UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On September 4, 2025, The Beauty Health Company (the “Company”), certain domestic subsidiaries of the Company (the “Existing Guarantors”) and certain foreign subsidiaries of the Company (the “New Guarantors”) entered into Supplemental Indenture No.1 (the “Supplemental Indenture”) with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”). The Supplemental Indenture modified that certain indenture (the “Indenture”), dated as of May 27, 2025, among the Company, the Existing Guarantors, the Trustee and the Collateral Agent, related to the Company’s 7.95% Convertible Senior Notes due 2028 (the “Notes”), to (i) provide for the guarantee of the Notes by the New Guarantors, which are secured on a first-priority basis by substantially all assets of such guarantors, subject to certain exceptions, and (ii) cure certain ambiguities, omissions, defects and inconsistencies in the Indenture.
The foregoing description of the Supplemental Indenture is a summary and is not complete. A copy of the Form of Supplemental Indenture is attached as Exhibit 4.1 to this Current Report on Form 8-K (the “Current Report”) and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description |
| 4.1 | Supplemental Indenture No. 1, dated September 4, 2025, among The Beauty Health Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent. |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURE
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.
| Date: September 4, 2025 | The Beauty Health Company |
| /s/ Michael Monahan | |
| Michael Monahan | |
| Chief Financial Officer |
| 3 |