Document
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-257995
PROSPECTUS SUPPLEMENT NO. 13
(to prospectus dated May 5, 2022)
https://cdn.kscope.io/34e80ed95d31dd0a18da7c725c88b2f0-image_0a.jpg

THE BEAUTY HEALTH COMPANY

76,040,010 SHARES OF CLASS A COMMON STOCK
6,970,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK
6,970,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 5, 2022 (the “Prospectus”), related to (i) the resale, from time to time, by the selling stockholders identified in the Prospectus, or their permitted transferees, of (a) an aggregate of 76,040,010 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of The Beauty Health Company, a Delaware corporation, and (b) 6,970,000 warrants to purchase Class A Common Stock at an exercise price of $11.50 per share (the “warrants”) and (ii) the issuance by us of up to 6,970,000 shares of Class A Common Stock upon the exercise of warrants, with the information contained in our Amendment No. 1 to our Annual Report on Form 10-K/A, filed with the Securities and Exchange Commission (“SEC”) on December 15, 2022 (the “Amendment”). Accordingly, we have attached the Amendment to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

The Beauty Health Company’s Class A Common Stock is quoted on The Nasdaq Capital Market LLC (“Nasdaq”) under the symbol, “SKIN”. On December 14, 2022, the closing price of our Class A Common Stock was $9.98.
Investing in shares of our Class A Common Stock or warrants involves risks that are described in the “Risk Factors” section beginning on page 4 of the Prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is December 15, 2022
 
 




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021

OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-04321
The Beauty Health Company
(Exact name of registrant as specified in its charter)
Delaware85-1908962
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
2165 Spring Street
Long Beach, CA 90806
(800) 603-4996
(Address of Principal Executive Offices, including zip code)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareSKIN
The Nasdaq Capital Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer
Accelerated filer
Non-accelerated filer  
Smaller reporting company
Emerging growth company
            
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, was $1.41 billion.
As of February 18, 2022, there were 150,598,047 shares of Class A Common Stock, par value $0.0001 per share issued and outstanding.

Auditor Name: Deloitte & Touche LLP
Auditor Location: Los Angeles, California
PCAOB ID: 34
 




EXPLANATORY NOTE

The Beauty Health Company is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to amend its original Annual Report on Form 10-K for the period ended December 31, 2021 (the “Original Form 10-K”), originally filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2022, for the sole purpose of including revised Exhibits 31.1 and 31.2, which replace the previously filed versions of those exhibits, to correct an inadvertent omission of certain language from paragraph 4 of the Exhibit 31.1 and Exhibit 31.2 certifications filed with the Original Form 10-K.

This Amendment contains only the Cover Page to this Amendment, this Explanatory Note, Item 15, the Signature Page, and the certifications attached to this Amendment as Exhibits 31.1 and 31.2. No other changes have been made to the Original Form 10-K. This Amendment speaks as of the original filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Form 10-K.

Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and our other filings with the SEC. The filing of this Amendment is not an admission that the Original Form 10-K, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.



PART IV


Item 15. Financial Statements and Supplementary Data

(a)(3) EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Amendment.

EXHIBIT INDEX
No.Description of Exhibit
Form
File No.
Exhibit
Filing Date
Filed Herewith
2.1Agreement 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’ Representative8-K001-395652.1December 9, 2020
3.1
Second Amended and Restated Certificate of Incorporation of The Beauty Health Company
8-K001-395653.1May 10, 2021
3.2Amended and Restated Bylaws of The Beauty Health Company8-K001-395653.2May 10, 2021
4.1Indenture, dated as of September 14, 2021, between The Beauty Health Company and U.S. Bank National Association, as trustee8-K001-395654.1September 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-K001-395654.2September 14, 2021
4.3
Warrant Agreement, dated September 29, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent
8-K
001-395654.1October 5, 2020
4.4
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

March 1, 2022
10.1Amended 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.8-K001-3956510.2May 10, 2021
10.2
Investor Rights Agreement dated as of May 4, 2021, by and between the Company and LCP Edge Holdco, LLC
8-K001-3956510.3May 10, 2021
10.3#The Beauty Health Company 2021 Incentive Award Plan 8-K001-3956510.1April 30, 2021
10.4#The Beauty Health Company 2021 Employee Stock Purchase Plan8-K001-3956510.2April 30, 2021
10.5#
Employment Agreement, dated as of May 4, 2021, between Clinton E. Carnell, Edge Systems LLC d/b/a The HydraFacial Company and The Beauty Health Company
8-K001-3956510.6May 10, 2021
10.6#Employment Agreement, dated as of May 4, 2021, between Liyuan Woo, Edge Systems LLC d/b/a The HydraFacial Company and The Beauty Health Company8-K001-3956510.7May 10, 2021
10.7#Employment Agreement, dated as of August 4, 2021, between Indra Pamamull and The Beauty Health Company10-K001-3596510.7March 1, 2022



