UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2026

 

or

 

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

 

For the transition period from _____ to _____

 

Commission File Number: 001-31885

 

logo01.jpg

 

APYX MEDICAL CORPORATION

 

(Exact name of registrant as specified in its charter)

 

Delaware

11-2644611

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

 

5115 Ulmerton Road, Clearwater, FL 33760

 

(Address of principal executive offices, zip code)

 

(727) 384-2323

 

(Registrant’s telephone number)

Securities Registered Pursuant to Section 12 (b) of the Act:

 

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock

APYX

Nasdaq Global Select Market

 

 

Indicate by check mark whether the registrant (1) 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes: No ☒

 

As of May 6, 2026, 41,873,951 shares of the registrant’s $0.001 par value common stock were outstanding.

 



 

 

 

APYX MEDICAL CORPORATION

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended March 31, 2026

 

   

Page

Part I.

Financial Information

2

     

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

2

 

Condensed Consolidated Balance Sheets at March 31, 2026 and December 31, 2025

2

 

Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025

3

 

Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2026 and 2025

4

 

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025

5

 

Notes to Condensed Consolidated Financial Statements

6

     

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

14

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

22

Item 4.

Controls and Procedures

22

     

Part II.

Other Information

23

     

Item 1.

Legal Proceedings

23

Item 1A.

Risk Factors

23

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

23

Item 3.

Defaults Upon Senior Securities

23

Item 4.

Mine Safety Disclosures

23

Item 5.

Other Information

23

Item 6.

Exhibits

24

 

Signatures

25

 

 

1

 

PART I.     Financial Information

 

ITEM 1. Condensed Consolidated Financial Statements

 

APYX MEDICAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

 

  

March 31, 2026

     
  

(Unaudited)

  

December 31, 2025

 

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $31,137  $31,740 

Trade accounts receivable, net of allowance of $1,014 and $1,020

  12,755   16,776 

Inventories, net of provision for obsolescence of $1,100 and $1,207

  9,536   8,602 

Prepaid expenses and other current assets

  1,367   1,353 

Total current assets

  54,795   58,471 

Property and equipment, net of accumulated depreciation and amortization of $4,344 and $4,293

  2,235   2,371 

Operating lease right-of-use assets

  4,092   4,218 

Finance lease right-of-use assets

  22   28 

Other assets

  1,881   1,752 

Total assets

 $63,025  $66,840 

LIABILITIES AND EQUITY

        

Current liabilities:

        

Accounts payable

 $2,629  $3,058 

Accrued expenses and other current liabilities

  6,377   8,214 

Current portion of operating lease liabilities

  420   407 

Current portion of finance lease liabilities

  21   21 

Total current liabilities

  9,447   11,700 

Long-term debt, net of debt discounts and issuance costs

  35,087   34,849 

Long-term operating lease liabilities

  3,926   4,051 

Long-term finance lease liabilities

  7   12 

Long-term contract liabilities

  1,131   1,050 

Other liabilities

  339   347 

Total liabilities

  49,937   52,009 

EQUITY

        

Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 issued and outstanding as of March 31, 2026 and December 31, 2025

      

Common stock, $0.001 par value; 75,000,000 shares authorized; 41,868,436 issued and outstanding as of March 31, 2026, and 41,785,946 issued and outstanding as of December 31, 2025

  42   42 

Additional paid-in capital

  104,020   103,620 

Accumulated deficit

  (91,230)  (89,122)

Total stockholders’ equity

  12,832   14,540 

Non-controlling interest

  256   291 

Total equity

  13,088   14,831 

Total liabilities and equity

 $63,025  $66,840 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

2

 

 

APYX MEDICAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

 

   

Three Months Ended

 
   

March 31,

 
   

2026

   

2025

 

Sales, net

  $ 12,490     $ 9,430  

Cost of sales

    4,565       3,765  

Gross profit

    7,925       5,665  

Other costs and expenses:

               

Research and development

    765       804  

Professional services

    1,242       1,365  

Salaries and related costs

    3,253       3,081  

Selling, general and administrative

    3,576       3,466  

Total other costs and expenses

    8,836       8,716  

Loss from operations

    (911 )     (3,051 )

Interest income

    244       304  

Interest expense

    (1,369 )     (1,376 )

Other income, net

    36        

Total other expense, net

    (1,089 )     (1,072 )

Loss before income taxes

    (2,000 )     (4,123 )

Income tax expense

    143       49  

Net loss

    (2,143 )     (4,172 )

Net loss attributable to non-controlling interest

    (35 )     (22 )

Net loss attributable to stockholders

  $ (2,108 )   $ (4,150 )
                 

Loss per share:

               

Basic and diluted

  $ (0.05 )   $ (0.10 )

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

3

 

 

APYX MEDICAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

(In thousands)

 

                   

Additional

           

Non-

         
   

Common Stock

   

Paid-In

   

Accumulated

   

controlling

   

Total

 
   

Shares

   

Par Value

   

Capital

   

Deficit

   

Interest

   

Equity

 

Balance at December 31, 2024

    37,794     $ 38     $ 92,083     $ (77,911 )   $ 125     $ 14,335  

Contributions from non-controlling interest

                            30       30  

Stock-based compensation

                451                   451  

Net loss

                      (4,150 )     (22 )     (4,172 )

Balance at March 31, 2025

    37,794     $ 38     $ 92,534     $ (82,061 )   $ 133     $ 10,644  

 

 

                   

Additional

           

Non-

         
   

Common Stock

   

Paid-In

   

Accumulated

   

controlling

         
   

Shares

   

Par Value

   

Capital

   

Deficit

   

Interest

   

Total

 

Balance at December 31, 2025

    41,786     $ 42     $ 103,620     $ (89,122 )   $ 291     $ 14,831  

Shares issued on stock options exercises for cash

    49             88                   88  

Shares issued on net settlement of stock options

    33                                

Stock-based compensation

                312                   312  

Net loss

                      (2,108 )     (35 )     (2,143 )

Balance at March 31, 2026

    41,868     $ 42     $ 104,020     $ (91,230 )   $ 256     $ 13,088  

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

4

 

 

APYX MEDICAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

   

Three Months Ended March 31,

 
   

2026

   

2025

 

