STOCK TITAN

Apyx Medical Q3 2026 loss narrows to $1.79M

Surgical Aesthetics sales rose as OEM sales fell; the company also reported recurring operating cash outflows and expected near-term losses.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
10-Q

Rhea-AI Filing Summary

Apyx Medical Corporation (APYX) reported third-quarter 2026 net sales of $14.030 million, up 9.0% from a year earlier, and a net loss attributable to stockholders of $1.785 million versus $1.984 million. For the first nine months, sales were $40.404 million, up 20.0%, while the attributable net loss was $7.136 million versus $9.912 million.

Surgical Aesthetics sales rose 17.2% in the quarter and 26.1% for the nine months, while OEM sales fell 41.5% and 14.7%, respectively. Nine-month gross margin was 63.8%, compared with 62.5%. Cash and cash equivalents were $25.777 million at September 30, 2026, down from $31.740 million at December 31, 2025; operating activities used $5.696 million, compared with $5.471 million a year earlier. Management expects losses to continue in the near term and says additional financing may not be available on acceptable terms. Apyx was in compliance with amended financial covenants at September 30, 2026. The company received expanded FDA 510(k) clearance for AYON power liposuction; its full commercial launch took place during the third quarter.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 1 point

How the balance works

Positive

  • Moderate pointNine-month sales rose 20.0% to $40.404 million.
  • Moderate pointNine-month stockholder-attributable loss narrowed to $7.136 million from $9.912 million.

Negative

  • Moderate pointOEM sales fell 41.5% quarterly and 14.7% over nine months.

Filing Explained

Shelf registration supports up to one hundred million dollars in future securities sales, but it issues no shares; later equity sales would dilute holders.

This unaudited quarterly report says Apyx Medical has a shelf registration, filed December 1, 2025, for securities sales up to $100 million. The shelf is capacity for future sales, not itself a share sale; the company says a later sale of additional equity would dilute stockholders.

At September 30, 2026, the term loan had $37,500 thousand of principal outstanding and an interest rate of 12%. Monthly principal payments begin in November 2027 at 3% of the outstanding balance; scheduled repayments are $2,216 thousand in 2027 and $35,284 thousand in 2028, with maturity in November 2028.

Of the 2,934,690 pre-funded warrants sold in November 2024, 1,923,623 remained unexercised at September 30, 2026; the filing says unexercised pre-funded warrants are included in weighted-average shares used to calculate loss per share. By definition, these warrants convert to shares when exercised, increasing the share count and reducing existing holders’ percentage ownership absent offsetting changes.

Third-quarter net sales $14.030 million, up 9.0% Three months ended September 30, 2026; $12.877 million in 2025.
Nine-month net sales $40.404 million, up 20.0% Nine months ended September 30, 2026; $33.680 million in 2025.
Third-quarter net loss attributable to stockholders $1.785 million loss Three months ended September 30, 2026; $1.984 million loss in 2025.
Nine-month net loss attributable to stockholders $7.136 million loss Nine months ended September 30, 2026; $9.912 million loss in 2025.
Surgical Aesthetics sales $36.090 million, up 26.1% Nine months ended September 30, 2026; $28.622 million in 2025.
OEM sales $4.314 million, down 14.7% Nine months ended September 30, 2026; $5.058 million in 2025.
Cash and cash equivalents $25.777 million At September 30, 2026; $31.740 million at December 31, 2025.
Gross margin 63.8% Nine months ended September 30, 2026; 62.5% in 2025.
anti-dilutive financial
"all potential shares outstanding are anti-dilutive"
A claim, security feature, or action described as anti-dilutive prevents or does not cause a reduction in existing shareholders’ per-share values when additional shares could be issued. For example, certain convertible securities or corporate actions are treated as anti-dilutive for earnings-per-share calculations if including them would raise EPS rather than lower it; investors watch this because it affects reported per-share metrics, ownership percentages, and valuation comparisons, like keeping pie slices the same size instead of making them smaller.
variable interest entity financial
"the China JV is a variable interest entity"
A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.
gain contingency financial
"applied a gain contingency model"
A gain contingency is a possible future increase in a company’s assets or reduction in its liabilities that depends on an uncertain event — for example, winning a lawsuit, receiving an insurance payout, or closing a favorable sale. Investors care because such outcomes can raise a company’s value if they occur, yet accounting rules usually prevent companies from booking these gains until they are realized, so disclosures and probability estimates shape expectations and perceived risk.
net settlements financial
"referred to as net settlements"
Net settlements are the process of combining multiple buy and sell obligations between parties so that only the single net amount or position is exchanged, rather than each trade being settled individually. For investors this matters because it reduces the cash and securities that must change hands, lowering transaction costs and counterparty risk and speeding up final settlement—think of friends pooling multiple IOUs and paying just the difference instead of every individual debt.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was APYX's revenue in the third quarter of 2026?

Apyx reported $14.030 million in net sales for the three months ended September 30, 2026, up 9.0% from $12.877 million in the same 2025 period.

What was APYX's net loss for the first nine months of 2026?

Net loss attributable to stockholders was $7.136 million for the nine months ended September 30, 2026, compared with $9.912 million for the same period in 2025.

What drove APYX's nine-month sales growth?

Nine-month Surgical Aesthetics sales increased 26.1% to $36.090 million, driven by AYON sales, higher international generator sales and increased single-use handpiece volume in domestic and international markets; lower domestic standalone generator sales partly offset those increases.

What cash requirement applies to APYX's amended credit agreement?

The amended Perceptive Credit Agreement requires Apyx to maintain $3.0 million in cash and cash equivalents during the agreement's term. Apyx reported that it was in compliance with the agreement's financial covenants as of September 30, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2026

 

or

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to _____

 

Commission File Number: 001-31885

 

logo01.jpg

 

APYX MEDICAL CORPORATION

 

(Exact name of registrant as specified in its charter)

 

Delaware

11-2644611

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

 

5115 Ulmerton Road, Clearwater, FL 33760

 

(Address of principal executive offices, zip code)

 

(727) 384-2323

 

(Registrant’s telephone number)

Securities Registered Pursuant to Section 12 (b) of the Act:

 

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock

APYX

Nasdaq Global Select Market

 

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes: ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes: ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

☐

Accelerated filer

☐

    

Non-accelerated filer

☒

Smaller reporting company

☒

    
  

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.

☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes: ☐ No ☒

 

As of November 4, 2026, 42,124,023 shares of the registrant’s $0.001 par value common stock were outstanding.

 



 

 

 

 

APYX MEDICAL CORPORATION

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended September 30, 2026

 

   

Page

Part I.

Financial Information

2

     

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

2

 

Condensed Consolidated Balance Sheets at September 30, 2026 and December 31, 2025

2

 

Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025

3

 

Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2026 and 2025

4

 

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025

5

 

Notes to Condensed Consolidated Financial Statements

6

     

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

24

Item 4.

Controls and Procedures

24

     

Part II.

Other Information

25

     

Item 1.

Legal Proceedings

25

Item 1A.

Risk Factors

25

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

25

Item 3.

Defaults Upon Senior Securities

25

Item 4.

Mine Safety Disclosures

25

Item 5.

Other Information

25

Item 6.

Exhibits

26

 

Signatures

27

 

 

1

 

PART I.     Financial Information

 

ITEM 1. Condensed Consolidated Financial Statements

 

APYX MEDICAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

 

  

September 30, 2026

     
  

(Unaudited)

  

December 31, 2025

 

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $25,777  $31,740 

Trade accounts receivable, net of allowance of $1,180 and $1,020

  14,872   16,776 

Inventories, net of provision for obsolescence of $1,169 and $1,207

  11,950   8,602 

Prepaid expenses and other current assets

  1,244   1,353 

Total current assets

  53,843   58,471 

Property and equipment, net of accumulated depreciation and amortization of $4,656 and $4,293

  2,193   2,371 

Operating lease right-of-use assets

  3,880   4,218 

Finance lease right-of-use assets

  12   28 

Other assets

  1,742   1,752 

Total assets

 $61,670  $66,840 

LIABILITIES AND EQUITY

        

Current liabilities:

        

Accounts payable

 $3,513  $3,058 

Accrued expenses and other current liabilities

  6,872   8,214 

Current portion of operating lease liabilities

  467   407 

Current portion of finance lease liabilities

  18   21 

Total current liabilities

  10,870   11,700 

Long-term debt, net of debt discounts and issuance costs

  35,573   34,849 

Long-term operating lease liabilities

  3,688   4,051 

Long-term finance lease liabilities

  —   12 

Long-term contract liabilities

  1,167   1,050 

Other liabilities

  335   347 

Total liabilities

  51,633   52,009 

EQUITY

        

Preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 issued and outstanding as of September 30, 2026 and December 31, 2025

  —   — 

Common stock, $0.001 par value; 75,000,000 shares authorized; 42,124,023 issued and outstanding as of September 30, 2026, and 41,785,946 issued and outstanding as of December 31, 2025

  42   42 

Additional paid-in capital

  105,847   103,620 

Accumulated deficit

  (96,258)  (89,122)

Total stockholders’ equity

  9,631   14,540 

Non-controlling interest

  406   291 

Total equity

  10,037   14,831 

Total liabilities and equity

 $61,670  $66,840 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

2

 

 

APYX MEDICAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2026

  

2025

  

2026

  

2025

 

Sales, net

 $14,030  $12,877  $40,404  $33,680 

Cost of sales

  5,029   4,580   14,608   12,635 

Gross profit

  9,001   8,297   25,796   21,045 

Other costs and expenses:

                

Research and development

  849   801   2,407   2,429 

Professional services

  1,148   1,321   3,614   4,182 

Salaries and related costs

  3,595   3,191   10,222   9,344 

Selling, general and administrative

  3,980   3,816   12,841   11,547 

Total other costs and expenses

  9,572   9,129   29,084   27,502 

Loss from operations

  (571)  (832)  (3,288)  (6,457)

Interest income

  286   292   780   874 

Interest expense

  (1,414)  (1,413)  (4,177)  (4,182)

Other income, net

  9   76   47   76 

Total other expense, net

  (1,119)  (1,045)  (3,350)  (3,232)

Loss before income taxes

  (1,690)  (1,877)  (6,638)  (9,689)

Income tax expense

  116   78   383   176 

Net loss

  (1,806)  (1,955)  (7,021)  (9,865)

Net (loss) income attributable to non-controlling interest

  (21)  29   115   47 

Net loss attributable to stockholders

 $(1,785) $(1,984) $(7,136) $(9,912)
                 

Loss per share:

                

Basic and diluted

 $(0.04) $(0.05) $(0.16) $(0.24)

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

3

 

 

APYX MEDICAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

(In thousands)

 

          

Additional

      

Non-

     
  

Common Stock

  

Paid-In

  

Accumulated

  

controlling

  

Total

 
  

Shares

  

Par Value

  

Capital

  

Deficit

  

Interest

  

Equity

 

Balance at December 31, 2024

  37,794  $38  $92,083  $(77,911) $125  $14,335 

Contributions from non-controlling interest

  —   —   —   —   30   30 

Stock-based compensation

  —   —   451   —   —   451 

Net loss

  —   —   —   (4,150)  (22)  (4,172)

Balance at March 31, 2025

  37,794  $38  $92,534  $(82,061) $133  $10,644 

Contributions from non-controlling interest

  —   —   —   —   30   30 

Stock-based compensation

  —   —   520   —   —   520 

Net (loss) income

  —   —   —   (3,778)  40   (3,738)

Balance at June 30, 2025

  37,794  $38  $93,054  $(85,839) $203  $7,456 

Shares issued on stock options exercised for cash

  25   —   49   —   —   49 

Stock-based compensation

  —   —   530   —   —   530 

Net (loss) income

  —   —   —   (1,984)  29   (1,955)

Balance at September 30, 2025

  37,819  $38  $93,633  $(87,823) $232  $6,080 

 

 

          

Additional

      

Non-

     
  

Common Stock

  

Paid-In

  

Accumulated

  

controlling

     
  

Shares

  

Par Value

  

Capital

  

Deficit

  

Interest

  

Total

 

Balance at December 31, 2025

  41,786  $42  $103,620  $(89,122) $291  $14,831 

Shares issued on stock options exercises for cash

  49   —   88   —   —   88 

Shares issued on net settlement of stock options

  33   —   —   —   —   — 

Stock-based compensation

  —   —   312   —   —   312 

Net loss

  —   —   —   (2,108)  (35)  (2,143)

Balance at March 31, 2026

  41,868  $42  $104,020  $(91,230) $256  $13,088 

Shares issued on net settlement of stock options

  98   —   —   —   —   — 

Stock-based compensation

  150   —   1,074   —   —   1,074 

Net (loss) income

  —   —   —   (3,243)  171   (3,072)

Balance at June 30, 2026

  42,116  $42  $105,094  $(94,473) $427  $11,090 

Shares issued on net settlement of stock options

  8   —   —   —   —   — 

Stock-based compensation

  —   —   753   —   —   753 

Net loss

  —   —   —   (1,785)  (21)  (1,806)

Balance at September 30, 2026

  42,124  $42  $105,847  $(96,258) $406  $10,037 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

4

 

 

APYX MEDICAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

  

Nine Months Ended September 30,

 
  

2026

  

2025

 

Cash flows from operating activities

        

Net loss

 $(7,021) $(9,865)

Adjustments to reconcile net loss to net cash used in operating activities:

        

Depreciation and amortization

  585   434 

Provision for inventory obsolescence

  146   205 

Loss on disposal of property and equipment

  —   19 

Stock-based compensation

  2,139   1,501 

Allowance for credit losses

  166   286 

Non-cash lease expense

  48   68 

Non-cash interest expense

  724   714 

Changes in operating assets and liabilities:

        

Trade receivables

  1,618   2,577 

Prepaid expenses and other assets

  113   9 

Inventories

  (3,484)  (1,585)

Accounts payable

  490   510 

Accrued expenses and other liabilities

  (1,220)  (344)

Net cash used in operating activities

  (5,696)  (5,471)

Cash flows from investing activities

        

Purchases of property and equipment

  (391)  (839)

Net cash used in investing activities

  (391)  (839)

Cash flows from financing activities

        

Proceeds from stock option exercises

  88   49 

Repayment of finance lease liabilities

  (15)  (14)

Contributions from non-controlling interest

  —   60 

Net cash provided by financing activities

  73   95 

Effect of exchange rates on cash

  51   (391)

Net change in cash and cash equivalents

  (5,963)  (6,606)

Cash and cash equivalents, beginning of period

  31,740   31,741 

Cash and cash equivalents, end of period

 $25,777  $25,135 

Cash paid for:

        

Interest

 $3,453  $3,472 

Income taxes

 $236  $80 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

5

 

APYX MEDICAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 1.     BASIS OF PRESENTATION

 

Apyx Medical Corporation (“Company”, “Apyx”, “it” and similar terms) was incorporated in 1982, under the laws of the State of Delaware and has its principal executive office at 5115 Ulmerton Road, Clearwater, FL 33760.

 

The Company is a surgical aesthetics company with a passion for elevating people’s lives through innovative products, including its Helium Plasma Platform Technology products marketed and sold as Renuvion® and the AYON Body Contouring SystemTM in the cosmetic surgery market and J-Plasma® in the hospital surgical market. Renuvion and J-Plasma offer surgeons a unique ability to provide controlled heat to tissue to achieve their desired results. The AYON Body Contouring SystemTM is an FDA-cleared, surgeon-designed body contouring system that combines precision, versatility, and innovation in an all-in-one platform. It seamlessly integrates fat removal, closed loop contouring, and Renuvion’s tissue contraction and electrosurgical capabilities, empowering surgeons to deliver comprehensive body contouring treatments for patients. The Company also leverages its deep expertise and decades of experience in unique waveforms through OEM agreements with other medical device manufacturers.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, please refer to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended  December 31, 2025. In the opinion of management these condensed consolidated financial statements reflect all adjustments that are necessary for a fair presentation of results of consolidated operations and financial condition for the interim periods shown, including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year.

 

Reclassifications

 

The Company has reclassified certain amounts presented in the prior period to conform to the current period presentation. These reclassifications had no impact on previously reported net loss, accumulated deficit or cash flows for the periods presented.  

 

Liquidity

 

The Company has incurred recurring net losses and cash outflows from operations and anticipates that losses will continue, at least, in the near term. The Company plans to continue to fund its operations and capital funding needs through existing cash, sales of its products and, if necessary, additional equity and/or debt financing. However, the Company cannot be certain that additional financing will be available when needed or that, if available, financing will be obtained on acceptable terms. The sale of additional equity would result in dilution to its stockholders. Incurring additional debt financing would result in further debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that would restrict operations. If the Company is unable to raise additional capital in sufficient amounts or on acceptable terms, it may be necessary to delay, limit, reduce, or terminate sales, marketing and product development. Any of these actions could harm the business, results of operations and prospects.

