10-K: AirSculpt Navigates Revenue Decline, Internal Control Issues

Sentiment:

Annual Report


AirSculpt Technologies reports a 15.8% revenue decline and increased net losses in 2025, alongside a material weakness in internal controls.

Delay expectedA portion of the Salesforce software implementation project was not completed as of September 30, 2025, resulting in a $4.5 million impairment charge.The remaining portion of the Salesforce software project, focused on the sales process, is now anticipated to be completed in the second quarter of fiscal year 2026, indicating a delay from its original timeline.
Capital raiseFiled a Registration Statement on Form S-3 in March 2025, covering the offering, issuance, and sale of up to $100.0 million in common stock, preferred stock, debt securities, warrants, and units.Commenced an at-the-market (ATM) offering program with Leerink Partners LLC to sell up to $50.0 million of common stock.Sold approximately 2.1 million shares through the ATM program in 2025 for total net proceeds of approximately $5.6 million.Subsequent to December 31, 2025, sold an additional approximate 5.9 million shares through the ATM program for total net proceeds of approximately $14.8 million.Completed an underwritten public offering in June 2025, selling 3,634,000 shares for net proceeds of approximately $13.8 million, which included a purchase of 1,000,000 shares by affiliates of the Sponsor.
Worse than expectedRevenue decreased by 15.8% to $151.8 million in 2025 from $180.4 million in 2024.Net loss increased to $(11.7) million in 2025 from $(8.0) million in 2024.Adjusted EBITDA decreased to $15.1 million in 2025 from $21.0 million in 2024.Cases performed declined by 15.6% to 11,852 in 2025 from 14,036 in 2024.Same-center volume declined by 22.1% in 2025.

Summary

  • Revenue for the fiscal year ended December 31, 2025, was $151.8 million, a 15.8% decrease from $180.4 million in 2024.
  • The company reported a net loss of $(11.7) million in 2025, compared to a net loss of $(8.0) million in 2024.
  • Adjusted EBITDA decreased to $15.1 million in 2025 from $21.0 million in 2024, with Adjusted EBITDA Margin falling to 9.9% from 11.6%.
  • Cases performed declined by 15.6% to 11,852 in 2025 from 14,036 in 2024.
  • Same-center volume experienced a significant decline of 22.1% in 2025.
  • Customer acquisition costs increased to approximately $3,114 per customer in 2025 from $2,950 in 2024.
  • The London facility was closed in 2025 due to financial performance, incurring $2.1 million in related costs.
  • A $4.5 million loss was recorded due to the impairment of a portion of the Salesforce implementation project.
  • Management identified a material weakness in internal control over financial reporting related to lease accounting.
  • The company raised approximately $5.6 million in net proceeds from an at-the-market offering in 2025 and an additional $14.8 million post-year-end.
  • A $10.0 million principal payment on the term loan was made in Q1 2026 using cash on hand.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a challenging period for AirSculpt, marked by substantial revenue and volume declines, increased losses, and operational setbacks like the Salesforce impairment and London facility closure. While strategic initiatives are underway and capital has been raised, the current financial performance is concerning.

Positives

  • Proprietary and patented AirSculpt method offers minimally invasive body contouring with precise results and quick healing.
  • Broad offering of innovative procedures, including fat removal and fat transfer options like Power BBL, Up a Cup, Hip Flip, AirSculpt+, and AirSculpt Smooth.
  • Delivers a premium patient experience in luxurious, spa-like centers, with virtual consultation options.
  • Employs elite surgeons selected for medical skills and artistic vision, who undergo extensive AirSculpt training.
  • Operates a national footprint of 31 centers across 20 U.S. states and Canada, with attractive unit economics and quick profitability for new centers.
  • Maintains a 100% private pay model, eliminating reimbursement risk.
  • Successfully raised capital through an at-the-market offering and an underwritten public offering to support operations and debt reduction.
  • The company's private equity sponsor provided a $10.0 million limited guarantee for debt obligations, demonstrating continued support.
  • The Audit Committee Chair holds a Certification in Cybersecurity Oversight, indicating a focus on cybersecurity governance.

