airs-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2026

☐ 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: 001-40973

AirSculpt Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware						87-1471855
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


1111 Lincoln Road, Suite 802
Miami Beach, FL						33139
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (786) 709-9690

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, par value $0.001 per share

AIRS

The Nasdaq Global Market

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 x No o

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 x No o

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. x

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

The registrant had 72,095,209 shares of common stock outstanding as of August 7, 2026.

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TABLE OF CONTENTS


		Page
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements	2





	Condensed Consolidated Balance Sheets as of June 30 , 2026 (Unaudited) and December 31, 2025	2
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30 , 2026 and 2025 (Unaudited)	3
	Condensed Consolidated Statements of Other Comprehensive Loss for the Three and Six Months Ended June 30, 202 6 and 2025 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and Six Months Ended June 30 , 2026 and 2025 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 2026 and 2025 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29

Signatures		30

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements in the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other sections of this Quarterly Report that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. You are cautioned that there are important risks and uncertainties, many of which are beyond our control, that could cause our actual results, level of activity, performance or achievements to differ materially from the projected results, level of activity, performance or achievements that are expressed or implied by such forward-looking statements, including those factors discussed in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. We qualify all of our forward-looking statements by these cautionary statements.

Our future results could be affected by a variety of other factors, including, but not limited to, inability to sell equity or other securities in the future at a time when we might otherwise wish to effect sales; inability to raise capital on commercially reasonable terms, if at all; the risk that any future financings may dilute our stockholders or restrict our business; failure to stabilize and grow same-center performance; not being able to optimize our marketing investment, go-to-market strategy and sales process; not having the ability to expand our financing options for consumers; being unsuccessful in further product innovations; failure to operate centers in a cost-effective manner; increased operating expenses due to rising inflation; increased competition in the weight loss and obesity solutions market, including as a result of recent regulatory action, and increased market acceptance, availability and customer awareness of weight-loss drugs; shortages or quality control issues with third-party manufacturers or suppliers; competition for surgeons; litigation or medical malpractice claims; inability to protect the confidentiality of our proprietary information; changes in laws governing the corporate practice of medicine or fee-splitting; changes in regulatory, macroeconomic conditions, including inflation and the threat of recession, economic and other conditions of the states and jurisdictions where our facilities are located; and business disruption or other losses from natural disasters, war, pandemics, terrorist acts or political unrest.

We discussed many of these risks and uncertainties in the section titled “Item 1A. Risk Factors” of this Quarterly Report and in other filings we make from time to time with the U.S. Securities and Exchange Commission. There also may be other risks and uncertainties that are currently unknown to us or that we are unable to predict at this time.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Forward-looking statements represent our estimates and assumptions only as of the date they were made and are inherently subject to change. We are under no duty and we assume no obligation to update any of the forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, after the date of this Quarterly Report or to conform our prior statements to actual results or revised expectations, except as required by law. Given these uncertainties, investors should not place undue reliance on these forward-looking statements.

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PART I FINANCIAL INFORMATION

Item 1. Financial Statements

AirSculpt Technologies, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets


($000s, except for shares)	June 30, 2026		December 31, 2025
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	18,824	$	8,449

Taxes receivable	2,362		1,499
Prepaid expenses and other current assets	6,310		5,508
Total current assets	27,496		15,456
Property and equipment, net	24,496		27,814
Other long-term assets	3,000		3,007
Right of use operating lease assets	22,093		22,454
Intangible assets, net	34,462		36,839
Goodwill	81,734		81,734
Total assets	$	193,281	$	187,304
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	7,259	$	5,368
Accrued payroll and benefits	2,573		2,607
Current portion of long-term debt	10,460		5,460
Deferred revenue and patient deposits	3,149		1,871
Accrued and other current liabilities	4,122		5,298
Current operating lease liabilities	7,386		7,298
Total current liabilities	34,949		27,902
Long-term debt, net	33,108		50,585
Deferred tax liability, net	878		878
Long-term operating lease liabilities	19,514		20,227


Total liabilities	88,449		99,592
Commitments and contingent liabilities (Note 9)
Stockholders' equity
Common stock, $0.001 par value; shares authorized - 450,000,000; shares issued and outstanding - 71,518,820 and 64,542,461, respectively	72		64
Additional paid-in capital	149,300		128,315
Accumulated other comprehensive loss	(460)		(96)
Accumulated deficit	(44,080)		(40,571)
Total stockholders' equity	104,832		87,712
Total liabilities and stockholders' equity	$	193,281	$	187,304