EXHIBIT INDEX
No.Description of Exhibit
Form
File No.
Exhibit
Filing Date
Filed Herewith
10.8#Offer Letter, dated as of August 4, 2021, between Edge Systems LLC d/b/a The HydraFacial Company, The Beauty Health Company and Indra Pamamull10-K001-3596510.8March 1, 2022
10.9#Employment Agreement, dated as of October 1, 2021, between Stephan Becker and The Beauty Health Company10-K001-3596510.9March 1, 2022
10.10#
Offer Letter dated as of April 29, 2021, between Daniel Watson, Edge Systems LLC d/b/a The HydraFacial Company and The Beauty Health Company
8-K001-3956510.8May 10, 2021
10.11#Form of Stock Option Award Agreement (CEO and CFO)8-K001-3956510.9May 10, 2021
10.12#Form of Stock Option Award Agreement Form (Non-CEO and CFO)8-K001-3956510.10May 10, 2021
10.13#
Form of Performance-Based Restricted Stock Unit Agreement
8-K001-3956510.11May 10, 2021
10.14#The Beauty Health Company Executive Severance Plan8-K001-3956510.12May 10, 2021
10.15#Form of Indemnity Agreement.8-K001-3956510.13May 10, 2021
10.16#
Amended and Restated Management Services Agreement dated as of May 4, 2021, by and among Linden Manager III LP, Edge Systems LLC d/b/a The HydraFacial Company and The Beauty Health Company
8-K001-3956510.14May 10, 2021
10.17#Form of Confirmation for Capped Call Transactions8-K001-3956510.1September 14, 2021
10.18Credit Agreement, dated as of December 30, 2021, among Edge Systems LLC, as borrower, the other loan parties thereto, the other lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent8-K001-3956510.1January 4, 2022
21.1Subsidiaries of registrant10-K001-3956521.1March 1, 2022 
23.1Consent of Deloitte & Touche LLP10-K001-3956523.1March 1, 2022 
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 2002X
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 2002X
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 200210-K001-3956532.1March 1, 2022 
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 200210-K001-3956532.2March 1, 2022 
101.INS**
Inline XBRL Instance Document
10-K001-39565
101.INS
March 1, 2022 
101.SCH**
Inline XBRL Taxonomy Extension Schema Document
10-K001-39565
101.SCH
March 1, 2022 
101.CAL**
Inline XBRL Taxonomy Extension Calculation Linkbase Document
10-K001-39565
101.CAL
March 1, 2022 
101.DEF**
Inline XBRL Taxonomy Extension Definition Linkbase Document
10-K001-39565
101.DEF
March 1, 2022 
101.LAB**
Inline XBRL Taxonomy Extension Labels Linkbase Document10-K001-39565
101.LAB
March 1, 2022 



EXHIBIT INDEX
No.Description of Exhibit
Form
File No.
Exhibit
Filing Date
Filed Herewith
101.PRE**
Inline XBRL Taxonomy Extension Presentation Linkbase Document
10-K001-39565
101.PRE
March 1, 2022 
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 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.
#    Management contract or compensatory plan or arrangement.



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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:December 15, 2022By:/s/ Andrew Stanleick
Name:Andrew Stanleick
Title:Chief Executive Officer
(Principal Executive Officer)



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

NameTitleDate
/s/ Brenton L. SaundersExecutive ChairmanDecember 15, 2022
Brenton L. Saunders
/s/ Andrew StanleickPresident, Chief Executive Officer and DirectorDecember 15, 2022
Andrew Stanleick(Principal Executive Officer)
/s/ Liyuan WooChief Financial OfficerDecember 15, 2022
Liyuan Woo(Principal Financial and Accounting Officer)
/s/ Marla BeckDirectorDecember 15, 2022
Marla Beck
/s/ Michael D. CapellasDirectorDecember 15, 2022
Michael D. Capellas
/s/ Julius FewDirectorDecember 15, 2022
Julius Few
/s/ Desiree GruberDirectorDecember 15, 2022
Desiree Gruber
/s/ Michelle KerrickDirectorDecember 15, 2022
Michelle Kerrick
/s/ Brian MillerDirectorDecember 15, 2022
Brian Miller
/s/ Doug SchillingerDirectorDecember 15, 2022
Doug Schillinger