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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
November
17, 2025
Date
of Report (date of earliest event reported)

APYX
MEDICAL CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-31885 |
|
11-2644611 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
5115
Ulmerton Road, Clearwater, Florida 33760
(Address
of principal executive offices, zip code)
(727)
384-2323
Registrant’s
telephone number, including area code
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
APYX |
|
Nasdaq
Global Select Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
1.01. |
Entry
into a Material Definitive Agreement. |
On
November 18, 2025, Apyx Medical Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Lucid Capital Markets, LLC (the “Underwriter”) pursuant to which the Company will issue and sell to
the Underwriter pursuant to the Underwriting Agreement 2,762,431 shares (the “Shares”) of common stock, par value
$0.001 per share (the “Common Stock”) at an offering price of $3.62 and grant to the Underwriter an option for the
issuance and sale of up to 414,365 additional Shares (the “Option”) to be sold by the Company (the “Offering”).
The
Offering closed on
November 19, 2025.
The aggregate gross proceeds to the Company from the Offering will be approximately $9.4
million, after deducting an underwriting discount of 6.0%
of the price to the public, but before deducting expenses payable
by the Company in connection with the Offering.
The
Company expects to use the net proceeds from the Offering for working capital and general corporate purposes, including expanding its
sales and marketing, capital expenditures, acquisitions of complementary businesses, products, or technologies and repaying indebtedness
it may incur from time to time.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Underwriter, customary conditions
to closing, and customary indemnification obligations of the Company.
The
issuance of the Shares were made pursuant to a prospectus supplement to a Registration Statement on Form S-3 (File No. 333-268532), which
was filed with the Securities and Exchange Commission (the “SEC”) on November 22, 2022 and declared effective by the SEC
on December 2, 2022.
The
Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The description of the terms of the Underwriting Agreement set forth above is qualified in its entirety by reference to
the full text of the Underwriting Agreement.
A
copy of the legal opinion, including the related consent, of Ruskin Moscou Faltischek, P.C. relating to the legality of the issuance
and sale of Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.
On
November 17, 2025, the Company issued a press release announcing the launch of the Offering, and on November 18, 2025,
the Company issued a press release announcing the pricing of the Offering. The launch and pricing press releases are attached hereto
as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement between Company and Lucid Capital Markets, LLC, dated November 18, 2025. |
| 5.1 |
|
Opinion of Ruskin Moscou Faltischek, P.C. |
| 23.1 |
|
Consent of Ruskin Moscou Faltischek, P.C. (included in Exhibit 5.1). |
| 99.1 |
|
Launch
Press Release, dated November 17, 2025. |
| 99.2 |
|
Pricing
Press Release, dated November 18, 2025. |
| 104 |
|
Cover
Page Interactive Data File embedded within the Inline XBRL document |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
APYX
MEDICAL CORPORATION |
| |
|
|
| Date:
November 19, 2025 |
By:
|
/s/
Matthew Hill |
| |
Name:
|
Matthew
Hill |
| |
Title: |
Chief
Financial Officer, Secretary and Treasurer |