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

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AirSculpt Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(in $000s, except for shares and per share figures)	2026		2025		2026		2025
Revenue	$	42,900	$	44,012	$	82,289	$	83,383
Operating expenses:
Cost of service (exclusive of depreciation and amortization)	16,567		17,201		32,155		33,151
Selling, general and administrative	23,421		22,671		46,003		44,439

Depreciation and amortization	2,941		3,246		5,962		6,488
Loss on impairment of long-lived assets	—		108		—		108

Total operating expenses	42,929		43,226		84,120		84,186
(Loss)/income from operations	(29)		786		(1,831)		(803)
Interest expense, net	1,043		1,562		2,241		3,187
Unrealized loss	141		—		3		—
Pre-tax net loss	(1,213)		(776)		(4,075)		(3,990)
Income tax benefit	(101)		(185)		(566)		(552)
Net loss	$	(1,112)	$	(591)	$	(3,509)	$	(3,438)

Loss per share of common stock
Basic	$	(0.02)	$	(0.01)	$	(0.05)	$	(0.06)
Diluted	$	(0.02)	$	(0.01)	$	(0.05)	$	(0.06)
Weighted average shares outstanding
Basic	70,786,163		59,590,033		70,127,093		59,066,400
Diluted	70,786,163		59,590,033		70,127,093		59,066,400

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

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AirSculpt Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Other Comprehensive Loss (Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
($000s)	2026		2025		2026		2025
Net loss	$	(1,112)	$	(591)	$	(3,509)	$	(3,438)
Other comprehensive loss:
Change in foreign currency translation adjustment	(205)		(958)		(362)		(873)

Total other comprehensive loss	(205)		(958)		(362)		(873)
Comprehensive loss	$	(1,317)	$	(1,549)	$	(3,871)	$	(4,311)

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

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AirSculpt Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss
($000s, except shares and per share figures)	Shares	Amount						Accumulated Deficit		Total






















Balance at December 31, 2024	58,369,138	$	58	$	107,721	$	(687)	$	(28,904)	$	78,188
Issuance of common stock through unit vesting	292,130	1		—		—		—		1


Equity-based compensation	—	—		1,239		—		—		1,239
Payment of taxes withheld through vested equity-based compensation	—	—		(56)		—		—		(56)
Net loss	—	—		—		—		(2,847)		(2,847)
Other comprehensive income	—	—		—		85		—		85
Other	—	—		(379)		—		—		(379)
Balance at March 31, 2025	58,661,268	$	59	108,525		(602)		(31,751)		76,231
Issuance of common stock through unit vesting	22,820			—		—		—		—
Issuance of common stock through public offerings, net	3,752,582	3		14,008		—		—		14,011
Equity-based compensation	—	—		1,352		—		—		1,352
Net loss	—	—		—		—		(591)		(591)
Other comprehensive loss	—	—		—		(958)		—		(958)
Other	—	—		—		10		—		10
Balance at June 30, 2025	62,436,670	$	62	$	123,885	$	(1,550)	$	(32,342)	$	90,055

Balance at December 31, 2025	64,542,461	$	64	$	128,315	$	(96)	$	(40,571)	$	87,712
Issuance of common stock through unit vesting	109,011	1		—		—		—		1
Issuance of common stock through public offerings, net	5,894,209	6		14,591		—		—		14,597
Payment of taxes withheld through vested equity-based compensation	—	—		(195)		—		—		(195)
Equity-based compensation	—	—		559		—		—		559
Net loss	—	—		—		—		(2,397)		(2,397)
Other comprehensive loss	—	—		—		(158)		—		(158)
Other	—	—		142		—		—		142
Balance at March 31, 2026	70,545,681	71		143,412		(254)		(42,968)		100,261
Issuance of common stock through public offerings, net	973,139	1		4,975		—		—		4,976
Equity-based compensation	—	—		912		—		—		912

Net loss	—	—		—		—		(1,112)		(1,112)
Other comprehensive loss	—	—		1		(206)		—		(205)

