UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
In connection with the initial public offering of AirSculpt Technologies, Inc. (the “Company”), the Company entered into that certain Stockholders Agreement, dated November 2, 2021 (the “Stockholders Agreement”), by and between the Company, VSCP EBS Aggregator, LP (“VSCP”), Dr. Aaron Rollins, and JCBI II LLC.
The Stockholders Agreement grants to each of VSCP and Dr. Rollins, respectively, the right to designate a certain number of director nominees for election to the Company’s board of directors (the “Board”) at any meeting of the Company’s stockholders, subject to certain ownership thresholds (the “Board Composition Rights”). Pursuant to the Stockholders Agreement, the Company is required to nominate and recommend each such director nominee to be elected as a director of the Company, and to solicit proxies or consents in favor thereof.
Recently, in an opinion captioned West Palm Beach Firefighters’ Pension Fund v. Moelis & Company (“Moelis”), the Court of Chancery of the State of Delaware declared invalid certain rights that are similar to the Board Composition Rights. On July 30, 2024, the Company, VSCP and Dr. Rollins entered into that certain Amendment to Stockholders Agreement of AirSculpt Technologies, Inc., dated July 30, 2024 (the “Amendment”). The Amendment is effective immediately and provides that the Board and any committee thereof shall have no obligation to recommend a director nominee pursuant to the Board Composition Rights if the Board or such committee, in exercising its fiduciary duties to the Company and its stockholders, does not believe that such nominee should be elected to the Board.
A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to Stockholders Agreement of AirSculpt Technologies, Inc., dated July 30, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
Dated: August 2, 2024
| AirSculpt Technologies, Inc. | ||
| By: | /s/ Dennis Dean | |
| Name: Dennis Dean | ||
| Title: Chief Financial Officer | ||
[Signature Page to the Form 8-K]
Exhibit 10.1
AMENDMENT TO STOCKHOLDERS AGREEMENT
OF AIRSCULPT TECHNOLOGIES, INC.
This AMENDMENT (this “Amendment”) is made this 30th day of July, 2024 to the STOCKHOLDERS AGREEMENT, dated November 2, 2021 (the “Agreement”), among AirSculpt Technologies, Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages thereto (the “Holders”). Capitalized terms used but not defined in this Amendment have the meanings given them in the Agreement.
RECITALS
WHEREAS, the Company and the Holders desire to amend the Agreement to add fiduciary language to Section 2.1(a)(vi) of the Agreement.
WHEREAS, the Agreement provides that it can be amended by the Company, the Holders holding a majority of the shares of Common Stock then held by the Holders in the aggregate, the VSCP Investor and Rollins; and
WHEREAS, the undersigned constitute the Holders holding a majority of the shares of Common Stock then held by the Holders in the aggregate, the VSCP Investor and Rollins.
NOW, THEREFORE, the Agreement is amended as follows:
| 1. | Amendment to the Agreement. The Agreement is hereby amended by replacing Section 2.1(a)(vi) in its entirety with the following: |
“(vi) The Company shall take all Necessary Action to include in the slate of nominees recommended by the Board or any duly-authorized committee thereof for election at any meeting of stockholders called for the purpose of electing directors the persons designated pursuant to this Section 2.1 and to nominate and recommend each such individual to be elected as a Director as provided herein, and to solicit proxies or consents in favor thereof; provided, however, neither the Board nor any committee thereof shall have any obligation to recommend a nominee designated by a Principal Investor if the Board or such committee, in exercising their fiduciary duties to the Company and its stockholders, does not believe that such designee should be elected to the Board. The Company is entitled, solely for the purposes set forth in this Section 2.1(a)(vi), to identify such individual as a VSCP Designee or a Rollins Designee pursuant to this Agreement.”
| 2. | No Further Amendments. Except to the extent amended hereby, the Agreement remains unmodified and in full force and effect. |
| 3. | Governing Law. This Amendment is governed by the laws of the State of Delaware, without regard to conflict of laws principles. |
| 4. | Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
(Signature page follows)
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Stockholders Agreement on the day and year first above written.
| AIRSCULPT TECHNOLOGIES, INC. | ||
| By: | /s/ Dennis Dean | |
| Name: | Dennis Dean | |
| Title: | Chief Financial Officer | |
| VSCP EBS AGGREGATOR, L.P. | ||
| By: Vesey Street Capital Partners Healthcare GP, L.P., its General Partner | ||
| By: Vesey Street Capital Partners Healthcare UGP, LLC, its General Partner | ||
| By: | /s/ Adam Feinstein | |
| Name: | Adam Feinstein | |
| Title: | Authorized Signatory | |
| /s/ Aaron Rollins | ||
| Name: Aaron Rollins, M.D. | ||