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): May 7, 2024
AirSculpt Technologies, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware (State or Other Jurisdiction of Incorporation) | 001-40973 (Commission File Number) | 87-1471855 (IRS Employer Identification No.) |
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1111 Lincoln Road, Suite 802
Miami Beach, Florida | | 33139 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(786) 709-9690
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since 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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class: | | Trading
Symbol(s): | | Name of Exchange
on Which Registered: |
| Common Stock, $0.001 par value per share | | AIRS | | The Nasdaq Global Market |
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 ☒
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 5.07 Submission of Matters to a Vote of Security Holders.
AirSculpt Technologies, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders on May 7, 2024 (the “Annual Meeting”). At the close of business on March 18, 2024, the record date of the Annual Meeting, the Company had 57,537,393 shares of common stock issued and outstanding. The following shares were present at the Annual Meeting, either in person at the virtual shareholder meeting or by proxy.
The results of the proposals are as follows:
1. The election of the two Class III director nominees to serve for a term of three years:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| Dr. Aaron Rollins | | 46,095,453 | | | 533,100 | | | 310 | | | 9,876,353 | |
| Caroline Chu | | 45,666,129 | | | 962,658 | | | 76 | | 9,876,353 | |
Both Class III director nominees were duly elected.
2. The ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2024:
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| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 56,493,431 | | | 2,620 | | | 9,165 | | | 0 |
The proposal was approved.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
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| Exhibit No. | Description |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: May 8, 2024 | | |
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| AirSculpt Technologies, Inc. |
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| By: | /s/ Dennis Dean |
| | Name: Dennis Dean |
| | Title: Chief Financial Officer |
[Signature Page to the Form 8-K]