Balance at June 30, 2026	71,518,820	$	72	$	149,300	$	(460)	$	(44,080)	$	104,832

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

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AirSculpt Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Six Months Ended June 30,
($000s)	2026		2025
Cash flows from operating activities
Net loss	$	(3,509)	$	(3,438)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	5,962		6,488
Equity-based compensation	1,471		2,591
Non-cash interest expense; amortization of debt costs	273		242


Loss on impairment of long-lived assets	—		108

Changes in assets and liabilities
Taxes receivable	(863)		1,251
Prepaid expense and other current assets	(1,026)		(591)
Other assets	370		4,918
Accounts payable	1,903		(1,461)
Deferred revenue and patient deposits	1,277		(48)
Accrued and other liabilities	(1,825)		(4,208)
Net cash provided by operating activities	4,033		5,852
Cash flows from investing activities
Purchases of property and equipment, net	(279)		(2,166)
Net cash used in investing activities	(279)		(2,166)
Cash flows from financing activities
Payments on term loans	(12,750)		(11,973)

Payments for debt modification	—		(237)

Payments on revolving credit facility	—		(5,000)
Proceeds from public offerings, net	19,566		14,008



Payment of taxes withheld through vested equity-based compensation	(195)		(56)
Other financing activity	—		(474)
Net cash provided by/(used in) financing activities	6,621		(3,732)

Net increase/(decrease) in cash and cash equivalents	10,375		(46)
Cash and cash equivalents
Beginning of period	8,449		8,235
End of period	$	18,824	$	8,189

Supplemental disclosure of cash flow information:
Cash paid for interest	$	2,044	$	2,948
Cash paid for income taxes, net of refunds	$	61	$	(1,777)

Supplemental disclosure of non-cash investing information:
Property and equipment included in accounts payable and accrued expenses	$	12	$	137

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

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AirSculpt Technologies, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 – ORGANIZATION AND SUMMARY OF KEY ACCOUNTING POLICIES

AirSculpt Technologies, Inc. (“AirSculpt” or the "Company"), was formed as a Delaware corporation on June 30, 2021. The Company's revenues are concentrated in the specialty, minimally invasive liposuction market. The Company and its consolidated subsidiaries are referred to collectively in these condensed consolidated financial statements as “we,” “our,” and “us.” Solely for convenience, some of the copyrights, trade names and trademarks referred to in these condensed consolidated financial statements are listed without their ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks.

The Company, through its wholly-owned subsidiaries, is a provider of practice management services to professional associations (“PAs”) located throughout the United States and Canada. The Company owns and operates non-clinical assets and provides its management services to the PAs through management services agreements (“MSAs”). Management services provide for the administration of the non-clinical aspects of the medical operations and include, but are not limited to, financial, administrative, technical, marketing, and personnel services. Pursuant to the MSA, the PA is responsible for all clinical aspects of the medical operations of the practice.

Principles of Consolidation

These consolidated financial statements present the financial position and results of operations of the Company, its wholly-owned domestic and international subsidiaries, and its variable interest in the managed PAs in the United States (the "Domestic PAs"), which are under the control of the Company and are considered variable interest entities in which the Company is the primary beneficiary.

All intercompany accounts and transactions have been eliminated in consolidation.

Interim Financial Statement Presentation

The accompanying condensed consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

Variable Interest Entities

The Company has a variable interest in the Domestic PAs where it has a long-term and unilateral controlling financial interest over their assets and operations. The Company has the ability to direct the activities that most significantly affect the Domestic PAs’ economic performance via the MSAs and related agreements. The Company is a practice management service organization and does not engage in the practice of medicine. These services are provided by licensed professionals at each of the Domestic PAs. Certain key features of the MSAs and related agreements enable the Company to assign the member interests of certain of the Domestic PAs to another member designated by the Company (i.e., “nominee shareholder”) for a nominal value in certain circumstances at the Company’s sole discretion. The MSA does not allow the Company to be involved in, or provide guidance on, the clinical operations of the Domestic PAs. The Company consolidates the Domestic PAs into the financial statements. All of the Company’s revenue is earned from services provided by the Domestic PAs and its wholly-owned foreign subsidiary in Canada. The only assets and liabilities held by the Domestic PAs included in the accompanying consolidated balance sheets are clinical related. The clinical assets and liabilities are not material to the Company as a whole.

Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Concentration of Credit Risk

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company’s revenues are concentrated in the specialty, minimally invasive liposuction market.

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The Company maintains cash balances at financial institutions which may at times exceed the amount covered by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts.

