Document | | | | | |
| Filed Pursuant to Rule 424(b)(3) |
| Registration No. 333-257995 |
PROSPECTUS SUPPLEMENT NO. 13 (to prospectus dated May 5, 2022) | |
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)
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☒ | 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
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☐ | 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)
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Delaware | | 85-1908962 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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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 class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, par value $0.0001 per share | | SKIN | | 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.
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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.
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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.
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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 | | |
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 | |
| | | | | | March 1, 2022 | | |
10.1 | | 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. | | 8-K | | 001-39565 | | 10.2 | | May 10, 2021 | | |
10.2 | | Investor Rights Agreement dated as of May 4, 2021, by and between the Company and LCP Edge Holdco, LLC | | 8-K | | 001-39565 | | 10.3 | | May 10, 2021 | | |
10.3# | | The Beauty Health Company 2021 Incentive Award Plan | | 8-K | | 001-39565 | | 10.1 | | April 30, 2021 | | |
10.4# | | The Beauty Health Company 2021 Employee Stock Purchase Plan | | 8-K | | 001-39565 | | 10.2 | | April 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-K | | 001-39565 | | 10.6 | | May 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 Company | | 8-K | | 001-39565 | | 10.7 | | May 10, 2021 | | |
10.7# | | Employment Agreement, dated as of August 4, 2021, between Indra Pamamull and The Beauty Health Company | | 10-K | | 001-35965 | | 10.7 | | March 1, 2022 | | |
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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 Pamamull | | 10-K | | 001-35965 | | 10.8 | | March 1, 2022 | | |
10.9# | | Employment Agreement, dated as of October 1, 2021, between Stephan Becker and The Beauty Health Company | | 10-K | | 001-35965 | | 10.9 | | March 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-K | | 001-39565 | | 10.8 | | May 10, 2021 | | |
10.11# | | Form of Stock Option Award Agreement (CEO and CFO) | | 8-K | | 001-39565 | | 10.9 | | May 10, 2021 | | |
10.12# | | Form of Stock Option Award Agreement Form (Non-CEO and CFO) | | 8-K | | 001-39565 | | 10.10 | | May 10, 2021 | | |
10.13# | | Form of Performance-Based Restricted Stock Unit Agreement | | 8-K | | 001-39565 | | 10.11 | | May 10, 2021 | | |
10.14# | | The Beauty Health Company Executive Severance Plan | | 8-K | | 001-39565 | | 10.12 | | May 10, 2021 | | |
10.15# | | Form of Indemnity Agreement. | | 8-K | | 001-39565 | | 10.13 | | May 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-K | | 001-39565 | | 10.14 | | May 10, 2021 | | |
10.17# | | Form of Confirmation for Capped Call Transactions | | 8-K | | 001-39565 | | 10.1 | | September 14, 2021 | | |
10.18 | | Credit 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 agent | | 8-K | | 001-39565 | | 10.1 | | January 4, 2022 | | |
21.1 | | Subsidiaries of registrant | | 10-K | | 001-39565 | | 21.1 | | March 1, 2022 | | |
23.1 | | Consent of Deloitte & Touche LLP | | 10-K | | 001-39565 | | 23.1 | | March 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 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 | | 10-K | | 001-39565 | | 32.1 | | March 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 2002 | | 10-K | | 001-39565 | | 32.2 | | March 1, 2022 | | |
101.INS** | | Inline XBRL Instance Document | | 10-K | | 001-39565 | | 101.INS | | March 1, 2022 | | |
101.SCH** | | Inline XBRL Taxonomy Extension Schema Document | | 10-K | | 001-39565 | | 101.SCH | | March 1, 2022 | | |
101.CAL** | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 10-K | | 001-39565 | | 101.CAL | | March 1, 2022 | | |
101.DEF** | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 10-K | | 001-39565 | | 101.DEF | | March 1, 2022 | | |
101.LAB** | | Inline XBRL Taxonomy Extension Labels Linkbase Document | | 10-K | | 001-39565 | | 101.LAB | | March 1, 2022 | | |
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EXHIBIT INDEX |
No. | | Description of Exhibit | | Form | | File No. | | Exhibit | | Filing Date | | Filed Herewith |
101.PRE** | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 10-K | | 001-39565 | | 101.PRE | | March 1, 2022 | | |
104** | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 attachments | | | | | | | | | | |
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* 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.
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| | THE BEAUTY HEALTH COMPANY |
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Date: | December 15, 2022 | By: | /s/ Andrew Stanleick |
| | Name: | Andrew Stanleick |
| | Title: | Chief Executive Officer |
| | | (Principal Executive Officer) |
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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.
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Name | | Title | | Date |
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/s/ Brenton L. Saunders | | Executive Chairman | | December 15, 2022 |
Brenton L. Saunders | | | | |
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/s/ Andrew Stanleick | | President, Chief Executive Officer and Director | | December 15, 2022 |
Andrew Stanleick | | (Principal Executive Officer) | | |
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/s/ Liyuan Woo | | Chief Financial Officer | | December 15, 2022 |
Liyuan Woo | | (Principal Financial and Accounting Officer) | | |
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/s/ Marla Beck | | Director | | December 15, 2022 |
Marla Beck | | | | |
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/s/ Michael D. Capellas | | Director | | December 15, 2022 |
Michael D. Capellas | | | | |
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/s/ Julius Few | | Director | | December 15, 2022 |
Julius Few | | | | |
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/s/ Desiree Gruber | | Director | | December 15, 2022 |
Desiree Gruber | | | | |
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/s/ Michelle Kerrick | | Director | | December 15, 2022 |
Michelle Kerrick | | | | |
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/s/ Brian Miller | | Director | | December 15, 2022 |
Brian Miller | | | | |
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/s/ Doug Schillinger | | Director | | December 15, 2022 |
Doug Schillinger | | | | |