 

Recent Business Developments

 

On May 11, 2026, the Company announced it had received expanded 510(k) clearance from the U.S. Food and Drug Administration (the “FDA”) for the AYON Body Contouring System™ (“AYON”) to include power liposuction, an advanced form of liposuction that uses a reciprocating cannula to enhance efficiency of fat removal to reduce a surgeon’s effort and operating room time. The Company commenced a limited commercial launch of power liposuction at the end of June 2026 and full commercial launch during the third quarter 2026.

 

6

 
APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 
 

NOTE 2.     RECENT ACCOUNTING PRONOUNCEMENTS

 

In  November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity's expenses to help investors (a) better understand the entity's performance, (b) better assess the entity's prospects for future cash flows, and (c) compare an entity's performance over time and with that of other entities. The amendments in this ASU are effective for fiscal years beginning after  December 15, 2026 and interim periods within fiscal years beginning after  December 15, 2027. The Company is currently evaluating the impact of adoption of this standard on its consolidated financial statements.

 

No other new accounting pronouncement issued or effective during the fiscal year are expected to have a material impact on the Company’s condensed consolidated financial statements or disclosures.

 

NOTE 3.     INVENTORIES

 

Inventories consisted of the following:

 

  

September 30,

  

December 31,

 

(In thousands)

 

2026

  

2025

 

Raw materials

 $5,502  $4,885 

Work in process

  2,953   2,195 

Finished goods

  4,664   2,729 

Gross inventories

  13,119   9,809 

Less: provision for obsolescence

  (1,169)  (1,207)

Inventories, net

 $11,950  $8,602 
  
 

NOTE 4.     ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other current liabilities consisted of the following:

 

  

September 30,

  

December 31,

 

(in thousands)

 

2026

  

2025

 

Accrued payroll

 $1,295  $633 

Accrued bonuses

  —   1,749 

Accrued commissions

  1,072   958 

Accrued product warranties

  470   434 

Accrued product liability claim insurance deductibles

  2,028   2,263 

Accrued professional fees

  546   320 

Short-term contract liabilities

  631   643 

Other accrued expenses and current liabilities

  830   1,214 

Total accrued expenses and other current liabilities

 $6,872  $8,214 

 

7

APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 
 

NOTE 5.     DEBT

 

The Company’s outstanding debt with Perceptive Credit Holdings IV, LP (“Perceptive”) (as initial lender and administrative agent) (“Perceptive Credit Agreement”) at  September 30, 2026 and December 31, 2025 bears interest at a floating rate based on one-month SOFR, subject to a floor of 5.0%, plus 7.0% (12.0% at September 30, 2026). Included in interest expense for the three and nine months ended September 30, 2026 are $66,000 and $197,000, respectively, of amortization of debt issuance costs and $179,000 and $527,000, respectively, of amortization of debt discounts. Included in interest expense for the three and nine months ended September 30, 2025 are $66,000 and $196,000, respectively, of amortization of debt issuance costs and $176,000 and $518,000, respectively, of amortization of debt discounts.

 

On November 7, 2024, the Company entered into an amendment to the Perceptive Credit Agreement. The amendment reduced the financial covenant trailing twelve-month revenue targets relating to its Surgical Aesthetics segment, formerly known as Advanced Energy (tested quarterly), with amended year-end targets of $52.4 million and $60.3 million for 2026 and 2027, respectively. The amendment also introduced a maximum operating expense financial covenant, with a full year target of $45.0 million for 2026. The Perceptive Credit Agreement, as amended, contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its subsidiaries, among other things, to incur debt, grant liens, make distributions, enter certain restrictive agreements, pay or modify subordinated debt, dispose of assets, make investments and acquisitions, enter into certain transactions with affiliates, and undergo certain fundamental changes, in each case, subject to limitations and exceptions set forth in the Perceptive Credit Agreement. Additionally, the Company must maintain a balance of $3.0 million in cash and cash equivalents during the term of the Perceptive Credit Agreement. As of September 30, 2026, the Company was in compliance with the financial covenants contained within the Perceptive Credit Agreement, as amended. The Company’s continued compliance with covenants is subject to meeting or exceeding forecasted Surgical Aesthetics revenues, as amended, and controlling operating expenses.

 

Monthly principal payments on the Perceptive Credit Agreement commence in November 2027 at 3% of the outstanding balance through maturity in November 2028.

 

In connection with the amendment to the Perceptive Credit Agreement, the Company issued Perceptive 150,000 shares of its common stock. 

 

In connection with the Company’s initial loan under the Perceptive Credit Agreement, the Company issued Perceptive warrants to purchase up to 1,250,000 shares of its common stock, with an exercise price of $2.43 per share. 

 

The Company’s term loan under the Perceptive Credit Agreement, net consists of the following:

 

  

September 30,

  

December 31,

 

(In thousands)

 

2026

  

2025

 

Term loan

 $37,500  $37,500 

Unamortized debt issuance costs

  (520)  (717)

Unamortized debt discount

  (1,407)  (1,934)

Term loan, net

 $35,573  $34,849 

 

As of September 30, 2026, principal repayments on the debt are as follows:

 

(In thousands)

    

2026

 $— 

2027

  2,216 

2028

  35,284 

Total repayments

 $37,500 

 

 

NOTE 6.     CHINA JOINT VENTURE

 

In 2019, the Company executed a joint venture agreement with its Chinese supplier (the “China JV”) whereby the Company has a 51% ownership interest. The agreement required the Company to make capital contributions of approximately $357,000 into the newly formed entity, which were made in prior years. In June 2023, the Company executed an amendment to the joint venture agreement to increase the amount of its registered capital. The amendment requires the Company to make additional capital contributions to the China JV of $408,000, of which $214,000 has been made as of September 30, 2026. During May 2025, the China JV executed a distribution agreement with a Chinese distributor and commenced operations during the second quarter of 2025. 

 

During 2024, the Company determined that the contributions made to the China JV to date are not sufficient for the China JV to fund expected losses without additional subordinated financial support. Accordingly, the Company has determined that the China JV is a variable interest entity (“VIE”). The Company has determined that because it has the sole right to direct the activities of the China JV that most significantly impact its economic performance, and as the majority owner, has the obligation to absorb losses of the VIE and the right to receive benefits from the VIE that are significant to the China JV, that the Company is the primary beneficiary of the VIE. Accordingly, the China JV has been consolidated in these consolidated financial statements.

 

8

APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 

The China JV is organized as a limited liability company under the laws of the People’s Republic of China, accordingly the Company’s exposure to losses in the China JV is limited to the Company’s registered capital in the China JV, which is equal to the sum of the required capital contributions above. As the China JV is not currently sufficiently capitalized, the assets of the China JV are not available to settle obligations of the Company.

 

The following table summarizes the assets and liabilities of the China JV, a consolidated variable interest entity, included in the Company’s consolidated balance sheets at September 30, 2026 and December 31, 2025, respectively:

 

  

September 30,

  

December 31,

 
  

2026

  

2025

 

(In thousands)

        

Cash and cash equivalents

 $213  $383 

Trade accounts receivable

  373   213 

Inventories

  65   31 

Prepaid expenses and other current assets

  6   12 

Property and equipment, net

  207   225 
         

Accounts payable

  —   186 

Accrued expenses and other current liabilities

  42   63 

 

Changes in the Company’s ownership investment in the China JV were as follows:

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 

(In thousands)

 

2026

  

2025

  

2026

  

2025

 

Beginning interest in China JV

 $444  $210  $303  $130 

Contributions

  —   —   —   61 

Net (loss) income attributable to Apyx

  (21)  31   120   50 

Ending interest in China JV

 $423  $241  $423  $241 

  

 

NOTE 7.     EARNINGS (LOSS) PER SHARE

 

Basic earnings (loss) per share (“basic EPS”) is computed by dividing the net income or loss by the weighted average number of common shares outstanding for the reporting period. Diluted earnings (loss) per share (“diluted EPS”) gives effect to all dilutive potential shares outstanding. As the Company is in a net loss position for all periods presented, all potential shares outstanding are anti-dilutive. The following table provides the computation of basic and diluted loss per share.