Negatives

  • Revenue decreased by 15.8% to $151.8 million in 2025 from $180.4 million in 2024.
  • Net loss increased to $(11.7) million in 2025 from $(8.0) million in 2024.
  • Adjusted EBITDA declined to $15.1 million in 2025 from $21.0 million in 2024, and Adjusted EBITDA Margin decreased to 9.9% from 11.6%.
  • Cases performed decreased by 15.6% in 2025, and same-center volume declined by 22.1%.
  • Customer acquisition costs increased to $3,114 per customer in 2025 from $2,950 in 2024.
  • Incurred a $4.5 million loss on impairment of a portion of the Salesforce implementation project.
  • Recorded $2.1 million in costs related to the closure of the London facility due to its financial underperformance.
  • Identified a material weakness in internal control over financial reporting related to the accounting for leases.
  • Total outstanding indebtedness was approximately $75.8 million as of December 31, 2025, with variable rate debt exposing the company to rising interest rates.
  • The Term Loan and Revolving Credit Facility mature on May 11, 2027, requiring restructuring or repayment.
  • Operating cash flow decreased by $8.3 million in 2025 compared to 2024, and the company had a working capital deficit of $(12.4) million.
  • Management team has limited experience managing a public company, potentially straining resources and distracting management.
  • Continued reliance on paper medical records increases the risk of loss, destruction, and human error in patient information management.

Risks

  • Operating results could be adversely affected if unable to successfully implement cost savings initiatives and revenue growth strategies.
  • Macroeconomic trends, including inflation and rising interest rates, may adversely affect financial condition and results of operations.
  • Limited operating history and past results may not be indicative of future performance.
  • Success depends on the ability to maintain the value and reputation of the AirSculpt brand, which may be harmed by changing consumer preferences and negative publicity, including social media reviews.
  • Rapid growth in recent years and limited operating experience at current scale could strain resources and company culture.
  • Financial results will be harmed if there is not sufficient patient demand for AirSculpt procedures, which are elective and not covered by insurance.
  • Success depends largely upon patient satisfaction with the effectiveness of the AirSculpt procedure.
  • Failure to open and operate new centers in a timely and cost-effective manner.
  • Inability to successfully expand in markets outside of North America.
  • Competitors developing and marketing solutions that are safer, more effective, easier to use, or more readily adopted by patients and healthcare providers, including weight-loss drugs.
  • Business, financial condition, and results of operations could be adversely affected by disruptions in the global economy resulting from geopolitical instability (e.g., Russia-Ukraine, Middle East, U.S.-China tensions).
  • Disruptions at the FDA, SEC, and other government agencies caused by funding shortages or government shutdowns.
  • Use of social media may materially and adversely affect reputation or subject to fines or other penalties.
  • Business relies heavily on email and other messaging services, and any restrictions or inability to timely deliver communications could adversely affect net revenue.
  • Changes in laws and regulations related to the internet, perceptions toward social media, and changes in internet infrastructure itself may diminish ability to drive new customer acquisition.
  • Regulations related to healthcare may hamper the ability to provide virtual consultations.
  • Competition for surgeons and other workers that provide medspa and cosmetic services.
  • Changes in tariffs and other governmental trade policies could negatively affect business and results of operations.
  • Outsourcing the manufacturing of key elements of tools to a single third-party manufacturer (Euromi), which is dependent upon third-party suppliers.
  • In some jurisdictions, the company is precluded or limited in its ability to enter into non-compete agreements with surgeons.
  • Centers and affiliated Professional Associations may become subject to medical liability claims, with insurance potentially inadequate to cover all claims.
  • Revenue could decline due to changes in credit markets and decisions made by credit providers, as approximately 50% of cases involve third-party financing.
  • Adverse effects if any member of senior management is lost.
  • Interests of the Sponsor (Vesey Street Capital Partners, L.L.C.) may conflict with the interests of the Company and its other stockholders.
  • Leverage could adversely affect the ability to raise additional capital, limit reaction to economic/industry changes, expose to interest rate risk, and prevent meeting debt obligations.
  • Restrictive covenants in debt instruments may adversely affect the company.
  • Any failure to meet debt service obligations could have a material adverse effect on business, prospects, results of operations, and financial condition.
  • As a holding company, ability to service debt is dependent upon earnings from subsidiaries.
  • Variable rate debt exposes the company to risks associated with rising interest rates.
  • Comprehensive tax reform legislation or adverse outcomes from examination of income or other tax returns could adversely affect financial condition and results of operations.
  • Changes in accounting standards by the Financial Accounting Standards Board or the interpretation thereof affecting consolidation of entities could have a material adverse effect.
  • Management team has limited experience managing a public company.
  • Centers may be adversely impacted by weather and other factors beyond control, and disruptions in disaster recovery systems.
  • Use and storage of paper medical records increases risk of loss, destruction, and human error.
  • Internal computer systems, or those of any third parties, may fail or suffer security or data privacy breaches, resulting in costs, revenue loss, liabilities, and reputational harm.
  • Inability to obtain and maintain patent protection of sufficient scope or freedom to operate for the AirSculpt procedure.
  • Becoming a party to intellectual property litigation or administrative proceedings that could be costly and interfere with ability to market and perform services.
  • Inability to protect the confidentiality of other proprietary information.
  • Proprietary AirSculpt method could become obsolete or less competitive due to the introduction of new, more effective, or less invasive competitor technologies.
  • Failure to comply with numerous federal and state laws and regulations relating to the operation of centers could incur significant penalties or costs.
  • AirSculpt procedures may cause or contribute to adverse medical events that are required to be reported to the FDA, and failure to do so could result in sanctions.
  • Changes in laws governing the corporate practice of medicine or fee-splitting may require restructuring of relationships.
  • Subject to various federal and state laws pertaining to healthcare fraud and abuse, including anti-kickback, self-referral, false claims, and fraud laws.
  • Subject to numerous environmental, health, and safety laws and regulations, and must maintain licenses or permits.
  • Certain risks are inherent in providing prescription and over the counter (OTC) treatments, and insurance may not be adequate to cover claims.
  • Antitrust enforcement authorities concluding that market share is too concentrated or that antitrust laws are violated.
  • Rapidly changing and increasingly stringent laws, regulations, industry standards, and other obligations relating to privacy, data protection, and data security (e.g., CCPA, CPRA, PCI DSS).
  • After December 31, 2025, the company will no longer qualify as an emerging growth company, leading to increased disclosure requirements and compliance costs (e.g., SOX 404).
  • Stock price could be extremely volatile, and investors may not be able to resell shares at or above the purchase price.
  • Sales of a substantial amount of common stock by current stockholders could cause the price of common stock to fall.
  • Future issuances of capital stock may dilute percentage ownership.
  • Concentration of ownership by certain directors and executive officers may lead to conflicts of interest.
  • Provisions in charter documents and Delaware law may deter takeover efforts.
  • No plans to pay cash dividends on common stock for the foreseeable future.
  • Internal controls may not be effective.
  • Requirements of being a public company may strain resources and distract management.
  • Stock price and trading volume could decline if securities or industry analysts do not publish research or publish inaccurate or unfavorable research.
  • May be subject to securities litigation, which is expensive and could divert management attention.
  • Quarterly operating results and other operating metrics may fluctuate from quarter to quarter, making them difficult to predict.