Deferred Financing Costs, Net

Loan costs and discounts are capitalized in the period in which they are incurred and amortized on the straight-line basis over the term of the respective financing agreement which approximates the effective interest method. These costs are included as a reduction of long-term debt on the condensed consolidated balance sheets. Total amortization of deferred financing costs was approximately $0.1 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively. Total amortization of deferred financing costs was approximately $0.3 million and $0.2 million for the six months ended June 30, 2026 and 2025, respectively. Amortization of loan costs and discounts is included as a component of interest expense.

Long-Lived Assets

The Company accounts for impairment of long-lived assets in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, Intangibles – Goodwill and Other and Topic 360, Impairment or Disposal of Long-Lived Assets. These standards require that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to future estimated cash flows expected to arise as a direct result of the use and eventual disposition of the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. Total loss on long lived assets was approximately $0 and $0.1 million for the six months ended June 30, 2026 and 2025, respectively.

Fair Value

ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosure requirements about fair value measurements.

ASC Topic 820 defines three categories for the classification and measurement of assets and liabilities carried at fair value:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or observable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

The fair value of financial instruments is generally estimated through the use of public market prices, quotes from financial institutions and other available information. Judgment is required in interpreting data to develop estimates of market value and, accordingly, amounts are not necessarily indicative of the amounts that could be realized in a current market exchange.

Short-term financial instruments, including cash, prepaid expenses and other current assets, accounts payable, and other liabilities, consist primarily of instruments without extended maturities, for which the fair value, based on management’s estimates, approximates their carrying values. Borrowings bear interest at what is estimated to be current market rates of interest, accordingly, carrying value approximates fair value.

Earnings Per Share

Basic earnings per share of common stock is computed by dividing net loss for the three and six months ended June 30, 2026 and 2025 by the weighted-average number of shares of common stock outstanding during the same period. Diluted earnings per share of common stock is computed by dividing net loss for the three and six months ended June 30, 2026 and 2025 by the weighted-average number of shares of common stock adjusted to give effect to potentially dilutive securities.

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Advertising Costs

Advertising costs are expensed in the period when the costs are incurred and are included as a component of selling, general and administrative costs. Advertising expenses were approximately $8.8 million and $7.3 million for the three months ended June 30, 2026 and 2025, respectively, and approximately $16.6 million and $14.5 million for the six months ended June 30, 2026 and 2025, respectively.

Income Taxes

The Company applies the provisions of ASC 740-10, Accounting for Uncertain Tax Positions (“ASC 740-10”). Under these provisions, companies must determine and assess all material positions existing as of the reporting date, including all significant uncertain positions, for all tax years that are open to assessment or challenge under tax statutes. Additionally, those positions that have only timing consequences are analyzed and separated based on ASC 740-10’s recognition and measurement model.

As required by the uncertain tax position guidance, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the condensed consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applied the uncertain tax position guidance to all tax positions for which the statute of limitations remained open and determined that there are no uncertain tax positions as of June 30, 2026 or December 31, 2025.

The Company has an effective tax rate of approximately 8.3% and 23.8% for the three months ended June 30, 2026 and 2025, respectively, and approximately 13.9% and 13.8% for the six months ended June 30, 2026 and 2025, respectively, inclusive of all applicable U.S. federal and state income taxes.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities (PBEs) to disclose detailed breakdowns of specific expense captions (e.g., COGS, SG&A) in annual and interim notes. It mandates tabular, disaggregated information—such as employee compensation, depreciation, and amortization—to improve transparency for investors. The ASU is effective for annual periods beginning after December 15, 2026 and interim period beginning after December 15, 2027. The Company is evaluating the impact of this ASU on its consolidated financial statements.

NOTE 2 – GOODWILL AND INTANGIBLES, NET

The annual review of goodwill impairment will be performed in October 2026. There were no triggering events during the three and six months ended June 30, 2026 and 2025.

The Company had goodwill of $81.7 million at June 30, 2026 and December 31, 2025.

Intangible assets consisted of the following at June 30, 2026 and December 31, 2025 (in 000’s):


	June 30, 2026		December 31, 2025		Useful Life
Technology and know-how	$	53,600	$	53,600	15 years
Trademarks and tradenames	17,700		17,700		15 years
	71,300		71,300
Accumulated amortization of technology and know-how	(27,692)		(25,906)
Accumulated amortization of tradenames and trademarks	(9,146)		(8,555)
Total intangible assets	$	34,462	$	36,839

Amortization of intangible assets will be $4.8 million per year for each of the next five fiscal years.