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 

(in thousands, except per share data)

 

2026

  

2025

  

2026

  

2025

 

Numerator:

                

Net loss attributable to stockholders

 $(1,785) $(1,984) $(7,136) $(9,912)
                 

Denominator:

                

Weighted average shares outstanding - basic and diluted

  44,045   40,748   43,880   40,735 
                 

Loss per share:

                

Basic and diluted

 $(0.04) $(0.05) $(0.16) $(0.24)
                 

Anti-dilutive instruments excluded from diluted loss per common share:

                

Options

  8,165   8,327   8,165   8,327 

Warrants

  1,500   1,500   1,500   1,500 

Restricted stock units

  300   —   300   — 

 

During November 2024, the Company sold pre-funded warrants to purchase 2,934,690 shares of its Common Stock, of which 1,923,623 remain outstanding and unexercised at September 30, 2026. Unexercised pre-funded warrants are included in weighted average shares outstanding in the calculation of basic and diluted loss per share.

 

9

APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 
 

NOTE 8.     STOCK-BASED COMPENSATION

 

Under the Company’s stock option plans, the Board of Directors may grant restricted stock and options to purchase common shares to the Company’s employees, officers, directors and consultants. The Company accounts for stock options in accordance with FASB ASC Topic 718, Compensation - Stock Compensation, with stock-based compensation expense recognized over the vesting period based on the fair value on the grant date utilizing the Black-Scholes model, which includes a number of estimates that affect the grant date fair value and the amount of expense to recognize.

 

The Company recognized approximately $753,000 and $2,139,000, respectively, in stock-based compensation expense during the three and nine months ended September 30, 2026, as compared with $530,000 and $1,501,000, respectively, for the three and nine months ended September 30, 2025.

 

Stock option activity is summarized as follows:

      

Weighted average

 
  

Number of options

  

exercise price

 

Outstanding at December 31, 2025

  7,579,377  $4.54 

Granted

  1,027,626  $4.65 

Exercised

  (302,586) $1.88 

Canceled and forfeited

  (138,923) $5.14 

Outstanding at September 30, 2026

  8,165,494  $4.64 

 

The Company allows stock option holders to exercise stock-based awards by surrendering stock-based awards with an intrinsic value equal to the cumulative exercise price of the stock-based awards being exercised, referred to as net settlements. These surrenders are included in stock options exercised in the stock options activity above. For the three and nine months ended September 30, 2026, respectively, the Company received 10,304 and 114,509 options as payment in the exercise of 7,693 and 139,077 options. There were no such exercises for the three and nine months ended September 30, 2025. 

 

Common shares required to be issued upon the exercise of stock options would be issued from authorized and unissued shares. The Company calculated the grant date fair value of options granted in 2026 (“2026 Grants”) utilizing a Black-Scholes model.

 

  

2026 Grants

 

Strike price

 $4.65 

Risk-free rate

  4.25%

Expected dividend yield

  — 

Expected volatility

  98.1%

Expected term (in years)

  6 

Grant date fair value

 $3.71 

 

On June 11, 2026, the Company executed a letter agreement with Stavros Vizirgianakis, pursuant to which Mr. Vizirgianakis was appointed as Executive Chairman of the Company’s Board of Directors. In connection with the agreement, the Company granted Mr. Vizirgianakis 450,000 restricted stock units (“RSUs”). 150,000 RSUs vested immediately on June 11, 2026 (the “Grant Date”); 150,000 RSUs will begin vesting on the first anniversary of the Grant Date and will vest ratably over the 12-month period beginning on such date in equal monthly installments; and 150,000 RSUs will begin vesting on the second anniversary of the Grant Date and will vest ratably over the 12-month period beginning on such date in equal monthly installments. The RSUs have a fair value of $4.65, the closing price of the Company’s stock on the Grant Date.

 

 

NOTE 9.     INCOME TAXES

 

Income tax expense was approximately $116,000 and $78,000 with effective tax rates of (6.9)% and (4.2)% for the three months ended September 30, 2026 and 2025, respectively. Income tax expense was approximately $383,000 and $176,000 with effective tax rates of (5.8)% and (1.8)% for the nine months ended September 30, 2026 and 2025, respectively. For the three and nine months ended  September 30, 2026 and 2025, the effective rate differs from the statutory rate primarily due to the full valuation allowance recorded on the net operating loss (“NOL”) and net deferred tax assets generated during the periods. 

   

10

APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 
 

NOTE 10.     COMMITMENTS AND CONTINGENCIES

 

Litigation

 

The medical device industry is characterized by frequent claims and litigation, and the Company may become subject to various claims, lawsuits and proceedings in the ordinary course of the business. Such claims may include claims by current or former employees, distributors and competitors, claims concerning the marketing and promotion of the Company’s products and product liability claims.

 

The Company is involved in a number of legal actions relating to the use of its Helium Plasma Platform Technology, which actions are being defended by the Company’s insurance carrier-appointed counsel. The outcomes of these legal actions are not within the Company’s control and may not be known for prolonged periods of time. Management has not yet received from carrier-appointed defense counsel the estimates of the net potential range of losses in all of these cases, as would be required to confirm whether all of the claims in total are adequately covered by the varying levels of aggregate insurance coverage available for each relevant insurance policy period. Notwithstanding the foregoing, in the opinion of management, the Company has meritorious defenses, and such claims are not expected, individually or in the aggregate, to result in a material, adverse effect on its financial condition, results of operations and cash flows. However, in the event that damages exceed the aggregate coverage limits of the Company’s policies or if its insurance carriers disclaim coverage, management believes it is possible that costs associated with these claims could have a material adverse impact on the consolidated financial condition, results of operations and cash flows.

 

The Company accrues a liability in its condensed consolidated financial statements for these actions when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is recorded. If a loss is reasonably possible, but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed in the notes to the consolidated financial statements. In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded, actual results may differ from these estimates.

 

During 2022, the Company was notified of certain procedures alleged to have been performed by the same physician and which are currently the subject of two related products liability cases within the courts. During 2023, the Company was notified by its insurance carriers that all or most of the ten individual plaintiff’s allegations could be subject to separate deductibles notwithstanding the commonality of each underlying occurrence. During March 2024, two of the plaintiffs' claims were dismissed by the courts. Additionally, during 2024, the Company determined that one of the procedures was performed by a different physician. The Company has determined that a loss, comprised of estimated costs to defend the Company against the lawsuits, is probable and that the range of estimated losses is approximately $1,950,000. The Company recorded an estimated loss of $1,450,000 related to these matters during 2022, $200,000 related to these matters during 2024 and $300,000 related to these matters during 2025. 

 

During March 2024, the Company was named as a defendant in a number of product liability lawsuits filed under the direction of a single plaintiff’s tort firm alleging off-label use of Renuvion products and the Company’s mismarketing of the same. The suits are venued predominantly in Florida and nearly all involve procedures conducted prior to 2023, which was before the Company received FDA 510k clearance for the use of Renuvion in the types of procedures at issue. The Company denies liability and intends to vigorously defend these suits and believes that it has applicable substantive and procedural defenses. The Company has determined that a loss, comprised of estimated costs to defend the Company against the lawsuits, is probable and currently estimates the range of losses in connection with these matters to be between $1,625,000 and $1,825,000. The Company recorded an estimated loss of $1,300,000 related to these matters during 2023 and $325,000 related to these matters during 2025. The Company has also determined that there is a reasonable possibility that there will be an additional loss related to these matters, but the Company is unable to provide an estimate of the range of such additional loss at this time.

 

On July 20, 2026, a patent infringement lawsuit was filed against the Company in the United States District Court for the District of Maryland. The complaint alleges that certain Company products infringe upon certain patents and seeks unspecified monetary damages and injunctive relief. The Company intends to defend itself vigorously against this lawsuit. The Company has determined that a loss, comprised of estimated costs in attorney’s fees to defend the Company against the lawsuit, is probable and currently estimates the probable loss at $100,000. The Company recorded an estimated loss of $100,000 related to these matters during 2026. The Company has also determined that it is possible that there will be an additional loss related to these matters, but the Company is unable to provide an estimate of the range of such additional loss at this time.

 

Purchase Commitments

 

At September 30, 2026, the Company had purchase commitments totaling approximately $3.9 million, substantially all of which is expected to be purchased within the next twelve months.

 

11

APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 

IEEPA Tariffs

 

On February 20, 2026, the U.S. Supreme Court issued a ruling that tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) on goods imported into the U.S. were unauthorized. Following this ruling, and effective on April 20, 2026, the U.S. Customs and Border Protection launched a platform for importers of record to begin submitting IEEPA tariff refund requests.