Cash flows from operating activities

               

Net loss

  $ (2,143 )   $ (4,172 )

Adjustments to reconcile net loss to net cash used in operating activities:

               

Depreciation and amortization

    202       138  

Provision for inventory obsolescence

    10       28  

Stock-based compensation

    312       451  

Non-cash lease expense

    20       26  

Non-cash interest expense

    238       234  

Changes in operating assets and liabilities:

               

Trade receivables

    3,952       3,942  

Prepaid expenses and other assets

    (148 )     37  

Inventories

    (845 )     (199 )

Accounts payable

    (411 )     (331 )

Accrued expenses and other liabilities

    (1,759 )     (856 )

Net cash used in operating activities

    (572 )     (702 )

Cash flows from investing activities

               

Purchases of property and equipment

    (60 )     (55 )

Net cash used in investing activities

    (60 )     (55 )

Cash flows from financing activities

               

Proceeds from stock option exercises

    88        

Repayment of finance lease liabilities

    (5 )     (5 )

Contributions from non-controlling interest

          30  

Net cash provided by financing activities

    83       25  

Effect of exchange rates on cash

    (54 )     2  

Net change in cash and cash equivalents

    (603 )     (730 )

Cash and cash equivalents, beginning of period

    31,740       31,741  

Cash and cash equivalents, end of period

  $ 31,137     $ 31,011  

Cash paid for:

               

Interest

  $ 1,131     $ 1,145  

Income taxes

  $     $ 1  

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

5

 

APYX MEDICAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 1.     BASIS OF PRESENTATION

 

Apyx Medical Corporation (“Company”, “Apyx”, “it” and similar terms) was incorporated in 1982, under the laws of the State of Delaware and has its principal executive office at 5115 Ulmerton Road, Clearwater, FL 33760.

 

The Company is a surgical aesthetics company with a passion for elevating people’s lives through innovative products, including its Helium Plasma Platform Technology products marketed and sold as Renuvion® and the AYON Body Contouring SystemTM in the cosmetic surgery market and J-Plasma® in the hospital surgical market. Renuvion and J-Plasma offer surgeons a unique ability to provide controlled heat to tissue to achieve their desired results. The AYON Body Contouring SystemTM is an FDA-cleared, surgeon-designed body contouring system that combines precision, versatility, and innovation in an all-in-one platform. It seamlessly integrates fat removal, closed loop contouring, and Renuvion’s tissue contraction and electrosurgical capabilities, empowering surgeons to deliver comprehensive body contouring treatments for patients. The Company also leverages its deep expertise and decades of experience in unique waveforms through OEM agreements with other medical device manufacturers.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, please refer to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended  December 31, 2025. In the opinion of management these condensed consolidated financial statements reflect all adjustments that are necessary for a fair presentation of results of consolidated operations and financial condition for the interim periods shown, including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year.

 

Reclassifications

 

The Company has reclassified certain amounts presented in the prior period to conform to the current period presentation. These reclassifications had no impact on previously reported net loss, accumulated deficit or cash flows for the periods presented.  

 

Liquidity

 

The Company has incurred recurring net losses and cash outflows from operations and anticipates that losses will continue, at least, in the near term. The Company plans to continue to fund its operations and capital funding needs through existing cash, sales of its products and, if necessary, additional equity and/or debt financing. However, the Company cannot be certain that additional financing will be available when needed or that, if available, financing will be obtained on acceptable terms. The sale of additional equity would result in dilution to its stockholders. Incurring additional debt financing would result in further debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that would restrict operations. If the Company is unable to raise additional capital in sufficient amounts or on acceptable terms, it may be necessary to delay, limit, reduce, or terminate sales, marketing and product development. Any of these actions could harm the business, results of operations and prospects.

 

Recent Business Developments

 

On October 13, 2025, the Company announced it had submitted the 510(k) premarket notification to the U.S. Food and Drug Administration (the “FDA”) for the label expansion of the AYON Body Contouring System™ (“AYON”) to include power liposuction. The Company anticipates receiving clearance in the second quarter of 2026.

 

 

6
 
APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 
 

NOTE 2.     RECENT ACCOUNTING PRONOUNCEMENTS

 

In  November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity's expenses to help investors (a) better understand the entity's performance, (b) better assess the entity's prospects for future cash flows, and (c) compare an entity's performance over time and with that of other entities. The amendments in this ASU are effective for fiscal years beginning after  December 15, 2026 and interim periods within fiscal years beginning after  December 15, 2027. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements.

 

No other new accounting pronouncement issued or effective during the fiscal year are expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures.

 

NOTE 3.     INVENTORIES

 

Inventories consisted of the following:

 

  

March 31,

  

December 31,

 

(In thousands)

 

2026

  

2025

 

Raw materials

 $4,967  $4,885 

Work in process

  2,316   2,195 

Finished goods

  3,353   2,729 

Gross inventories

  10,636   9,809 

Less: provision for obsolescence

  (1,100)  (1,207)

Inventories, net

 $9,536  $8,602 
  
 

NOTE 4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other current liabilities consisted of the following:

 

  

March 31,

  

December 31,

 

(in thousands)

 

2026

  

2025

 

Accrued payroll

 $1,217  $633 

Accrued bonuses

     1,749 

Accrued commissions

  607   958 

Accrued product warranties

  441   434 

Accrued product liability claim insurance deductibles

  2,174   2,263 

Accrued professional fees

  290   320 

Short-term contract liabilities

  714   643 

Other accrued expenses and current liabilities

  934   1,214 

Total accrued expenses and other current liabilities

 $6,377  $8,214 

 

7

APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 
 

NOTE 5.     DEBT

 

The Company’s outstanding debt with Perceptive Credit Holdings IV, LP (“Perceptive”) (as initial lender and administrative agent) (“Perceptive Credit Agreement”) at  March 31, 2026 and December 31, 2025 bears interest at a floating rate based on one-month SOFR, subject to a floor of 5.0%, plus 7.0% (12.0% at March 31, 2026). Included in interest expense for the three months ended March 31, 2026 are $65,000 of amortization of debt issuance costs and $173,000 of amortization of debt discounts. Included in interest expense for the three months ended March 31, 2025 are $65,000 of amortization of debt issuance costs and $169,000 of amortization of debt discounts.