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Aggregate amortization expense on intangible assets was approximately $1.2 million for both of the three months ended June 30, 2026 and 2025 and $2.4 million for both of the six months ended June 30, 2026 and 2025.

NOTE 3 – PROPERTY AND EQUIPMENT, NET

As of June 30, 2026 and December 31, 2025 property and equipment consists of the following (in 000’s):


	June 30, 2026		December 31, 2025
Medical equipment	$	13,106	$	13,076
Office and computer equipment	951		946
Furniture and fixtures	4,564		4,567
Leasehold improvements	32,434		32,440
Construction in progress	2,619		2,423
Less: Accumulated depreciation	(29,178)		(25,637)
Property and equipment, net	$	24,496	$	27,814

Depreciation expense was approximately $1.8 million and $2.1 million for the three months ended June 30, 2026 and 2025, respectively, and $3.6 million and $4.1 million for the six months ended June 30, 2026 and 2025, respectively.

NOTE 4 – DEBT

On November 7, 2022, the Company entered into a credit agreement with a syndicate of lenders (the "Credit Agreement") originally maturing November 7, 2027. Pursuant to the Credit Agreement, there is (i) an $85.0 million original aggregate principal amount of term loans and (ii) a revolving loan facility with an aggregate principal amount of up to $5.0 million. On September 29, 2023, the Company voluntarily pre-paid $10.0 million of the principal balance of the term loans under the Credit Agreement using cash on hand. During the quarter ended March 31, 2026, the Company voluntarily pre-paid $10.0 million of the principal balance of the term loans under the Credit Agreement using cash on hand.

On March 12, 2025, the Company entered into an amendment to the Credit Agreement (the "Third Amendment"). Under the terms of the Third Amendment, the parties thereto modify certain financial condition covenants made by the Company in the Credit Agreement, such that (i) the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of the Company and its subsidiaries as of the last day of the fiscal quarters ending March 31, 2025 and June 30, 2025 must be no less than 0.50x and 1.10x, respectively, and no less than 1.25x on the last day of the fiscal quarters ending September 30, 2025 and thereafter, instead of 1.10x as of March 31, 2025 and 1.25x as of June 30, 2025 and thereafter, as previously set forth in the Credit Agreement; (ii) the Consolidated Leverage Ratio (as defined in the Credit Agreement) of the Company and its subsidiaries as of the last day of the fiscal quarters ending March 31, 2025, June 30, 2025, September 30, 2025, December 31, 2025 and March 31, 2026, must not exceed 4.25x, 3.50x, 3.25x, 3.25x, and 2.75x, respectively, and the Consolidated Leverage Ratio as of the last day of each fiscal quarter thereafter must not exceed 2.25x, instead of 3.25x as of March 31, 2025, 2.75x as of June 30, 2025, and 2.25x thereafter, as previously set forth in the Credit Agreement; (iii) the Company and its subsidiaries will be required to maintain minimum Liquidity (as defined in the Credit Agreement) of not less than (A) $3.0 million as of the last day of the month ending March 31, 2025, (B) $5.0 million as of the last day of the month ending April 30, 2025, and (C) $7.5 million as of the last day of the months ending May 31, 2025 and thereafter (or the last day of each fiscal quarter thereafter upon the satisfaction of certain financial tests described therein); and (iv) new liquidity and financial reporting requirements have been added.

In addition to revising the covenants listed above, the Third Amendment revised or added new terms such that (i) for outstanding loans, beginning on or about July 1, 2025, the applicable per annum margin would be increased to 3.75% or 4.75% for base rate or SOFR (as defined in the Credit Agreement), respectively, if the Company's total leverage ratio was equal to or greater than 3.00x, 3.50% or 4.50% for base rate or SOFR, respectively, if the Company's total leverage ratio was equal to or greater than 2.00x and less than 3.00x, and 3.25% or 4.25% for base rate or SOFR, respectively, if the Company's total leverage ratio was below 2.00x, (ii) the term loan and revolving credit facility will mature on May 11, 2027 (instead of November 7, 2027); (iii) Liquidity in excess of $3.0 million will be used to repay the outstanding funds drawn on the revolving credit facility on a monthly basis beginning April 30, 2025; (iv) revolver draws will be subject to compliance with the minimum Liquidity covenant; (v) the Company will be required to reimburse Silicon Valley Bank ("SVB") for certain fees and expenses relating to the engagement of a financial advisor, and (vi) 100% of the first