 

The Company has applied a gain contingency model in accordance with ASC 450-30, “Gain Contingencies” to account for potential recoveries of previously paid IEEPA tariffs. Under this model, a gain contingency is not recognized in the financial statements until the gain is realized or realizable. The Company has applied for tariff refunds but has not received any refund payments during the nine months ended September 30, 2026, and accordingly, given the uncertainty regarding the amount or timing of collection, the Company will record the refunds as they are received.

 

 

NOTE 11.     RELATED PARTY TRANSACTIONS

 

Certain relatives of Nikolay Shilev, Apyx Bulgaria’s Managing Director, are considered related parties. Teodora Shileva, Mr. Shilev’s spouse, is an employee of the Company working in the accounting department. Svetoslav Shilev, Mr. Shilev’s son, is a quality manager in the quality assurance department.

 

The partner in the Company’s China JV is also a supplier to the Company. During the three months ended September 30, 2026 and 2025, the Company made purchases from this supplier of approximately $410,000 and $588,000, respectively. During the nine months ended September 30, 2026 and 2025, the Company made purchases from this supplier of approximately $1,652,000 and $958,000, respectively. At September 30, 2026 and December 31, 2025, respectively, the Company had net payables to this supplier of approximately $108,000 and $372,000, respectively.

 

12

APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 
 

NOTE 12.     GEOGRAPHIC AND SEGMENT INFORMATION

 

Operating segments are aggregated into reportable segments only if they exhibit similar economic characteristics. In addition to similar economic characteristics, the Company also considers the following factors in determining the reportable segments: the nature of business activities, the management structure directly accountable to its Chief Operating Decision Maker (“CODM”) for operating and administrative activities, availability of discrete financial information and information presented to the Board of Directors and investors. Charles D. Goodwin, CEO, is the Company's CODM. The CODM uses gross profit to assess segment performance and allocate resources, including employees and capital resources. The Company has included additional financial measures regularly reported to the CODM on a segment basis in the tables below along with a reconciliation between these measures and net income (loss). All other operating expenses are not regularly reported to the CODM on a segment basis. Asset information is not reviewed by the CODM by segment and is not available by segment. Accordingly, the Company has not presented a measure of assets by segment.

 

The Company’s reportable segments are disclosed as principally organized and managed as two operating segments: Surgical Aesthetics, formerly known as Advanced Energy, and OEM. “Corporate & Other” includes certain unallocated corporate and administrative costs which were not specifically attributed to any reportable segment. The Surgical Aesthetics segment is comprised primarily of sales of its Helium Plasma Technology products marketed and sold as Renuvion and the AYON Body Contouring System in the cosmetic surgery market. Renuvion and J-Plasma offer surgeons a unique ability to provide controlled heat to tissue to achieve their desired results. These sales consist of electrosurgical generators, single-use handpieces, accessories and related products sold in the cosmetic surgical market. The AYON Body Contouring System is an FDA-cleared, surgeon-designed body contouring system that combines precision, versatility, and innovation in an all-in-one platform. It seamlessly integrates fat removal, closed loop contouring, and Renuvion’s tissue contraction and electrosurgical capabilities, empowering surgeons to deliver comprehensive body contouring treatments for patients. The OEM segment is comprised primarily of sales related to the development and contract manufacturing of surgical devices, accessories and handpieces. 

 

Summarized financial information with respect to reportable segments is as follows:

 

  

Three Months Ended September 30, 2026

 

(In thousands)

 

Surgical Aesthetics

  

OEM

  

Corporate & Other

  

Total

 

Sales, net

 $12,970  $1,060  $—  $14,030 

Cost of sales

  4,090   939   —   5,029 

Gross profit

  8,880   121   —   9,001 
                 

Commissions

  1,017   —   —   1,017 

All other expenses(i)

  4,876   —   3,679   8,555 

Income (loss) from operations

  2,987   121   (3,679)  (571)

Interest income

  —   —   286   286 

Interest expense

  —   —   (1,414)  (1,414)

Other income, net

  —   —   9   9 

Income (loss) before income taxes

  2,987   121   (4,798)  (1,690)

Income tax expense

  —   —   116   116 

Net income (loss)

 $2,987  $121  $(4,914) $(1,806)

 

  

Three Months Ended September 30, 2025

 

(In thousands)

 

Surgical Aesthetics

  

OEM

  

Corporate & Other

  

Total

 

Sales, net

 $11,065  $1,812  $—  $12,877 

Cost of sales

  3,438   1,142   —   4,580 

Gross profit

  7,627   670   —   8,297 
                 

Commissions

  1,255   —   —   1,255 

All other expenses(i)

  4,477   3   3,394   7,874 

Income (loss) from operations

  1,895   667   (3,394)  (832)

Interest income

  —   —   292   292 

Interest expense

  —   —   (1,413)  (1,413)

Other income, net

  —   —   76   76 

Income (loss) before income taxes

  1,895   667   (4,439)  (1,877)

Income tax expense

  —   —   78   78 

Net income (loss)

 $1,895  $667  $(4,517) $(1,955)

 

13

APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 
  

Nine Months Ended September 30, 2026

 

(In thousands)

 

Surgical Aesthetics

  

OEM

  

Corporate & Other

  

Total

 

Sales, net

 $36,090  $4,314  $—  $40,404 

Cost of sales

  11,087   3,521   —   14,608 

Gross profit

  25,003   793   —   25,796 
                 

Commissions

  3,230   —   —   3,230 

All other expenses(i)

  14,939   15   10,900   25,854 

Income (loss) from operations

  6,834   778   (10,900)  (3,288)

Interest income

  —   —   780   780 

Interest expense

  —   —   (4,177)  (4,177)

Other income, net

  —   —   47   47 

Income (loss) income before income taxes

  6,834   778   (14,250)  (6,638)

Income tax expense

  —   —   383   383 

Net income (loss)

 $6,834  $778  $(14,633) $(7,021)

 

  

Nine Months Ended September 30, 2025

 

(In thousands)

 

Surgical Aesthetics

  

OEM

  

Corporate & Other

  

Total

 

Sales, net

 $28,622  $5,058  $—  $33,680 

Cost of sales

  8,530   4,105   —   12,635 

Gross profit

  20,092   953   —   21,045 
                 

Commissions

  3,046   —   —   3,046 

All other expenses(i)

  14,474   13   9,969   24,456 

Income (loss) from operations

  2,572   940   (9,969)  (6,457)

Interest income

  —   —   874   874 

Interest expense

  —   —   (4,182)  (4,182)

Other income, net

  —   —   76   76 

Income (loss) before income taxes

  2,572   940   (13,201)  (9,689)

Income tax expense

  —   —   176   176 

Net income (loss)

 $2,572  $940  $(13,377) $(9,865)

 

(i) For the Surgical Aesthetics segment, all other expenses includes salaries and related costs, research and development, professional services, including marketing and physician consulting, and other selling, general, and administrative expenses such as travel and entertainment, advertising, trade show fees and meeting and training costs. For the OEM segment, substantially all related expenses are recorded as cost of sales, therefore no significant segment specific operating expenses are incurred. For Corporate & Other, all other expenses includes salaries and related costs, professional services, including legal, accounting and audit fees, investor relations consulting, information technology consulting, board of directors’ stock compensation expense, and general and administrative expenses, such as insurance, building lease costs, depreciation and computer software.

 

14

APYX MEDICAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued
(Unaudited)
 

International sales represented approximately 30.8% and 32.6% of total revenues for the three and nine months ended September 30, 2026, respectively, as compared with approximately 27.5% and 29.2% of total revenues for the three and nine months ended September 30, 2025, respectively. 

 

Sales by geographic region, based on the customer's “ship to” location on the invoice, are as follows:

 

  

Three Months Ended

  

Nine Months Ended

 
  

September 30,

  

September 30,

 

(In thousands)

 

2026

  

2025

  

2026

  

2025

 

Sales by Domestic and International

                

Domestic

 $9,703  $9,332  $27,223  $23,851 

International

  4,327   3,545   13,181   9,829 

Total

 $14,030  $12,877  $40,404  $33,680 

 

Tangible long-lived assets by geographic location are as follows:
 
  September 30,  December 31, 

(In thousands)

 

2026

  

2025

 

Long-lived assets by Domestic and International

        

Domestic

 $5,240  $5,614 

International

  845   1,003 

Total

 $6,085  $6,617 
 

 

 

15

   
 

APYX MEDICAL CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with our financial statements and related notes contained elsewhere in this report and with the audited consolidated financial statements and footnotes as of and for the year ended December 31, 2025 contained within our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 10, 2026. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors discussed in this report and those discussed in other documents we file with the SEC. In light of these risks, uncertainties and assumptions, readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements represent beliefs and assumptions as of the date of this report. While we may elect to update forward-looking statements and at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change. Past performance does not guarantee future results.