 

On November 7, 2024, the Company entered into an amendment to the Perceptive Credit Agreement. The amendment reduced the financial covenant trailing twelve-month revenue targets relating to its Surgical Aesthetics segment, formerly known as Advanced Energy (tested quarterly), with amended year-end targets of $52.4 million and $60.3 million for 2026 and 2027, respectively. The amendment also introduced a maximum operating expense financial covenant, with a full year target of $45.0 million for 2026. The Perceptive Credit Agreement, as amended, contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its subsidiaries, among other things, to incur debt, grant liens, make distributions, enter certain restrictive agreements, pay or modify subordinated debt, dispose of assets, make investments and acquisitions, enter into certain transactions with affiliates, and undergo certain fundamental changes, in each case, subject to limitations and exceptions set forth in the Perceptive Credit Agreement. Additionally, the Company must maintain a balance of $3.0 million in cash and cash equivalents during the term of the Perceptive Credit Agreement. As of March 31, 2026, the Company was in compliance with the financial covenants contained within the Perceptive Credit Agreement, as amended. The Company’s continued compliance with covenants is subject to meeting or exceeding forecasted Surgical Aesthetics revenues, as amended, and controlling operating expenses. 

 

In connection with the amendment to the Perceptive Credit Agreement, the Company issued Perceptive 150,000 shares of its common stock. 

 

In connection with the Company’s initial loan under the Perceptive Credit Agreement, the Company issued Perceptive warrants to purchase up to 1,250,000 shares of its common stock, with an exercise price of $2.43 per share.

 

The Company’s term loan under the Perceptive Credit Agreement, net consists of the following:

 

  

March 31,

  

December 31,

 

(In thousands)

 

2026

  

2025

 

Term loan

 $37,500  $37,500 

Unamortized debt issuance costs

  (652)  (717)

Unamortized debt discount

  (1,761)  (1,934)

Term loan, net

 $35,087  $34,849 

 

As of March 31, 2026, principal repayments on the debt are as follows:

 

(In thousands)

    

2026

 $ 

2027

  2,216 

2028

  35,284 

Total repayments

 $37,500 

 

 

NOTE 6.     CHINA JOINT VENTURE

 

In 2019, the Company executed a joint venture agreement with its Chinese supplier (the “China JV”) whereby the Company has a 51% ownership interest. The agreement required the Company to make capital contributions of approximately $357,000 into the newly formed entity, which were made in prior years. In June 2023, the Company executed an amendment to the joint venture agreement to increase the amount of its registered capital. The amendment requires the Company to make additional capital contributions to the China JV of $408,000, of which $214,000 has been made as of March 31, 2026. During May 2025, the China JV executed a distribution agreement with a Chinese distributor and commenced operations during the second quarter of 2025. 

 

During 2024, the Company determined that the contributions made to the China JV to date are not sufficient for the China JV to fund expected losses without additional subordinated financial support. Accordingly, the Company has determined that the China JV is a variable interest entity (“VIE”). The Company has determined that because it has the sole right to direct the activities of the China JV that most significantly impact its economic performance, and as the majority owner, has the obligation to absorb losses of the VIE and the right to receive benefits from the VIE that are significant to the China JV, that the Company is the primary beneficiary of the VIE. Accordingly, the China JV has been consolidated in these consolidated financial statements.

 

8

APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 

The China JV is organized as a limited liability company under the laws of the People’s Republic of China, accordingly the Company’s exposure to losses in the China JV is limited to the Company’s registered capital in the Company, which is equal to the sum of the required capital contributions above. As the China JV is not currently sufficiently capitalized, the assets of the China JV are not available to settle obligations of the Company.

 

The following table summarizes the assets and liabilities of the China JV, a consolidated variable interest entity, included in the Company’s consolidated balance sheets at March 31, 2026 and December 31, 2025, respectively:

 

  

March 31,

  

December 31,

 
  

2026

  

2025

 

(In thousands)

        

Cash and cash equivalents

 $275  $383 

Trade accounts receivable

     213 

Inventories

  104   31 

Prepaid expenses and other current assets

  46   12 

Property and equipment, net

  219   225 
         

Accounts payable

     186 

Accrued expenses and other current liabilities

  56   63 

 

Changes in the Company’s ownership investment in the China JV were as follows:

 

  

Three Months Ended

 
  

March 31,

 

(In thousands)

 

2026

  

2025

 

Beginning interest in China JV

 $303  $130 

Contributions

     31 

Net loss attributable to Apyx

  (37)  (23)

Ending interest in China JV

 $266  $138 

  

 

NOTE 7.     EARNINGS (LOSS) PER SHARE

 

Basic earnings (loss) per share (“basic EPS”) is computed by dividing the net income or loss by the weighted average number of common shares outstanding for the reporting period. Diluted earnings (loss) per share (“diluted EPS”) gives effect to all dilutive potential shares outstanding. As the Company is in a net loss position for all periods presented, all potential shares outstanding are anti-dilutive. The following table provides the computation of basic and diluted loss per share.

 

  

Three Months Ended

 
  

March 31,

 

(in thousands, except per share data)

 

2026

  

2025

 

Numerator:

        

Net loss attributable to stockholders

 $(2,108) $(4,150)
         

Denominator:

        

Weighted average shares outstanding - basic and diluted

  43,742   40,729 
         

Loss per share:

        

Basic and diluted

 $(0.05) $(0.10)
         

Anti-dilutive instruments excluded from diluted loss per common share:

        

Options

  7,405   7,947 

Warrants

  1,500   1,500 

 

During November 2024, the Company sold pre-funded warrants to purchase 2,934,690 shares of its Common Stock, of which 1,923,623 remain outstanding and unexercised. Unexercised pre-funded warrants are included in weighted average shares outstanding in the calculation of basic and diluted loss per share.

 

9

APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 
 

NOTE 8.     STOCK-BASED COMPENSATION

 

Under the Company’s stock option plans, the Board of Directors may grant restricted stock and options to purchase common shares to the Company’s employees, officers, directors and consultants. The Company accounts for stock options in accordance with FASB ASC Topic 718, Compensation - Stock Compensation, with stock-based compensation expense recognized over the vesting period based on the fair value on the grant date utilizing the Black-Scholes model, which includes a number of estimates that affect the grant date fair value and the amount of expense to recognize.

