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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
( | ||||||||
| (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 | ||||||||||||
The | ||||||||||||||
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.
☒ | 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: | Auditor Location: | PCAOB ID: | ||||||||||||
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 | ||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 2.1 | December 9, 2020 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 3.1 | May 10, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 3.2 | May 10, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 4.1 | September 14, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 4.2 | September 14, 2021 | |||||||||||||||||||||||||||||||||||
8-K | 001-39565 | 4.1 | October 5, 2020 | |||||||||||||||||||||||||||||||||||
| March 1, 2022 | ||||||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 10.2 | May 10, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 10.3 | May 10, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 10.1 | April 30, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 10.2 | April 30, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 10.6 | May 10, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 10.7 | May 10, 2021 | |||||||||||||||||||||||||||||||||||
| 10-K | 001-35965 | 10.7 | March 1, 2022 | |||||||||||||||||||||||||||||||||||
| EXHIBIT INDEX | ||||||||||||||||||||||||||||||||||||||
| No. | Description of Exhibit | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||||||||||||||||||||
| 10-K | 001-35965 | 10.8 | March 1, 2022 | |||||||||||||||||||||||||||||||||||
| 10-K | 001-35965 | 10.9 | March 1, 2022 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 10.8 | May 10, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 10.9 | May 10, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 10.10 | May 10, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 10.11 | May 10, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 10.12 | May 10, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 10.13 | May 10, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 10.14 | May 10, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 10.1 | September 14, 2021 | |||||||||||||||||||||||||||||||||||
| 8-K | 001-39565 | 10.1 | January 4, 2022 | |||||||||||||||||||||||||||||||||||
| 10-K | 001-39565 | 21.1 | March 1, 2022 | |||||||||||||||||||||||||||||||||||
| 10-K | 001-39565 | 23.1 | March 1, 2022 | |||||||||||||||||||||||||||||||||||
| X | ||||||||||||||||||||||||||||||||||||||
| X | ||||||||||||||||||||||||||||||||||||||
| 10-K | 001-39565 | 32.1 | March 1, 2022 | |||||||||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||||||||
_______________
* 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, 2022 | By: | /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.
| Name | Title | Date | ||||||||||||
| /s/ Brenton L. Saunders | Executive Chairman | December 15, 2022 | ||||||||||||
| Brenton L. Saunders | ||||||||||||||
| /s/ Andrew Stanleick | President, Chief Executive Officer and Director | December 15, 2022 | ||||||||||||
| Andrew Stanleick | (Principal Executive Officer) | |||||||||||||
| /s/ Liyuan Woo | Chief Financial Officer | December 15, 2022 | ||||||||||||
| Liyuan Woo | (Principal Financial and Accounting Officer) | |||||||||||||
| /s/ Marla Beck | Director | December 15, 2022 | ||||||||||||
| Marla Beck | ||||||||||||||
| /s/ Michael D. Capellas | Director | December 15, 2022 | ||||||||||||
| Michael D. Capellas | ||||||||||||||
| /s/ Julius Few | Director | December 15, 2022 | ||||||||||||
| Julius Few | ||||||||||||||
| /s/ Desiree Gruber | Director | December 15, 2022 | ||||||||||||
| Desiree Gruber | ||||||||||||||
| /s/ Michelle Kerrick | Director | December 15, 2022 | ||||||||||||
| Michelle Kerrick | ||||||||||||||
| /s/ Brian Miller | Director | December 15, 2022 | ||||||||||||
| Brian Miller | ||||||||||||||
| /s/ Doug Schillinger | Director | December 15, 2022 | ||||||||||||
| Doug Schillinger | ||||||||||||||
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Andrew Stanleick, certify that:
1.I have reviewed this annual report on Form 10-K of The Beauty Health Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | December 15, 2022 | ||||||||||
| /s/ Andrew Stanleick | |||||||||||
| Andrew Stanleick | |||||||||||
| President and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Liyuan Woo, certify that:
1.I have reviewed this annual report on Form 10-K of The Beauty Health Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | December 15, 2022 | ||||||||||
| /s/ Liyuan Woo | |||||||||||
| Liyuan Woo | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Accounting and Financial Officer) | |||||||||||