 

Executive Level Overview

 

We are a surgical aesthetics company with a passion for elevating people’s lives through innovative products, including our Helium Plasma Platform Technology products marketed and sold as Renuvion® and the AYON Body Contouring SystemTM in the cosmetic surgery market and J-Plasma® in the hospital surgical market. Renuvion and J-Plasma offer surgeons a unique ability to provide controlled heat to tissue to achieve their desired results. The AYON Body Contouring SystemTM is an FDA-cleared, surgeon-designed body contouring system that combines precision, versatility, and innovation in an all-in-one platform. It seamlessly integrates fat removal, closed loop contouring, and Renuvion’s tissue contraction and electrosurgical capabilities, empowering surgeons to deliver comprehensive body contouring treatments for patients. We also leverage our deep expertise and decades of experience in unique waveforms through OEM agreements with other medical device manufacturers.

 

We operate in two business segments: OEM and Surgical Aesthetics, formerly known as Advanced Energy. The OEM segment is primarily development and manufacturing contracts and product driven. The Surgical Aesthetics segment sells both capital equipment and consumables in the form of a single-use handpiece. Sales of handpiece units are a substantial portion of our business and for the nine months ended September 30, 2026 and 2025, we sold approximately 68,000 and 63,000 units, respectively. In the U.S., handpiece revenue accounts for more than 50% of our total Surgical Aesthetics revenue.

 

Glucagon- like peptide -1 receptor agonists (“GLP-1s”), such as Mounjaro®, Wegovy® and Ozempic®, are prescribed for the treatment of diabetes and/or weight loss in combination with exercise to improve glycemic control. GLP-1s have also been found to mimic the GLP-1 satiety hormone in our bodies. When one eats, GLP-1 is released in the small intestines regulating blood sugar and sending signals to the brain centers that control appetite. Studies have shown patients taking GLP-1’s have experienced a significant loss of body weight.

 

The GLP market continues to rapidly evolve from a niche, high priced injectable drug segment to a broad competitive and increasingly accessible metabolic health platform. Recent approvals are expanding indications (beyond diabetes into obesity and cardiovascular risk) are significantly increasing the addressable market, while the emergence of oral versions is lowering barriers to adoption and bringing these therapies into more mainstream, primary care use. At the same time, growing competition and policy pressure are driving prices down, shifting the market from a premium, supply-constrained model to one focused on volume and access. Overall, we believe the landscape is moving toward large-scale, chronic use with wider patient reach, more treatment options, and intensifying competition shaping both innovation and affordability.

 

We believe the increased use of GLP-1s had an initial negative impact on revenue for plastic and cosmetic surgeons and created uncertainty in the aesthetic space. However, we believe, that the use of these drugs will have a ripple effect which will drive people towards plastic surgery and may provide a tailwind for sales of our Renuvion products. Rapid weight loss caused by these drugs can contribute to loose skin. To address this, the cosmetic surgery market focuses on body contouring. Body contouring is a customizable treatment for patients to target specific fat deposits, engage in the transfer of fat, and treatments to address loose or lax skin. Renuvion is the only FDA-cleared device for the treatment of this issue post liposuction. Additionally, Renuvion may be used to treat skin laxity without the use of liposuction, potentially increasing the total available market for our products.

 

Recent Activities

 

On May 11, 2026, we announced that we received expanded 510(k) clearance from the U.S. Food and Drug Administration (the “FDA”) for the AYON Body Contouring System™ (“AYON”) to include power liposuction, an advanced form of liposuction that uses a reciprocating cannula to enhance efficiency of fat removal to reduce a surgeon’s effort and operating room time. We commenced a limited commercial launch of power liposuction at the end of June 2026 and a full launch during the third quarter 2026.

 

 

16

APYX MEDICAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

 

Liquidity

 

We have incurred recurring net losses and cash outflows from operations and we anticipate that losses will continue in the near term. We plan to continue to fund our operations and capital funding needs through existing cash, sales of our products and, if necessary, additional equity and/or debt financing. However, we cannot be certain that additional financing will be available when needed or that, if available, financing will be obtained on terms acceptable to us. The sale of additional equity would result in dilution to our stockholders. Incurring additional debt financing would result in further debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. If we are unable to raise additional capital in sufficient amounts or on acceptable terms, it may be necessary to delay, limit, reduce, or terminate our sales, marketing and product development. Any of these actions could harm our business, prospects and results of operations.

 

Inflation

 

The consequences of global supply chain instability, inflationary cost increases, potential and actual tariffs, and their adverse impact to the global economy, continue to evolve. Accordingly, the significance of the future impact to our business and financial statements remains subject to significant uncertainty. We continue to work on initiatives to mitigate the effects of inflation, including finding alternative suppliers that meet our quality standards, streamlining our supplier network to reduce the use of middlemen and redesigning some components to achieve better volume purchase prices. Inflation has not, to date, materially impacted our operations or financial performance. However, as these trends continue for raw materials, freight, and labor costs, our future financial performance could be adversely impacted.

 

Operating Segments

 

In regard to our operating segments, results are aggregated into reportable segments only if they exhibit similar economic characteristics. In addition to similar economic characteristics, we also consider the following factors in determining the reportable segments: the nature of business activities, the management structure directly accountable to our chief operating decision maker for operating and administrative activities, availability of discrete financial information, and information presented to the Board of Directors and investors. Asset information is not reviewed by the CODM by segment and is not available by segment and, accordingly, we have not presented a measure of assets by reportable segment.

 

Our reportable segments are disclosed as principally organized and managed as two operating segments: Surgical Aesthetics and OEM. “Corporate & Other” includes certain unallocated corporate and administrative costs which are not specifically attributed to any reportable segment. The OEM segment is primarily development and manufacturing contract and product driven. All related expenses are recorded as cost of sales and therefore no segment specific operating expenses are incurred.

 

We strongly encourage investors to visit our website: www.apyxmedical.com to view the most current news and to review our filings with the Securities and Exchange Commission.

 

17

APYX MEDICAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

 

Results of Operations

 

Sales

 

   

Three Months Ended

           

Nine Months Ended

         
   

September 30,

           

September 30,

         

(In thousands)

 

2026

   

2025

   

Change

   

2026

   

2025

   

Change

 

Sales by Reportable Segment

                                               

Surgical Aesthetics

  $ 12,970     $ 11,065       17.2 %   $ 36,090     $ 28,622       26.1 %

OEM

    1,060       1,812       (41.5 )%     4,314       5,058       (14.7 )%

Total

  $ 14,030     $ 12,877       9.0 %   $ 40,404     $ 33,680       20.0 %
                                                 

Sales by Domestic and International

                                               

Domestic

  $ 9,703     $ 9,332       4.0 %   $ 27,223     $ 23,851       14.1 %

International

    4,327       3,545       22.1 %     13,181       9,829       34.1 %

Total

  $ 14,030     $ 12,877       9.0 %   $ 40,404     $ 33,680       20.0 %

 

Total revenue increased by 9.0%, or approximately $1.2 million, for the three months ended September 30, 2026 when compared with the three months ended September 30, 2025. Surgical Aesthetics segment sales increased 17.2%, or approximately $1.9 million, for the three months ended September 30, 2026 when compared with the three months ended September 30, 2025. The Surgical Aesthetics sales increase was driven by sales of AYON, as we commenced our commercial launch in the third quarter of 2025 and increased sales of generators internationally. These increases were partially offset by decreases in domestic sales of standalone generators and sales of single-use handpieces globally. OEM segment sales decreased 41.5%, or approximately $0.8 million, for the three months ended September 30, 2026 when compared with the three months ended September 30, 2025. The decrease in OEM sales was due to a decrease in sales volume to existing customers. With the increased focus on Surgical Aesthetics, we expect that OEM segment revenue will decrease for the year.