Future Outlook

The company is focused on returning to revenue growth by optimizing marketing investments, improving go-to-market and sales strategies, expanding consumer financing options, and introducing new product innovations, particularly in skin tightening. The remaining portion of the Salesforce software project is anticipated to be completed in Q2 2026. While new center openings are paused in the near term to improve liquidity, expanding the North American footprint remains a long-term growth strategy. The company expects to incur additional expenses and management effort for SOX 404 compliance after losing its emerging growth company status post-December 31, 2025.

Management Comments

  • "We believe our treatment results and elite patient experience have positioned AirSculpt as a preferred body contouring brand."
  • "Our motivation to provide the best body contouring outcomes for our patients fuels our innovation."
  • "We are only in the beginning stages of innovation and have much more to introduce to the body contouring field."
  • "We believe that by restoring same-store revenue growth through optimized marketing investments, stronger sales execution, expanded consumer financing options, and the introduction of new product lines, we can improve unit-level economics beyond what we achieved in 2025."
  • "While we are not likely to open new centers in the near term due to initiatives to improve liquidity, we do believe opening new North American centers remains a part of our long-term growth strategy."
  • "Management has concluded that there are no conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the issuance of these financial statements."
  • "Management believes these remediation efforts [for material weaknesses], when fully implemented and operating for a sufficient period of time, will remediate the identified material weaknesses."

