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): March 13, 2023
(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) | |||||||
(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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
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:
| Title of Each Class: | Trading Symbol(s): | Name of Exchange on Which Registered: | ||||||||||||
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 7.01. Regulation FD Disclosure.
AirSculpt Technologies, Inc. (the “Company”) is aware of the closure of Silicon Valley Bank (“SVB”) by the California Department of Financial Protection and Innovation and the appointment of the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Currently, the Company holds $180,000 of its cash and cash equivalents or approximately 2% of our total cash balance with SVB, below the FDIC standard deposit insurance limit. Further, the Company has a $5.0 million revolving line of credit in which SVB holds approximately 39% of the revolving line of credit. The Company does not anticipate needing to draw on the revolving line of credit and plans to fund its activities from cash flow from operations. The Company does not believe that the SVB receivership will have an impact on the day-to-day operations of the Company.
The information contained in Item 7.01 of this Current Report on Form 8-K is intended to be 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 that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
Certain of the statements above, including statement regarding the sufficiency of the Company’s cash flow from operations, are forward-looking and as such are not historical facts. These forward-looking statements are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as “anticipate”, “believe”, “continue”, “could”, “expect”, “intend”, “may”, “future”, “strategy”, “might”, “plan”, “should”, “would”, “will be”, “will continue”, “will likely result” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Our future results could be affected by a variety of other factors, including, but not limited to: (i) the effect of and uncertainties related to macroeconomic factors such as inflation, rising interest rates and any impact or deterioration in the banking industry and credit markets, including related to the closure of SVB; (ii) failure to open and operate new centers in a timely and cost-effective manner; (iii) shortages or quality control issues with third-party manufacturers or suppliers; (iv) competition for surgeons; (v) litigation or medical malpractice claims; (vi) inability to protect the confidentiality of our proprietary information; (vii) changes in the laws governing the corporate practice of medicine or fee-splitting and (viii) business disruption or other losses from war, pandemic, terrorist acts or political unrest. There also may be other risks that are currently unknown to us or that we are unable to predict at this time.
Further information on factors that could cause the Company’s actual results to differ materially from the results anticipated by the Company’s forward-looking statements is included in the reports the Company has filed with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level 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 speak only as of the date they were made, and we are under no duty to update any of these forward-looking statements after the date of this Current Report on Form 8-K to conform our prior statements to actual results or revised expectations.
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: March 13, 2023 | ||||||||
| AirSculpt Technologies, Inc. | ||||||||
| By: | /s/ Dennis Dean | |||||||
| Name: Dennis Dean | ||||||||
| Title: Chief Financial Officer | ||||||||
[Signature Page to the Form 8-K]