 

Total revenue increased by 20.0%, or approximately $6.7 million, for the nine months ended September 30, 2026 when compared with the nine months ended September 30, 2025. Surgical Aesthetics segment sales increased 26.1%, or approximately $7.5 million, for the nine months ended September 30, 2026 when compared with the nine months ended September 30, 2025. The Surgical Aesthetics sales increase was driven by sales of AYON, as we commenced our commercial launch in the third quarter of 2025, increased sales of generators internationally and increased volume of single-use handpieces in both domestic and international markets. These increases were partially offset by decreases in domestic sales of standalone generators. OEM segment sales decreased 14.7%, or approximately $0.7 million, for the nine months ended September 30, 2026 when compared with the nine months ended September 30, 2025.  The decrease in OEM sales was due to a decrease in sales volume to existing customers. With the increased focus on Surgical Aesthetics, we expect that OEM segment revenue will decrease for the year.

 

International sales represented 30.8% and 32.6% of total revenues for the three and nine months ended September 30, 2026 as compared with 27.5% and 29.2% of total revenues for the same periods in the prior year. Management estimates our products have been sold in more than 60 countries through local dealers, coordinated by our sales and marketing personnel through our facilities in Clearwater, Florida and Sofia, Bulgaria.

 

Gross Profit

 

   

Three Months Ended

           

Nine Months Ended

         
   

September 30,

           

September 30,

         

(In thousands)

 

2026

   

2025

   

Change

   

2026

   

2025

   

Change

 

Cost of sales

  $ 5,029     $ 4,580       9.8 %   $ 14,608     $ 12,635       15.6 %

Percentage of sales

    35.8 %     35.6 %             36.2 %     37.5 %        

Gross profit

  $ 9,001     $ 8,297       8.5 %   $ 25,796     $ 21,045       22.6 %

Percentage of sales

    64.2 %     64.4 %             63.8 %     62.5 %        

 

Gross profit for the three months ended September 30, 2026, increased 8.5% to $9.0 million, compared to $8.3 million for the same period in the prior year. Gross margin for the three months ended September 30, 2026, was 64.2%, compared to 64.4% for the same period in 2025. The decrease in in gross margin for the three months ended September 30, 2026 from the prior year period is primarily attributable to geographic mix, with international sales comprising a higher percentage of total sales and product mix within both the Surgical Aesthetics and OEM segments. These decreases were partially offset by an increase due to mix between our segments, with Surgical Aesthetics comprising a higher percentage of total sales.

 

Gross profit for the nine months ended September 30, 2026, increased 22.6% to $25.8 million, compared to $21.0 million for the same period in the prior year. Gross margin for the nine months ended September 30, 2026, was 63.8%, compared to 62.5% for the same period in 2025. The increase in gross margin for the nine months ended September 30, 2026 from the prior year period is primarily attributable to mix between our segments with Surgical Aesthetics comprising a higher percentage of total sales. This was partially offset by geographic mix, with international sales comprising a higher percentage of total sales, product mix within the Surgical Aesthetics segment and tariffs that began affecting us in the second half of 2025.

 

We are seeking refunds of IEEPA tariffs paid; however, the ultimate amount, timing, and final resolution of any additional refunds remain uncertain pending the outcome of the ongoing litigation and related administrative processes. We did not receive any refund payments during the nine months ended September 30, 2026, and accordingly, given the uncertainty regarding the amount or timing of collection, we will record the refunds as they are received. Any tariff recoveries will be reflected as a reduction of cost of sales for inventory that has already been sold and as a reduction of the carrying value for unsold inventory. 

 

18

APYX MEDICAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

 

Other Costs and Expenses

 

Research and development

 

   

Three Months Ended

           

Nine Months Ended

         
   

September 30,

           

September 30,

         

(In thousands)

 

2026

   

2025

   

Change

   

2026

   

2025

   

Change

 

Research and development expense

  $ 849     $ 801       6.0 %   $ 2,407     $ 2,429       (0.9 )%

Percentage of sales

    6.1 %     6.2 %             6.0 %     7.2 %        

 

Research and development expenses increased 6.0% for the three months ended September 30, 2026, primarily due to higher compensation and benefits costs. 

 

Research and development expenses decreased 0.9% for the nine months ended September 30, 2026, primarily due to lower spending on our product development initiatives. This was partially offset by higher compensation and benefits costs.

 

Professional services

 

   

Three Months Ended

           

Nine Months Ended

         
   

September 30,

           

September 30,

         

(In thousands)

 

2026

   

2025

   

Change

   

2026

   

2025

   

Change

 

Professional services expense

  $ 1,148     $ 1,321       (13.1 )%   $ 3,614     $ 4,182       (13.6 )%

Percentage of sales

    8.2 %     10.3 %             8.9 %     12.4 %        

 

Professional services expense decreased 13.1% for the three months ended September 30, 2026, primarily due to a decrease in physician and marketing consulting expenses ($0.2 million).

 

Professional services expense decreased 13.6% for the nine months ended September 30, 2026, primarily due to decreases in physician and marketing consulting expenses ($0.6 million) and legal expense ($0.1 million). These decreases were partially offset by an increase in recruiting expense ($0.1 million). 

 

Salaries and related costs

 

   

Three Months Ended

           

Nine Months Ended

         
   

September 30,

           

September 30,

         

(In thousands)

 

2026

   

2025

   

Change

   

2026

   

2025

   

Change

 

Salaries and related expenses

  $ 3,595     $ 3,191       12.7 %   $ 10,222     $ 9,344       9.4 %

Percentage of sales

    25.6 %     24.8 %             25.3 %     27.7 %        

 

During the three months ended September 30, 2026, salaries and related expenses increased 12.7%, primarily due to increases in salaries and benefits to existing employees and certain additional employees in sales and marketing to support the launch of AYON ($0.3 million) and higher stock-based compensation expense ($0.1 million).

 

During the nine months ended September 30, 2026, salaries and related expenses increased 9.4%, primarily due to an increase in salaries and benefits to existing employees and certain additional employees in sales and marketing to support the launch of AYON ($1.0 million). This was partially offset by a decrease in stock-based compensation expense ($0.1 million).

 

19

APYX MEDICAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

 

Selling, general and administrative expenses

 

   

Three Months Ended

           

Nine Months Ended

         
   

September 30,

           

September 30,

         

(In thousands)

 

2026

   

2025

   

Change

   

2026

   

2025

   

Change

 

SG&A expense

  $ 3,980     $ 3,816       4.3 %   $ 12,841     $ 11,547       11.2 %

Percentage of sales

    28.4 %     29.6 %             31.8 %     34.3 %        

 

During the three months ended September 30, 2026, selling, general and administrative expense increased 4.3%, primarily due to increases in insurance expense, including claims on our policies ($0.2 million) and Executive Chairman of the Board of Directors stock-based compensation expense ($0.1 million). These increases were partially offset by a decrease in commissions ($0.2 million).

 

During the nine months ended September 30, 2026, selling, general and administrative expense increased 11.2%, primarily due to increases in Executive Chairman of the Board of Directors compensation stock-based expense ($0.8 million), commissions ($0.2 million), insurance expense, including claims on our policies ($0.1 million) and miscellaneous other expenses ($0.3 million). These increases were partially offset by a decrease in allowances for credit losses ($0.1 million).

 

Interest Income (Expense)

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 

(In thousands)

 

2026

   

2025

   

2026

   

2025

 

Interest income

  $ 286     $ 292     $ 780     $ 874  

Percentage of sales

    2.0 %     2.3 %     1.9 %     2.6 %

Interest expense

  $ (1,414 )   $ (1,413 )   $ (4,177 )   $ (4,182 )

Percentage of sales

    10.1 %     11.0 %     10.3 %     12.4 %

 

Interest income was flat at approximately $0.3 million for the three months ended September 30, 2026 and 2025. Interest income decreased approximately $0.1 million for the nine months ended September 30, 2026, when compared with the same period in the prior year. This decrease is due to a lower average yield in our cash equivalents in money market funds and U.S. Treasury securities.

 

Interest expense was flat at approximately $1.4 million and $4.2 million for the three and nine months ended September 30, 2026 and 2025, respectively.

 

Income Taxes

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 

(In thousands)

 

2026

   

2025

   

2026

   

2025

 

Income tax expense

  $ 116     $ 78     $ 383     $ 176  

Effective tax rate

    (6.9 )%     (4.2 )%     (5.8 )%     (1.8 )%

 

Income tax expense was approximately $116,000 and $78,000 with effective tax rates of (6.9)% and (4.2)% for the three months ended September 30, 2026 and 2025, respectively. Income tax expense was approximately $383,000 and $176,000 with effective tax rates of (5.8)% and (1.8)% for the nine months ended September 30, 2026 and 2025, respectively. For the three and nine months ended September 30, 2026 and 2025, the effective rate differs from the statutory rate primarily due to the full valuation allowance recorded on the net operating loss (“NOL”) and net deferred tax assets generated during the periods. 