Industry Context

StockSavvy.ai notes that AirSculpt operates within a large and growing body fat reduction market, estimated at $11 billion in 2022 with a projected 9% compound annual growth rate through 2027. However, the company faces significant competitive pressures, particularly from the increasing market acceptance and availability of weight-loss drugs (GLP-1s), which may impact demand for elective body contouring procedures. The reported declines in cases performed and revenue suggest AirSculpt is currently struggling to effectively navigate these evolving market dynamics and competitive landscape, despite the overall market growth potential.

Comparison to Industry Standards

  • The company competes with individual and small practice group providers of traditional liposuction, which it believes require longer patient recovery times.
  • It also competes with national providers of other minimally-invasive techniques, which it believes are less effective than AirSculpt.
  • Competition also comes from university and hospital systems, medical spas, and beauty and rejuvenation centers offering body contouring services.
  • The company faces significant competition from companies offering non-surgical methods of fat reduction, including weight-loss drugs and other non-invasive weight loss and obesity solutions.
  • Many competitors are large, experienced companies with substantially greater resources and brand recognition.
  • The company's patent protection for AirSculpt is limited to the United States, potentially leading to increased competition from similar procedures in international markets.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Chief Executive OfficerTodd MagazineYogi JashnaniAugust 8, 2024Todd Magazine stepped down from his role.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal Control WeaknessManagement identified a material weakness in controls related to general accounting and financial reporting processes, specifically the subsequent measurement and recording of lease transactions under ASC 842, and a lack of sufficient personnel with appropriate technical accounting competency.December 31, 2025This deficiency resulted in errors in the measurement and presentation of right-of-use assets and lease liabilities, requiring revision of previously issued financial statements. It indicates a reasonable possibility that a material misstatement of financial statements would not be prevented or detected on a timely basis.
Regulatory Compliance StatusThe company will no longer qualify as an 'emerging growth company' after December 31, 2025, and will be required to comply with Section 404 of the Sarbanes-Oxley Act.December 31, 2025This will lead to increased expenses and management effort for compliance, including auditor attestation requirements for internal controls over financial reporting.
Compensation Clawback PolicyThe Board of Directors will conduct an analysis of whether the revision to prior periods related to ROU assets and lease liabilities should result in the recovery of any Erroneously Awarded Compensation as defined in the policy.Ongoing (post-error identification)This demonstrates adherence to corporate governance principles regarding executive compensation in light of financial restatements or corrections.
Board OversightThe board of directors exercises its oversight role through the Audit Committee, which provides regular reports and findings from the Chief Financial Officer. The Audit Committee Chair holds a Certification in Cybersecurity Oversight.OngoingThis indicates a structured approach to financial and cybersecurity risk oversight at the board level.

Legal Proceedings

  • The company is involved in pending and threatened legal actions and proceedings, primarily claims of medical malpractice related to medical services provided by its Professional Associations and affiliated physicians.
  • Management believes the outcome of current legal actions will not have a material adverse effect on its business, financial condition, results of operations, and cash flows.
  • The company maintains liability insurance coverage for professional liability and other claims, but cannot assure that coverage will be adequate for future liabilities.

Related Party Transactions

  • Vesey Street Capital Partners, L.L.C. (Sponsor), affiliated with two directors, beneficially owns 47% of the company's common stock as of March 30, 2026.
  • The Sponsor purchased 1,000,000 shares in the June 2025 underwritten public offering on the same terms as purchases by the public.
  • The Sponsor provided a $10.0 million limited guarantee of the company's obligations under the Credit Agreement, which automatically terminated on March 12, 2026, following $20.0 million in term loan prepayments.

Stakeholder Impact

  • Shareholders: Face potential dilution from ongoing and future equity offerings, continued stock price volatility, and no anticipated cash dividends. The significant ownership by the Sponsor could lead to conflicts of interest.
  • Employees and Surgeons: Experience competition for high-quality talent, potential for increased salaries and bonuses due to demand, and risks associated with misconduct. Restructuring and severance costs have been incurred.
  • Customers (Patients): Benefit from a focus on premium experience, innovative procedures, and expanded financing options. However, demand for services is sensitive to economic conditions and competition from alternative weight-loss solutions.
  • Creditors: Exposed to high leverage ($75.8 million outstanding indebtedness), restrictive covenants in debt instruments, and the upcoming maturity of the Term Loan and Revolving Credit Facility in May 2027, which will require restructuring or repayment.
  • Suppliers: The company's reliance on a single third-party manufacturer (Euromi) for key tools makes it vulnerable to supply shortages, price fluctuations, and disruptions in the supply chain.

