AirSculpt Announces Pricing of Offering of Common Stock

Rhea-AI Summary

AirSculpt Technologies (NASDAQ:AIRS), a national provider of premium body contouring procedures, has announced the pricing of its public offering of 3,160,000 common stock shares at $3.80 per share, aiming to raise $12.0 million before expenses. The company has granted the underwriter, Leerink Partners, a 30-day option to purchase up to 474,000 additional shares at the same price. The offering is expected to close around June 11, 2025. AirSculpt plans to use most of the proceeds to prepay a portion of its outstanding debt under its existing credit agreement, with the remainder allocated for general corporate purposes, including working capital and business opportunities.

Positive

• Raising $12.0 million in fresh capital through stock offering
• Debt reduction through prepayment of existing credit agreement
• Additional flexibility for working capital and business opportunities

Negative

• Potential dilution for existing shareholders with 3,160,000 new shares being issued
• Additional dilution possible if 474,000 share option is exercised
• Stock offering priced at relatively low $3.80 per share

Insights

Financial Analyst

AirSculpt's $12M stock offering will reduce debt burden but causes significant shareholder dilution at a below-market price.

AirSculpt Technologies has priced its public offering of 3.16 million shares at $3.80 per share, raising approximately $12 million before expenses. The company has also granted underwriters a 30-day option to purchase an additional 474,000 shares at the same price.

This capital raise appears strategically focused on deleveraging, as management intends to use the majority of proceeds to prepay a portion of outstanding debt under their existing credit agreement. This debt reduction should improve AirSculpt's balance sheet health and potentially reduce interest expenses going forward.

However, the offering price of $3.80 per share raises concerns. This pricing likely represents a discount to the current market price, which is typical for secondary offerings but still represents significant dilution for existing shareholders. The total share count increase of approximately 3.16 million shares (potentially rising to 3.63 million if the underwriter exercises their option) will dilute earnings per share and ownership percentages for current investors.

The timing of this offering suggests AirSculpt may be experiencing pressure to improve its capital structure, potentially due to debt covenants or upcoming obligations. The choice to raise equity capital rather than refinancing debt indicates management prioritizes reducing leverage over potential dilution concerns.

With Leerink Partners as the sole bookrunner, this relatively modest-sized offering ($12 million) appears targeted at institutional investors. The expected closing date of June 11, 2025, suggests a standard timeframe for such transactions.

MIAMI BEACH, Fla., June 10, 2025 (GLOBE NEWSWIRE) -- AirSculpt Technologies, Inc. (NASDAQ:AIRS)(“AirSculpt” or the “Company”), a national provider of premium body contouring procedures, today announced the pricing of its previously announced underwritten public offering of 3,160,000 shares of common stock. AirSculpt has agreed to sell the shares to the underwriter at a price of $3.80 per share, for proceeds to the Company, before expenses, of $12.0 million. AirSculpt has also granted the underwriter a 30-day option to purchase up to 474,000 additional shares of common stock at the same price. The offering is expected to close on or about June 11, 2025, subject to customary closing conditions.

AirSculpt currently intends to use a majority of the net proceeds from the offering for the prepayment of a portion of the Company’s outstanding indebtedness under its existing credit agreement and the remainder of the net proceeds from the offering for general corporate purposes,
including working capital and other business opportunities.

Leerink Partners is acting as the sole bookrunner for the offering.

A shelf registration statement relating to the shares of common stock of the Company was filed with the Securities and Exchange Commission and was declared effective on March 24, 2025 (File No. 333-285825). A preliminary prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the website of the SEC at www.sec.gov. A final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting Leerink Partners LLC, by telephone at (800) 808-7525 ext. 6105, or by email at syndicate@leerink.com, attn: Syndicate Department.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer or sale of, the common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the common stock under the securities laws of any such state or jurisdiction.

About AirSculpt

AirSculpt is a next-generation body contouring treatment designed to optimize both comfort and precision, available exclusively at AirSculpt offices. The minimally invasive procedure removes fat and tightens skin, while sculpting targeted areas of the body, allowing for quick healing with minimal bruising, tighter skin, and precise results.

Forward-Looking Statements

This press release contains 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 statements that relate to the timing, size and completion of the public offering, the grant to the underwriter of the option to purchase additional shares in the underwritten public offering, the intended use of proceeds from the public offering and other information that is not historical information. 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.

Factors that may cause such a difference include, but are not limited to, risks and uncertainties related to completion of the underwritten public offering on the anticipated terms or at all; market conditions and the satisfaction of customary closing conditions related to the offering; the risk that any future financings may dilute our stockholders or restrict our business; failure to stabilize same-store 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 the recent regulatory approval, 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 the laws governing the corporate practice of medicine or fee-splitting; changes in the 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, pandemic, terrorist acts or political unrest.

The risk factors discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K and in other filings we make from time to time with the SEC could cause our results to differ materially from those expressed in the forward-looking statements made in this press release. We qualify all of our forward-looking statements by these cautionary statements, including those factors discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K.

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, 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 represent our estimates and assumptions only as of the date they were made, which are inherently subject to change, and we are under no duty and we assume no obligation to update any of these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated after the date of this press release 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.

Investor Contact

Allison Malkin
ICR, Inc.
airsculpt@icrinc.com

FAQ

How much money is AirSculpt (AIRS) raising in its stock offering?

AirSculpt is raising $12.0 million before expenses by selling 3,160,000 shares at $3.80 per share.

What is the price per share for AirSculpt's (AIRS) stock offering?

AirSculpt is pricing its stock offering at $3.80 per share.

How will AirSculpt (AIRS) use the proceeds from its stock offering?

AirSculpt will use the majority of proceeds to prepay outstanding debt under its credit agreement, with the remainder for general corporate purposes and business opportunities.

Who is the underwriter for AirSculpt's (AIRS) stock offering?

Leerink Partners is acting as the sole bookrunner for the offering.

When will AirSculpt's (AIRS) stock offering close?

The offering is expected to close on or about June 11, 2025, subject to customary closing conditions.