidiary, HydraFacial LLC, f.k.a. Edge Systems, LLC, and Indra Pamamull, the former President of APAC of the Company, entered into a Separation Agreement (the “Separation Agreement”) in connection with Ms. Pamamull’s transition out of the Company. The Separation Agreement is effective as of June 8, 2022 (the “Separation Date”). Pursuant to the terms of the Separation Agreement, HydraFacial has agreed to (i) pay to Ms. Pamamull cash consideration of (a) $12,641 Singapore dollars, which represents the prorated monthly salary for the month of June up to the Separation Date, (b) $21,392 Singapore dollars, which represents the prorated, accrued and unutilized paid annual leave up to the Separation Date, (c) $278,100 Singapore dollars, which represents severance payment equivalent to six months’ salary, (d) $18,180 Singapore dollars, which represents the amounts owed had Ms. Pamamull taken part in the Central Provident Fund in 42 Table of Contents Singapore, (e) an amount equal to Ms. Pamamull’s monthly base salary for up to six (6) months, or such shorter period thereof in the event that Ms. Pamamull commences paid employment with any other entity, and (f) an amount equal to the pro-rata target bonus up to the Separation Date, and (ii) continue Ms. Pamamull’s current health benefits for up to six (6) months after the Separation Date (collectively, the “Severance Payments”). In consideration for the Severance Payments, Ms. Pamamull has agreed to customary general releases and waivers in favor of the Company and HydraFacial, and customary post-employment covenants with respect to confidential information of the Company and HydraFacial. The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference. 43 Table of Contents 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 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 10.1 Form of Confirmation for Capped Call Transactions 8-K 001-39565 10.1 September 14, 2021 10.2# Retention Agreement, dated May 7, 2022, between Daniel Watson and The Beauty Health Company X 10.3*** Separation Agreement, dated as of August 3, 2022, between Hyrdrafacial LLC and Indra Pamamull X 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS** Inline XBRL Instance Document X 101.SCH** Inline XBRL Taxonomy Extension Schema Document X 101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB** Inline XBRL Taxonomy Extension Labels Linkbase Document X 101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments _______________ 44 Table of Contents * These certifications are being furnished solely to accompany this annual 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. *** Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10) # Management contract or compensatory plan or arrangement. 45 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE BEAUTY HEALTH COMPANY Date: August 9, 2022 By: /s/ Andrew Stanleick Name: Andrew Stanleick Title: Chief Executive Officer (Principal Executive Officer) Date: August 9, 2022 By: /s/ Liyuan Woo Name: Liyuan Woo Title: Chief Financial Officer (Principal Accounting Officer and Financial Officer)