 

20

APYX MEDICAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

 

Liquidity and Capital Resources

 

At September 30, 2026, we had approximately $25.8 million in cash and cash equivalents as compared to approximately $31.7 million in cash and cash equivalents at December 31, 2025. Our working capital at September 30, 2026 was approximately $43.0 million compared with $46.8 million at December 31, 2025.

 

For the nine months ended September 30, 2026, net cash used in operating activities was approximately $5.7 million, compared with net cash used in operating activities of approximately $5.5 million in the nine months ended September 30, 2025. The increase in cash used in operations is primarily due to the payment of 2025 bonuses in the first quarter of 2026 and cash used to procure inventory for our expanded product portfolio. This was partially offset by the reduction in our operating loss, which was driven by an increase in Surgical Aesthetics sales.  

 

Net cash used in investing activities was $0.4 million and $0.8 million for the nine months ended September 30, 2026 and 2025, respectively, related to investments in property and equipment. 

 

Net cash provided by financing activities for the nine months ended September 30, 2026 was $0.1 million and was primarily related to proceeds on the exercise of stock options.

 

We have incurred recurring net losses and cash outflows from operations and we anticipate that losses will continue in the near term. We plan to continue to fund our operations and capital funding needs through existing cash, sales of our products and if necessary additional equity and/or debt financing. However, we cannot be certain that additional financing will be available when needed or that, if available, financing will be obtained on terms acceptable to us. The sale of additional equity would result in dilution to our stockholders. Incurring additional debt financing would result in further debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. If we are unable to raise additional capital in sufficient amounts or on acceptable terms, it may be necessary to delay, limit, reduce, or terminate our sales, marketing and product development. Any of these actions could harm our business, results of operations and prospects.

 

On November 7, 2024, we entered into an amendment to the Perceptive Credit Agreement. The amendment reduced the financial covenant trailing twelve-month revenue targets relating to its Surgical Aesthetics segment (tested quarterly), with amended year-end targets of $52.4 million and $60.3 million for 2026 and 2027, respectively. The amendment also introduced a maximum operating expense financial covenant, with a full year target of $45.0 million for 2026. The Perceptive Credit Agreement, as amended, continues to contain customary affirmative and negative covenants, including covenants limiting the ability of us and our subsidiaries, among other things, to incur debt, grant liens, make distributions, enter certain restrictive agreements, pay or modify subordinated debt, dispose of assets, make investments and acquisitions, enter into certain transactions with affiliates, and undergo certain fundamental changes, in each case, subject to limitations and exceptions set forth in the Perceptive Credit Agreement. Additionally, we must maintain a balance of $3.0 million in cash and cash equivalents during the term of the Perceptive Credit Agreement. As of September 30, 2026, we were in compliance with the financial covenants contained within the Perceptive Credit Agreement, as amended. Our continued compliance with covenants is subject to meeting or exceeding forecasted Surgical Aesthetics revenues, as amended and controlling operating expenses. Monthly principal payments on the Perceptive Credit Agreement commence in November 2027 at 3% of the outstanding balance through maturity in November 2028.

 

21

APYX MEDICAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

 

For a more in-depth description of the terms of the Perceptive Credit Agreement, as amended, see Note 10 in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 5 of Notes to Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q. 

 

On December 1, 2025, we filed a shelf registration statement providing us the ability to register and sell our securities in the aggregate amount up to $100 million. This shelf registration statement replaced our previous shelf registration statement that expired during December 2025.

 

At September 30, 2026, we had purchase commitments totaling approximately $3.9 million, substantially all of which is expected to be purchased within the next twelve months.

 

Critical Accounting Estimates

 

In preparing the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), we have adopted various accounting policies. Our most significant accounting policies are disclosed in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 10, 2026.

 

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Our estimates and assumptions, including those related to inventories, legal proceedings, warranty obligations, product liability, sales returns and discounts, stock-based compensation and income taxes are updated as appropriate, which in most cases is at least quarterly. We base our estimates on historical experience, or various assumptions that are believed to be reasonable under the circumstances and the results form the basis for making judgments about the reported values of assets, liabilities, revenues and expenses. Actual results may materially differ from these estimates.

 

Estimates are considered to be critical if they meet both of the following criteria: (1) the estimate requires assumptions about material matters that are uncertain at the time the accounting estimates are made and (2) other materially different estimates could have been reasonably made or material changes in the estimates are reasonably likely to occur from period to period. Our critical accounting estimates include the following:

 

Accounts Receivable Allowance

 

We maintain a reserve for uncollectible accounts receivable. When evaluating the adequacy of the allowance for credit losses, we analyze historical bad debt experience, the composition of outstanding receivables by customer class, and the age of outstanding balances, and we make estimates in connection with establishing the allowance for credit losses, including the expected impacts of changes in the operating environment in multiple countries as well as the credit terms being offered to customers, to determine where adjustments to historical experience are warranted. The economic uncertainty in the capital equipment market being experienced in the aesthetic space as a result of the disruption from GLP-1's has resulted in the granting of extended credit terms. Accordingly, we believe that there is additional exposure in our outstanding receivables and have adjusted our accounts receivable allowance for this expectation. Changes in estimates are reflected in the period they are made. If the financial condition of our customers deteriorates, resulting in an inability to make payments, additional allowances may be required.

 

Litigation Contingencies

 

In accordance with authoritative guidance, we record a liability in our consolidated financial statements for these actions when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible, but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed in the notes to the consolidated financial statements. In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded. We discuss significant judgements with counsel, which include determining the legitimacy of asserted and unasserted claims, the probability that a loss has been incurred, the estimates of the net potential range of losses associated with these claims, the timing of the losses associated with these claims and historical experience with these claims. Additionally, the deductibles on our insurance policies that cover these claims have increased in recent periods, creating additional exposure and losses in excess of historical experience. It is at least reasonably possible that a change in the actual amount of loss will occur in the near term.

  

22

APYX MEDICAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements at this time.

 

Recent Accounting Pronouncements

 

See Note 2 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

 

 
23

APYX MEDICAL CORPORATION

 

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable.

 

ITEM 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

Our management has established and maintains disclosure controls and procedures that are designed to ensure that the information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2026, the Company’s disclosure controls and procedures were effective.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by the Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

24

APYX MEDICAL CORPORATION
 

PART II.     Other Information

 

ITEM 1. Legal Proceedings

 

See Note 10 of Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

 

ITEM 1A. Risk Factors

 

There have been no material changes to the risk factors described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

ITEM 3. Defaults Upon Senior Securities

 

None.

 

ITEM 4. Mine Safety Disclosures

 

Not Applicable.

 

ITEM 5. Other Information

 

Rule 10b5-1 Trading Arrangements

 

During the three months ended September 30, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K).

 

 

25

APYX MEDICAL CORPORATION
 

ITEM 6. Exhibits

 

3.1

Articles of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s report on Form 10-K/A filed on March 31, 2011)

3.2

By laws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s report on Form 10-K/A filed on March 31, 2011)

3.3

Certificate of Amendment of the Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.5 to the Registrant’s Quarterly Report on Form 10-Q filed on November 3, 2017)

3.4

Certificate of Elimination (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 3, 2018)

3.5

Certificate of Amendment of the Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 28, 2018)

3.6 Certificate of Amendment to the Certificate of Incorporation of Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 12, 2025)

10.1

Letter Agreement between Company and Stavros Vizirgianakis, dated June 11, 2026 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 17, 2026)

31.1*

Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2*

Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32.1*

Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002

32.2*

Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002

101.INS**

Inline XBRL Instance Document

101.SCH**

Inline XBRL Taxonomy Extension Schema Document

101.CAL**

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

Inline XBRL Taxonomy Extension Label Presentation Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

* Filed herewith.

 

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections.

 

26

APYX MEDICAL CORPORATION

 

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, thereunto duly authorized.

 

 

Apyx Medical Corporation

 
       

Date: November 5, 2026

By:

/s/ Charles D. Goodwin II

 
   

Charles D. Goodwin II

 
   

President, Chief Executive Officer and Director

 
   

(Principal Executive Officer)

 
       

Date: November 5, 2026

By:

/s/ Matthew Hill

 
   

Matthew Hill

 
   

Chief Financial Officer,

 
   

Treasurer and Secretary

 
   

(Principal Financial Officer)

 

 

27

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