 

The Company recognized approximately $312,000 in stock-based compensation expense during the three months ended March 31, 2026, as compared with $451,000 for the three months ended March 31, 2025.

 

Stock option activity is summarized as follows:

      

Weighted average

 
  

Number of options

  

exercise price

 

Outstanding at December 31, 2025

  7,579,377  $4.54 

Granted

    $- 

Exercised

  (119,081) $1.91 

Canceled and forfeited

  (55,000) $1.86 

Outstanding at March 31, 2026

  7,405,296  $4.60 

 

The Company allows stock option holders to exercise stock-based awards by surrendering stock-based awards with an intrinsic value equal to the cumulative exercise price of the stock-based awards being exercised, referred to as net settlements. These surrenders are included in stock options exercised in the options rollforward above. For the three months ended March 31, 2026, the Company received 36,591 options as payment in the exercise of 33,490 options. There were no such exercises for the three months ended March 31, 2025

 

 

NOTE 9.     INCOME TAXES

 

Income tax expense was approximately $143,000 and $49,000 with effective tax rates of (7.2)% and (1.2)% for the three months ended March 31, 2026 and 2025, respectively. For the three months ended  March 31, 2026 and 2025, the effective rate differs from the statutory rate primarily due to the full valuation allowance recorded on the net operating loss (“NOL”) and net deferred tax assets generated during the period. 

   

10

APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 
 

NOTE 10.     COMMITMENTS AND CONTINGENCIES

 

Litigation

 

The medical device industry is characterized by frequent claims and litigation, and the Company may become subject to various claims, lawsuits and proceedings in the ordinary course of our business. Such claims may include claims by current or former employees, distributors and competitors, claims concerning the marketing and promotion of the Company’s products and product liability claims.

 

The Company is involved in a number of legal actions relating to the use of its Helium Plasma Platform Technology, which actions are being defended by the Company’s insurance carrier-appointed counsel. The outcomes of these legal actions are not within the Company’s control and may not be known for prolonged periods of time. Management has not yet received from carrier-appointed defense counsel the estimates of the net potential range of losses in all of these cases, as would be required to confirm whether all of the claims in total are adequately covered by the varying levels of aggregate insurance coverage available for each relevant insurance policy period. Notwithstanding the foregoing, in the opinion of management, the Company has meritorious defenses, and such claims are not expected, individually or in the aggregate, to result in a material, adverse effect on its financial condition, results of operations and cash flows. However, in the event that damages exceed the aggregate coverage limits of the Company’s policies or if its insurance carriers disclaim coverage, management believes it is possible that costs associated with these claims could have a material adverse impact on the consolidated financial condition, results of operations and cash flows.

 

The Company accrues a liability in its condensed consolidated financial statements for these actions when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is recorded. If a loss is reasonably possible, but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed in the notes to the consolidated financial statements. In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded, actual results may differ from these estimates.

 

During 2022, the Company was notified of certain procedures alleged to have been performed by the same physician and which are currently the subject of two related products liability cases within the courts. During 2023, the Company was notified by its insurance carriers that all or most of the ten individual plaintiff’s allegations could be subject to separate deductibles notwithstanding the commonality of each underlying occurrence. During March 2024, two of the plaintiffs' claims were dismissed by the courts. Additionally, during 2024, the Company determined that one of the procedures was performed by a different physician. The Company has determined that a loss, comprised of estimated costs to defend the Company against the lawsuits, is probable and that the range of estimated losses is approximately $1,950,000. The Company recorded an estimated loss of $1,450,000 related to these matters during 2022, $200,000 related to these matters during 2024 and $300,000 related to these matters during 2025. 

 

During March 2024, the Company was named as a defendant in a number of product liability lawsuits filed under the direction of a single plaintiff’s tort firm alleging off-label use of Renuvion products and the Company’s mismarketing of the same. The suits are venued predominantly in Florida and nearly all involve procedures conducted prior to 2023, which was before the Company received FDA 510k clearance for the use of Renuvion in the types of procedures at issue. The Company denies liability and intends to vigorously defend these suits and believes that it has applicable substantive and procedural defenses. The Company has determined that a loss, comprised of estimated costs to defend the Company against the lawsuits, is probable and currently estimates the range of losses in connection with these matters to be between $1,625,000 and $1,825,000. The Company recorded an estimated loss of $1,300,000 related to these matters during 2023 and $325,000 related to these matters during 2025. The Company has also determined that there is a reasonable possibility that there will be an additional loss related to these matters, but the Company is unable to provide an estimate of the range of such additional loss at this time.

 

Purchase Commitments

 

At March 31, 2026, the Company had purchase commitments totaling approximately $4.2 million, substantially all of which is expected to be purchased within the next twelve months.

 

 

NOTE 11.     RELATED PARTY TRANSACTIONS

 

Certain relatives of Nikolay Shilev, Apyx Bulgaria’s Managing Director, are considered related parties. Teodora Shileva, Mr. Shilev’s spouse, is an employee of the Company working in the accounting department. Svetoslav Shilev, Mr. Shilev’s son, is a quality manager in the quality assurance department.

 

The partner in the Company’s China JV is also a supplier to the Company. For the three months ended March 31, 2026 and 2025, the Company made purchases from this supplier of approximately $613,000 and $29,000, respectively. At March 31, 2026 and December 31, 2025, respectively, the Company had net payables to this supplier of approximately $238,000 and $372,000, respectively.

 

11

APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 
 

NOTE 12.     GEOGRAPHIC AND SEGMENT INFORMATION

 

Operating segments are aggregated into reportable segments only if they exhibit similar economic characteristics. In addition to similar economic characteristics, the Company also considers the following factors in determining the reportable segments: the nature of business activities, the management structure directly accountable to its Chief Operating Decision Maker (“CODM”) for operating and administrative activities, availability of discrete financial information and information presented to the Board of Directors and investors. Charles D. Goodwin, CEO, is the Company's CODM. The CODM uses gross profit to assess segment performance and allocate resources, including employees and capital resources. The Company has included additional financial measures regularly reported to the CODM on a segment basis in the tables below along with a reconciliation between these measures and net income (loss). All other operating expenses are not regularly reported to the CODM on a segment basis. Asset information is not reviewed by the CODM by segment and is not available by segment. Accordingly, the Company has not presented a measure of assets by segment.

