8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2024

AirSculpt Technologies, Inc.

(Exact name of Registrant as Specified in Its Charter)

(786) 709-9690

(Registrant’s Telephone Number, IncludingArea Code)

Not applicable

(Former Name or Former Address, if ChangedSince Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. x

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

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

[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:

“(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.”

(Signature page follows)

IN WITNESSWHEREOF, the parties hereto have executed this Amendment to Stockholders Agreement on the day and year first above written.