0001870940false00018709402026-03-162026-03-16
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 16, 2026
AirSculpt Technologies, Inc.
(Exact name of Registrant as Specified in Its Charter)
| | | | | | | | |
Delaware (State or Other Jurisdiction of Incorporation) | 001-40973 (Commission File Number) | 87-1471855 (IRS Employer Identification No.) |
| | |
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):
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| ☐ | 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: |
| 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 2.02 Results of Operations and Financial Condition.
On March 16, 2026, AirSculpt Technologies, Inc. (the “Company”) issued a press release announcing certain preliminary, unaudited financial information for the fourth quarter and full fiscal year ended December 31, 2025. The press release also provided an update on the Company’s current revenue trends for 2026 and an update on debt.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Item 2.02, including the information set forth in Exhibit 99.1, 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 shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| | | | | |
| Exhibit No. | Description |
| |
99.1 | Press release dated March 16, 2026. |
| |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included as Exhibit 101). |
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 16, 2026 | | |
| | |
| AirSculpt Technologies, Inc. |
| | |
| By: | /s/ Brent Wadman |
| | Name: Brent Wadman |
| | Title: General Counsel and Corporate Secretary |
[Signature Page to the Form 8-K]
AirSculpt Technologies Announces Its Intent to Delay the Filing of its Annual Report and Provides Business Update
Preliminary Fiscal Year 2025 Revenue of $151.8 Million
Refreshed Marketing Strategy Delivers Positive Same-Store Sales in February 2026
Strong Balance Sheet and Enhanced Liquidity
MIAMI BEACH, Fla., March 16, 2026 (GLOBE NEWSWIRE) – AirSculpt Technologies, Inc. (NASDAQ:AIRS) (“AirSculpt” or the “Company”), a national provider of premium body contouring procedures, today announced that it expects to file a Form 12b-25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about March 16, 2026, providing the Company a 15-day extension to file its annual report for the fiscal year ended December 31, 2025 on Form 10-K (the “Annual Report”). The extension will give the Company additional time to complete the classification of its inter-company transactions and balances. The Company intends to file the Annual Report as soon as practicable and currently anticipates filing the Annual Report within the fifteen-day grace period provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company also issued select financial and liquidity metrics that are not part of the inter-company balances review and an update on current same-store revenue trends.
Fiscal 2025 Business Update and 2026 Current Trend:
•Fiscal 2025 preliminary revenue of $151.8 million with same-store revenue improving to end the year down single digits in December.
•Fourth Quarter 2025 preliminary revenue of $33.4 million with same-store revenue down approximately 16%.
•Refreshed marketing strategy delivered positive comparable sales in February; Company expects Q1 2026 revenue of $38.5 - $39.5 million representing same-store revenue of approximately flat at the midpoint.
•Cash as of March 13, 2026, was $13.0 million and debt was $46.0 million.
Yogi Jashnani, Chief Executive Officer, stated: “I am encouraged by the momentum we are seeing as we enter 2026. The significant strategic changes made during the period to recalibrate our marketing, expand into adjacent procedures and tighten our operations drove meaningful improvement in our demand and sales trend at year end and resulted in the delivery of positive revenue in February 2026 compared to the prior year period.”
Preliminary Estimated Results
The Company’s preliminary estimated results for its fiscal quarter and fiscal year ended December 31, 2025 are preliminary and subject to change. The Company has not completed its normal quarterly and year-end closing procedures for the fiscal quarter and fiscal year ended December 31, 2025, and there can be no assurance that final results for the fiscal quarter and fiscal year ended December 31, 2025 will not differ from the preliminary estimated results included herein, including as a result of year-end closing procedures adjustments. In addition, these preliminary estimated results should not be viewed as a substitute for full interim or audited financial statements prepared in accordance with generally accepted accounting principles in the United States that have been reviewed or audited by the Company’s independent registered public accounting firm.
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 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. We qualify all of our forward-looking statements by these cautionary statements, including those factors discussed in the section titled “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2024..
Our future results could be affected by a variety of other factors, including, but not limited to, the Company’s failure to file the Annual Report within the fifteen-day grace period provided by Rule 12b-25 under the Exchange Act; adjustments to the Company’s year-end closing procedures; 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 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 for the year ended December 31, 2024 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.
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