 

The Company’s reportable segments are disclosed as principally organized and managed as two operating segments: Surgical Aesthetics, formerly known as Advanced Energy, and OEM. “Corporate & Other” includes certain unallocated corporate and administrative costs which were not specifically attributed to any reportable segment. The Surgical Aesthetics segment is comprised primarily of sales of its Helium Plasma Technology products marketed and sold as Renuvion and the AYON Body Contouring System in the cosmetic surgery market. Renuvion and J-Plasma offer surgeons a unique ability to provide controlled heat to tissue to achieve their desired results. These sales consist of electrosurgical generators, single-use handpieces, accessories and related products sold in the cosmetic surgical market. The AYON Body Contouring System is an FDA-cleared, surgeon-designed body contouring system that combines precision, versatility, and innovation in an all-in-one platform. It seamlessly integrates fat removal, closed loop contouring, and Renuvion’s tissue contraction and electrosurgical capabilities, empowering surgeons to deliver comprehensive body contouring treatments for patients. The OEM segment is comprised primarily of sales related to the development and contract manufacturing of surgical devices, accessories and handpieces. 

 

Summarized financial information with respect to reportable segments is as follows:

 

  

Three Months Ended March 31, 2026

 

(In thousands)

 

Surgical Aesthetics

  

OEM

  

Corporate & Other

  

Total

 

Sales, net

 $10,734  $1,756  $  $12,490 

Cost of sales

  3,260   1,305      4,565 

Gross profit

  7,474   451      7,925 
                 

Commissions

  1,066         1,066 

All other expenses(i)

  4,423   8   3,339   7,770 

Income (loss) from operations

  1,985   443   (3,339)  (911)

Interest income

        244   244 

Interest expense

        (1,369)  (1,369)

Other income, net

        36   36 

Income (loss) before income taxes

  1,985   443   (4,428)  (2,000)

Income tax expense

        143   143 

Net income (loss)

  1,985   443   (4,571)  (2,143)

 

  

Three Months Ended March 31, 2025

 

(In thousands)

 

Surgical Aesthetics

  

OEM

  

Corporate & Other

  

Total

 

Sales, net

 $7,887  $1,543  $  $9,430 

Cost of sales

  2,320   1,445      3,765 

Gross profit

  5,567   98      5,665 
                 

Commissions

  839         839 

All other expenses(i)

  4,713   6   3,158   7,877 

Income (loss) from operations

  15   92   (3,158)  (3,051)

Interest income

        304   304 

Interest expense

        (1,376)  (1,376)

Income (loss) before income taxes

  15   92   (4,230)  (4,123)

Income tax expense

        49   49 

Net income (loss)

  15   92   (4,279)  (4,172)

 

(i) For the Surgical Aesthetics segment, all other expenses includes salaries and related costs, research and development, professional services, including marketing and physician consulting, and other selling, general, and administrative expenses such as travel and entertainment, advertising, trade show fees and meeting and training costs. For the OEM segment, substantially all related expenses are recorded as cost of sales, therefore no significant segment specific operating expenses are incurred. For Corporate & Other, all other expenses includes salaries and related costs, professional services, including legal, accounting and audit fees, investor relations consulting, information technology consulting, board of directors’ stock compensation expense, and general and administrative expenses, such as insurance, building lease costs, depreciation and computer software.

 

12

APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 

International sales represented approximately 35.1% and 28.5% of total revenues for the three months ended March 31, 2026 and 2025, respectively.

 

Sales by geographic region, based on the customer's “ship to” location on the invoice, are as follows:

 

  

Three Months Ended

 
  

March 31,

 

(In thousands)

 

2026

  

2025

 

Sales by Domestic and International

        

Domestic

 $8,112  $6,743 

International

  4,378   2,687 

Total

 $12,490  $9,430 

 

Tangible long-lived assets by geographic location are as follows:
 
  March 31,  December 31, 

(In thousands)

 

2026

  

2025

 

Long-lived assets by Domestic and International

        

Domestic

 $5,433  $5,614 

International

  916   1,003 

Total

 $6,349  $6,617 

 

 

 

 

 

13

 
 

APYX MEDICAL CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with our financial statements and related notes contained elsewhere in this report and with the audited consolidated financial statements and footnotes as of and for the year ended December 31, 2025 contained within our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 13, 2025. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors discussed in this report and those discussed in other documents we file with the SEC. In light of these risks, uncertainties and assumptions, readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements represent beliefs and assumptions as of the date of this report. While we may elect to update forward-looking statements and at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change. Past performance does not guarantee future results.

 

Executive Level Overview

 

We are a surgical aesthetics company with a passion for elevating people’s lives through innovative products, including our Helium Plasma Platform Technology products marketed and sold as Renuvion® and the AYON Body Contouring SystemTM in the cosmetic surgery market and J-Plasma® in the hospital surgical market. Renuvion and J-Plasma offer surgeons a unique ability to provide controlled heat to tissue to achieve their desired results. The AYON Body Contouring SystemTM is an FDA-cleared, surgeon-designed body contouring system that combines precision, versatility, and innovation in an all-in-one platform. It seamlessly integrates fat removal, closed loop contouring, and Renuvion’s tissue contraction and electrosurgical capabilities, empowering surgeons to deliver comprehensive body contouring treatments for patients. We also leverage our deep expertise and decades of experience in unique waveforms through OEM agreements with other medical device manufacturers.

 

We operate in two business segments: OEM and Surgical Aesthetics, formerly known as Advanced Energy. The OEM segment is primarily development and manufacturing contracts and product driven. The Surgical Aesthetics segment sells both capital equipment and consumables in the form of a single-use handpiece. Sales of handpiece units are a substantial portion of our business and for the three months ended March 31, 2026 and 2025, we sold approximately 26,000 and 19,000 units, respectively. In the U.S. Handpiece revenue accounts for more than 50% of our total Surgical Aesthetics revenue.

