The Beauty Health Company filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$SKIN
Medical/Dental Instruments
Health Care
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): October 30, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
(Zip Code)
(800 ) 603-4996
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On October 30, 2025, at the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the "Board") of The Beauty Health Company (the "Company"), the Board appointed Dr. Philippe Schaison to the Board, effective as of October 30, 2025.
Dr. Schaison currently serves as the Chief Executive Officer and as a director of Soltégo, Inc., a bio-cosmetics company, since 2018. Prior to his role at Soltégo, he was Chief Executive Officer NA of Syneron Candela, a medical aesthetic and cosmetic laser company, from 2017 to 2018, and President of Allergan Aesthetic, from 2013 to 2017. Dr. Schaison has served as Chairman of the Board of Raziel Therapeutics Ltd., an Israeli-based biotechnology company, since 2020, and currently sits on a number of other biomedical company boards including AIVITA Biomedical, Inc. since 2019; Dyve Biosciences, Inc. since 2020; and miraDry, Inc. since 2022. Dr. Schaison earned an M.B.A. from Hautes Etudes Commerciales in Paris, and a Doctorate in Pharmacy from the Université Paris V René Descartes.
The Board believes that Dr. Schaison is well-qualified to serve as a director of the Company due to his significant operating experience scaling global health and beauty franchises, as well as his extensive director and executive experience across a range of different organizations and industries. For these reasons, the Board concluded that Dr. Schaison should serve as a director of the Company.
The Nominating and Corporate Governance Committee and the Board determined that Dr. Schaison qualifies as an independent director for purposes of Nasdaq listing rules as well as applicable rules of the Securities and Exchange Commission ("SEC"). The Board also appointed Dr. Schaison to serve as a member on both of the Company's Nominating and Corporate Governance Committee and the Compensation Committee, effective as of October 30, 2025.
Dr. Schaison's compensation will be consistent with the Company's previously disclosed standard compensatory arrangements for non-employee directors, which are described in the Company's Proxy Statement on Schedule 14A filed with the SEC on April 25, 2025, under the heading "2024 Director Compensation." Dr. Schaison's compensation will be prorated to reflect the commencement date of his Board service.
In addition, Dr. Schaison will enter into the Company's standard form of indemnification agreement, a form of which was filed as Exhibit 10.13 to the Company's Current Report on Form 8-K filed with the SEC on May 10, 2021.
There are no arrangements or understandings between Dr. Schaison and any other person pursuant to which he was named a director of the Company. Dr. Schaison has no family relationship with the Company's directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Dr. Schaison has not entered into any other material plan, contract, arrangement or amendment in connection with his appointment to the Board.
Dr. Schaison is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On November 3, 2025, the Company issued a press release announcing the appointment of Dr. Schaison as a director of the Board. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.
The information set forth under Item 7.01 of this Current Report on Form 8-K (this "Current Report"), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURE
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: November 3, 2025 | The Beauty Health Company | |||||||
| By: | /s/ Michael Monahan | |||||||
| Name: | Michael Monahan | |||||||
| Title: | Chief Financial Officer | |||||||