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$10.0 million of any equity proceeds will be used to repay the term loan and revolving credit facility, subject to the following carve-outs (A) the first $3.0 million of equity proceeds; and (B) any equity proceeds received from Vesey Street Capital Partners, L.L.C., our private equity sponsor (“Sponsor”). In consideration for the Third Amendment, the Company paid a fee equal to 0.15% of the outstanding loans to consenting Lenders (as defined in the Credit Agreement) and a $0.125 million arrangement fee to SVB. On March 12, 2025 in connection with the Third Amendment, the Company, SVB and our Sponsor (through certain affiliated entities) entered into that certain limited guarantee by and among Vesey Street Capital Partners Healthcare Fund, L.P., Vesey Street Capital Partners Healthcare Fund-A, L.P., SVB, and the Company (the "Limited Guarantee"), pursuant to which our Sponsor agreed to provide a $10.0 million limited guaranty of the Company’s obligations under the Credit Agreement. The Limited Guarantee was callable on June 15, 2025 (or upon the earlier occurrence of certain defaults described therein) if the Company had not prepaid the term loans (excluding regularly scheduled amortization) by $10.0 million as of such date. On June 13, 2025, the Company made a $10.0 million principal payment on the term loans in accordance with the Third Amendment using proceeds from its underwritten public offering completed on June 11, 2025. The Limited Guarantee automatically terminated on March 12, 2026 following the prepayment of the term loans in an aggregate amount of $20.0 million since the date of the Limited Guarantee.

On August 7, 2026, the Company entered into a further amendment to the Credit Agreement (the "Fourth Amendment") to, among other things: (i) extend the maturity date of the term loan and revolving credit facility to November 15, 2027 (approximately a six-month extension from the previous May 11, 2027 maturity date); (ii) require the Company to make a $2.5 million payment to the Lenders upon signing of the Fourth Amendment; (iii) require the Company to make an additional $2.5 million payment on or before September 30, 2026; (iv) require that 50% of the net proceeds of any future equity issuances (other than issuances under our equity incentive plans) be applied to prepay the term loans, in addition to amounts otherwise required to be applied under the Credit Agreement; (v) require the Company to provide biweekly updates on a conference call with the Lenders with respect to the status of its efforts to cause the Discharge of Obligations (as defined in the Credit Agreement); and (vi) require the Company, if the Discharge of Obligations has not occurred by October 31, 2026, to retain one or more investment banks reasonably satisfactory to the Administrative Agent (as defined in the Credit Agreement) to cause the Discharge of Obligations to occur, whether by obtaining replacement debt financing or otherwise. The Company is evaluating if the amendment is a modification or extinguishment and has not completed the accounting for debt issuance costs.

As of June 30, 2026, the interest rate under the Credit Agreement was 8.39%.

Total borrowings as of June 30, 2026 and December 31, 2025 were as follows (in 000’s):


	June 30, 2026		December 31, 2025
Term loans	$	44,207	$	56,957
Unamortized debt discounts and issuance costs	(639)		(912)
Total debt, net	43,568		56,045
Less: Current portion	(10,460)		(5,460)
Long-term debt, net	$	33,108	$	50,585

As of June 30, 2026 and December 31, 2025, the Company had $5.0 million available on the revolving credit facility.

The scheduled future maturities of long-term debt as of June 30, 2026 is as follows (in 000’s):


Year ending December 31,
2026	$	7,730
2027	36,477


Total maturities	$	44,207

All borrowings under the Credit Agreement are cross collateralized by substantially all assets of the Company and are subject to certain restrictive covenants including quarterly total leverage ratio and fixed charge ratio requirements discussed above. The Company is in compliance with all covenants and has no letter of credit outstanding as of June 30, 2026.

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NOTE 5 – LEASES

The Company’s operating leases are primarily for real estate, including medical office suites and corporate offices. For the three months ended June 30, 2026 and 2025, the Company incurred rent expense of $1.7 million and $1.7 million, respectively, for its medical office suites. For the six months ended June 30, 2026 and 2025, the Company incurred rent expense of $3.4 million and $