 

Glucagon- like peptide -1 receptor agonists ("GLP-1s"), such as Mounjaro®, Wegovy® and Ozempic®, are prescribed for the treatment of diabetes and/or weight loss in combination with exercise to improve glycemic control. GLP-1’s have also been found to mimic the GLP-1 satiety hormone in our bodies. When one eats, GLP-1 is released in the small intestines regulating blood sugar and sending signals to the brain centers that control appetite. Studies have shown patients taking GLP-1’s have experienced a significant loss of body weight.

 

The GLP market continues to rapidly evolve from a niche, high priced injectable drug segment to a broad competitive and increasingly accessible metabolic health platform. Recent approvals are expanding indications (beyond diabetes into obesity and cardiovascular risk) are significantly increasing the addressable market, while the emergence of oral versions is lowering barriers to adoption and bringing these therapies into more mainstream, primary care use. At the same time, growing competition and policy pressure are driving prices down, shifting the market from a premium, supply-constrained model to one focused on volume and access. Overall, we believe the landscape is moving toward large-scale, chronic use with wider patient reach, more treatment options, and intensifying competition shaping both innovation and affordability.

 

We believe the increased use of GLP-1s had an initial negative impact on revenue for plastic and cosmetic surgeons and created uncertainty in the aesthetic space. However, we believe, that the use of these drugs will have a ripple effect which will drive people towards plastic surgery and may provide a tailwind for sales of our Renuvion products. Rapid weight loss caused by these drugs can contribute to loose skin. To address this, the cosmetic surgery market focuses on body contouring. Body contouring is a customizable treatment for patients to target specific fat deposits, engage in the transfer of fat, and treatments to address loose or lax skin. Renuvion is the only FDA-approved device for the treatment of this issue post liposuction. Additionally, Renuvion may be used to treat skin laxity without the use of liposuction, potentially increasing the total available market for our products.

 

Recent Activities

 

October 13, 2025, we announced that we had submitted the 510(k) premarket notification to the FDA for the label expansion of AYON to include power liposuction. We anticipate receiving clearance in the second quarter of 2026.

 

 

 

14

APYX MEDICAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

 

Liquidity

 

We have incurred recurring net losses and cash outflows from operations and we anticipate that losses will continue in the near term. We plan to continue to fund our operations and capital funding needs through existing cash, sales of our products and, if necessary, additional equity and/or debt financing. However, we cannot be certain that additional financing will be available when needed or that, if available, financing will be obtained on terms acceptable to us. The sale of additional equity would result in dilution to our stockholders. Incurring additional debt financing would result in further debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. If we are unable to raise additional capital in sufficient amounts or on acceptable terms, it may be necessary to delay, limit, reduce, or terminate our sales, marketing and product development. Any of these actions could harm our business, prospects and results of operations.

 

Inflation

 

The consequences of global supply chain instability, inflationary cost increases, potential and actual tariffs, and their adverse impact to the global economy, continue to evolve. Accordingly, the significance of the future impact to our business and financial statements remains subject to significant uncertainty. We continue to work on initiatives to mitigate the effects of inflation, including finding alternative suppliers that meet our quality standards, streamlining our supplier network to reduce the use of middlemen and redesigning some components to achieve better volume purchase prices. Inflation has not, to date, materially impacted our operations or financial performance. However, as these trends continue for raw materials, freight, and labor costs, our future financial performance could be adversely impacted.

 

In regard to our operating segments, results are aggregated into reportable segments only if they exhibit similar economic characteristics. In addition to similar economic characteristics, we also consider the following factors in determining the reportable segments: the nature of business activities, the management structure directly accountable to our chief operating decision maker for operating and administrative activities, availability of discrete financial information, and information presented to the Board of Directors and investors. Asset information is not reviewed by the CODM by segment and is not available by segment and, accordingly, we have not presented a measure of assets by reportable segment.

 

Our reportable segments are disclosed as principally organized and managed as two operating segments: Surgical Aesthetics and OEM. “Corporate & Other” includes certain unallocated corporate and administrative costs which are not specifically attributed to any reportable segment. The OEM segment is primarily development and manufacturing contract and product driven. All related expenses are recorded as cost of sales and therefore no segment specific operating expenses are incurred.

 

We strongly encourage investors to visit our website: www.apyxmedical.com to view the most current news and to review our filings with the Securities and Exchange Commission.

 

15

APYX MEDICAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

 

Results of Operations

 

Sales

 

   

Three Months Ended

         
   

March 31,

         

(In thousands)

 

2026

   

2025

   

Change

 

Sales by Reportable Segment

                       

Surgical Aesthetics

  $ 10,734     $ 7,887       36.1 %

OEM

    1,756       1,543       13.8 %

Total

  $ 12,490     $ 9,430       32.4 %
                         

Sales by Domestic and International

                       

Domestic

  $ 8,112     $ 6,743       20.3 %

International

    4,378       2,687       62.9 %

Total

  $ 12,490     $ 9,430       32.4 %

 

Total revenue increased by 32.4%, or approximately $3.1 million, for the three months ended March 31, 2026 when compared with the three months ended March 31, 2025. Surgical Aesthetics segment sales increased 36.1%, or approximately $2.8 million, for the three months ended March 31, 2026 when compared with the three months ended March 31, 2025. The Surgical Aesthetics sales increase was driven by sales of AYON, as we commenced our commercial launch in the third quarter of 2025, increased sales of generators internationally and increased volume of single-use handpieces in both domestic and international markets. These increases were partially offset by decreases in domestic sales of generators, including upgrades to the Apyx One Console, where the purchase of AYON was not part of the sale, as expected, and upgrades to the Apyx One Console in international markets. OEM segment sales increased 13.8%, or approximately $0.2 million, for the three months ended March 31, 2026 when compared with the three months ended March 31, 2025. The increase in OEM sales was due to increases in sales volume to existing customers. While OEM segment sales increased for the three month period, with the increased focus on Surgical Aesthetics, we expect that OEM segment revenue will decrease for the year and that this trend will continue over time.

 

International sales represented approximately 35.1% of total revenues for the three months ended March 31, 2026 as compared with 28.5% of total revenues for the same period in the prior year. Management estimates our products have been sold in more than 60 countries through local dealers, coordinated by our sales and marketing personnel through our facilities in Clearwater, Florida and Sofia, Bulgaria.

 

Gross Profit

 

   

Three Months Ended

         
   

March 31,

         

(In thousands)

 

2026

   

2025

   

Change

 

Cost of sales

  $ 4,565     $ 3,765       21.2 %

Percentage of sales

    36.5 %     39.9 %        

Gross profit

  $ 7,925     $ 5,665       39.9 %

Percentage of sales

    63.5 %     60.1 %        

 

Gross profit for the three months ended March 31, 2026, increased 39.9% to $7.9 million, compared to $5.7 million for the same period in the prior year. Gross margin for the three months ended March 31, 2026, was 63.5%, compared to 60.1% for the same period in 2025. The increase in gross margin for the three months ended March 31, 2026 from the prior year period is primarily attributable to mix between our segments with Surgical Aesthetics comprising a higher percentage of total sales and product mix within our OEM segment. This was partially offset by geographic mix, with international sales comprising a higher percentage of total sales and tariffs that began effecting us in the second half of 2025. 

 

16

APYX MEDICAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

 

Other Costs and Expenses

 

Research and development

 

   

Three Months Ended

         
   

March 31,

         

(In thousands)

 

2026

   

2025

   

Change

 

Research and development expense

  $ 765     $ 804       (4.9 )%

Percentage of sales

    6.1 %     8.5 %        

 

Research and development expenses decreased 4.9% for the three months ended March 31, 2026. There were no significant changes from the prior period in the components of research and development expense.

 

Professional services

 

   

Three Months Ended

         
   

March 31,

         

(In thousands)

 

2026

   

2025

   

Change

 

Professional services expense

  $ 1,242     $ 1,365       (9.0 )%

Percentage of sales

    9.9 %     14.5 %        

 

Professional services expense decreased 9.0% for the three months ended March 31, 2026, primarily due to a decrease in physician and marketing consulting expenses ($0.1 million) and legal expense ($0.1 million). These decreases were partially offset by an increase in recruiting expense ($0.1 million). 

 

Salaries and related costs

 

   

Three Months Ended

         
   

March 31,

         

(In thousands)

 

2026

   

2025

   

Change

 

Salaries and related expenses

  $ 3,253     $ 3,081       5.6 %

Percentage of sales

    26.0 %     32.7 %        

 

During the three months ended March 31, 2026, salaries and related expenses increased 5.6%, primarily due to an increase in salaries and benefits to existing employees ($0.3 million). This was partially offset by a decrease in stock-based compensation expense as we have not granted any options in 2026.

 

17

APYX MEDICAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

 

Selling, general and administrative expenses

 

   

Three Months Ended

         
   

March 31,

         

(In thousands)

 

2026

   

2025

   

Change

 

SG&A expense

  $ 3,576     $ 3,466       3.2 %

Percentage of sales

    28.6 %     36.8 %        

 

During the three months ended March 31, 2026, selling, general and administrative expense increased 3.2%, primarily due to an increase in commissions ($0.2 million), travel expenses ($0.1 million) and miscellaneous other expenses ($0.2 million). These increases were partially offset by a decrease in advertising expense ($0.4 million).

 

Interest Income (Expense)

 

   

Three Months Ended

 
   

March 31,

 

(In thousands)

 

2026

   

2025

 

Interest income

  $ 244     $ 304  

Percentage of sales

    2.0 %     3.2 %

Interest expense

  $ (1,369 )   $ (1,376 )

Percentage of sales

    (11.0 )%     (14.6 )%

 

Interest income decreased approximately $0.1 million for the three months ended March 31, 2026 when compared with the same period in the prior year. This decreases are due to a lower average yield in our cash equivalents in money market funds and U.S. Treasury securities.

 

Interest expense was largely unchanged at approximately $1.4 million for the three months ended March 31, 2026 and 2025.

 

Income Taxes

 

   

Three Months Ended

 
   

March 31,

 

(In thousands)

 

2026

   

2025

 

Income tax expense

  $ 143     $ 49  

Effective tax rate

    (7.2 )%     (1.2 )%

 

Income tax expense was approximately $143,000 and $49,000 with effective tax rates of (7.2)% and (1.2)% for the three months ended March 31, 2026 and 2025, respectively. For the three and three months ended March 31, 2026 and 2025, the effective rate differs from the statutory rate primarily due to the full valuation allowance recorded on the net operating loss (“NOL”) and net deferred tax assets generated during the period. 

 

18

APYX MEDICAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

 

Liquidity and Capital Resources

 

At March 31, 2026, we had approximately $31.1 million in cash and cash equivalents as compared to approximately $31.7 million in cash and cash equivalents at December 31, 2025. Our working capital at March 31, 2026 was approximately $45.3 million compared with $46.8 million at December 31, 2025.

 

For the three months ended March 31, 2026, net cash used in operating activities was approximately $0.6 million, compared with net cash used in operating activities of approximately $0.7 million in the three months ended March 31, 2025. The decrease in cash used in operations is primarily due to the reduction in our operating loss, which was driven by an increase in Surgical Aesthetics sales. This was partially offset by the payment of 2025 bonuses in the first quarter of 2026 and cash used to procure inventory for our expanded product portfolio.  

 

Net cash used in investing activities for each of the three months ended March 31, 2026 and 2025, was $0.1 million, related to investments in property and equipment. 

 

Net cash provided by financing activities for the three months ended March 31, 2026 was $0.1 million and was primarily related to proceeds on the exercise of stock options.

 

We have incurred recurring net losses and cash outflows from operations and we anticipate that losses will continue in the near term. We plan to continue to fund our operations and capital funding needs through existing cash, sales of our products and if necessary additional equity and/or debt financing. However, we cannot be certain that additional financing will be available when needed or that, if available, financing will be obtained on terms acceptable to us. The sale of additional equity would result in dilution to our stockholders. Incurring additional debt financing would result in further debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. If we are unable to raise additional capital in sufficient amounts or on acceptable terms, it may be necessary to delay, limit, reduce, or terminate our sales, marketing and product development. Any of these actions could harm our business, results of operations and prospects.

 

On November 7, 2024, we entered into an amendment to the Perceptive Credit Agreement. The amendment reduced the financial covenant trailing twelve-month revenue targets relating to its Surgical Aesthetics segment (tested quarterly), with amended year-end targets of $52.4 million and $60.3 million for 2026 and 2027, respectively. The amendment also introduced a maximum operating expense financial covenant, with a full year target of $45.0 million for 2026. The Perceptive Credit Agreement, as amended, continues to contain customary affirmative and negative covenants, including covenants limiting the ability of us and our subsidiaries, among other things, to incur debt, grant liens, make distributions, enter certain restrictive agreements, pay or modify subordinated debt, dispose of assets, make investments and acquisitions, enter into certain transactions with affiliates, and undergo certain fundamental changes, in each case, subject to limitations and exceptions set forth in the Perceptive Credit Agreement. Additionally, we must maintain a balance of $3.0 million in cash and cash equivalents during the term of the Perceptive Credit Agreement. As of March 31, 2026, we were in compliance with the financial covenants contained within the Perceptive Credit Agreement, as amended. Our continued compliance with covenants is subject to meeting or exceeding forecasted Surgical Aesthetics revenues, as amended and controlling operating expenses. 

 

19

APYX MEDICAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

 

For a more in-depth description of the terms of the Perceptive Credit Agreement, as amended, see Note 10 in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 5 of Notes to Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q. 

 

On December 1, 2025, we filed a shelf registration statement providing us the ability to register and sell our securities in the aggregate amount up to $100 million. This shelf registration statement replaced our previous shelf registration statement that expired during December 2025.

 

At March 31, 2026, we had purchase commitments totaling approximately $4.2 million, substantially all of which is expected to be purchased within the next twelve months.

 

Critical Accounting Estimates

 

In preparing the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), we have adopted various accounting policies. Our most significant accounting policies are disclosed in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 10, 2026.

 

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Our estimates and assumptions, including those related to inventories, intangible assets, property, plant and equipment, legal proceedings, research and development, warranty obligations, product liability, sales returns and discounts, stock-based compensation and income taxes are updated as appropriate, which in most cases is at least quarterly. We base our estimates on historical experience, or various assumptions that are believed to be reasonable under the circumstances and the results form the basis for making judgments about the reported values of assets, liabilities, revenues and expenses. Actual results may materially differ from these estimates.

 

Estimates are considered to be critical if they meet both of the following criteria: (1) the estimate requires assumptions about material matters that are uncertain at the time the accounting estimates are made and (2) other materially different estimates could have been reasonably made or material changes in the estimates are reasonably likely to occur from period to period. Our critical accounting estimates include the following:

 

Accounts Receivable Allowance

 

We maintain a reserve for uncollectible accounts receivable. When evaluating the adequacy of the allowance for credit losses, we analyze historical bad debt experience, the composition of outstanding receivables by customer class, and the age of outstanding balances, and we make estimates in connection with establishing the allowance for credit losses, including the expected impacts of changes in the operating environment in multiple countries as well as the credit terms being offered to customers, to determine where adjustments to historical experience are warranted. The economic uncertainty in the capital equipment market being experienced in the aesthetic space as a result of the disruption from GLP-1's has resulted in the granting of extended credit terms. Accordingly, we believe that there is additional exposure in our outstanding receivables and have adjusted our accounts receivable allowance for this expectation. Changes in estimates are reflected in the period they are made. If the financial condition of our customers deteriorates, resulting in an inability to make payments, additional allowances may be required.

 

Litigation Contingencies

 

In accordance with authoritative guidance, we record a liability in our consolidated financial statements for these actions when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible, but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed in the notes to the consolidated financial statements. In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded. We discuss significant judgements with counsel, which include determining the legitimacy of asserted and unasserted claims, the probability that a loss has been incurred, the estimates of the net potential range of losses associated with these claims, the timing of the losses associated with these claims and historical experience with these claims. Additionally, the deductibles on our insurance policies that cover these claims have increased in recent periods, creating additional exposure and losses in excess of historical experience. It is at least reasonably possible that a change in the actual amount of loss will occur in the near term.

  

20

APYX MEDICAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements at this time.

 

Recent Accounting Pronouncements

 

See Note 2 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

 

 
21

APYX MEDICAL CORPORATION

 

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable.

 

ITEM 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

Our management has established and maintains disclosure controls and procedures that are designed to ensure that the information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2026, the Company’s disclosure controls and procedures were effective.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by the Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

22

APYX MEDICAL CORPORATION
 

PART II.     Other Information

 

ITEM 1. Legal Proceedings

 

See Note 10 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

 

ITEM 1A. Risk Factors

 

There have been no material changes to the risk factors described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

ITEM 3. Defaults Upon Senior Securities

 

None.

 

ITEM 4. Mine Safety Disclosures

 

Not Applicable.

 

ITEM 5. Other Information

 

None.

 

23

APYX MEDICAL CORPORATION
 

ITEM 6. Exhibits

 

3.1

Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s report on Form 10-K/A filed on March 31, 2011)

3.2

By laws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s report on Form 10-K/A filed on March 31, 2011)

3.3

Certificate of Amendment of the Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.5 to the Registrant’s Quarterly Report on Form 10-Q filed on November 3, 2017)

3.4

Certificate of Elimination (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 3, 2018)

3.5

Certificate of Amendment of the Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 28, 2018)

3.6 Certificate of Amendment to the Certificate of Incorporation of Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on December 12, 2025)

31.1*

Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2*

Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32.1*

Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002

32.2*

Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002

101.INS**

Inline XBRL Instance Document

101.SCH**

Inline XBRL Taxonomy Extension Schema Document

101.CAL**

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

Inline XBRL Taxonomy Extension Label Presentation Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

* Filed herewith.

 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections.

 

24

APYX MEDICAL CORPORATION

 

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.

 

 

Apyx Medical Corporation

 
       

Date: May 7, 2026

By:

/s/ Charles D. Goodwin II

 
   

Charles D. Goodwin II

 
   

President, Chief Executive Officer and Director

 
   

(Principal Executive Officer)

 
       

Date: May 7, 2026

By:

/s/ Matthew Hill

 
   

Matthew Hill

 
   

Chief Financial Officer,

 
   

Treasurer and Secretary

 
   

(Principal Financial Officer)

 

 

25
25