Next Steps

  • Optimize marketing investment to enhance efficiency, improve return on investment, and drive sustainable revenue growth.
  • Improve go-to-market and sales strategies with enhanced training, improved sales processes, and a greater focus on lead conversion.
  • Expand consumer financing options to enhance affordability, increase customer accessibility, and drive sales growth.
  • Continue to introduce new, innovative procedures, particularly in skin tightening, to expand customer reach and generate incremental revenues.
  • Complete the remaining portion of the Salesforce software project, focused on the sales process, anticipated in Q2 2026.
  • Opportunistically evaluate new center openings in North America as part of the long-term growth strategy, despite a near-term pause due to liquidity initiatives.
  • Implement remediation measures to address identified material weaknesses in internal control over financial reporting, including enhancing controls over lease accounting and improving documentation.
  • Evaluate the realignment of existing personnel and the addition of internal and external resources to strengthen management's review and documentation over internal control over financial reporting.
  • Assess specific training needs for newly hired and existing personnel and deliver additional training programs.
  • Review current processes, procedures, and systems to identify opportunities to enhance the design of financial reporting controls.
  • Report regularly to the audit committee on the progress and results of the remediation plan.
  • The Board of Directors will conduct an analysis of whether the revision to prior periods related to ROU assets and lease liabilities should result in the recovery of any Erroneously Awarded Compensation.
  • Hold the virtual 2026 Annual Meeting of Stockholders on May 4, 2026.
  • Restructure or repay the Term Loan and Revolving Credit Facility prior to their maturity on May 11, 2027.

Key Dates

DateDescription
2012Company founded and commenced performing AirSculpt procedures.
October 2, 2018EBS Intermediate acquired a controlling interest in EBS Enterprises, LLC.
2020Introduced and trademarked the Hip Flip procedure and introduced the CankCure procedure.
June 30, 2021AirSculpt Technologies, Inc. incorporated in Delaware.
October 28, 2021Completed IPO.
November 4, 2021Granted PSUs with performance-based vesting conditions to certain employees.
January 1, 20232021 Equity Incentive Plan automatically increased shares.
September 29, 2023Voluntarily pre-paid $10.0 million of the principal balance of the term loans.
December 2023FASB issued ASU 2023-09, 'Improvements to Income Tax Disclosures'.
March 31, 2024Company recorded a $10.4 million cumulative reversal of stock compensation expense related to reassessing the probability of achieving the Revenue Target for PSUs.
August 8, 2024Todd Magazine stepped down from his role as Chief Executive Officer.
September 13, 2024Company amended the Credit Agreement to modify certain financial condition covenants and applicable margins.
November 2024FASB issued ASU 2024-03, 'Disaggregation of Income Statement Expenses'.
December 2024White Plains, NY location opened.
March 12, 2025Company entered into the Third Amendment to Credit Agreement, modifying financial covenants and terms.
March 12, 2025Sponsor provided a $10.0 million Limited Guarantee of the company's obligations under the Credit Agreement.
March 14, 2025Filed a Registration Statement on Form S-3 for up to $100.0 million in securities and commenced an at-the-market offering program for up to $50.0 million of common stock.
March 24, 2025Shelf registration statement on Form S-3 declared effective.
April 30, 2025Liquidity in excess of $3.0 million began to be used to repay the revolving credit facility on a monthly basis.
May 31, 2025Required to maintain minimum Liquidity of not less than $7.5 million.
June 9, 2025Entered into an underwriting agreement to issue and sell 3,160,000 shares of common stock.
June 10, 2025Leerink Partners exercised its option to purchase an additional 474,000 shares.
June 11, 2025Underwritten public offering closed, with net proceeds of approximately $13.8 million.
June 13, 2025Made a $10.0 million principal payment on the term loan in accordance with the Third Amendment.
July 1, 2025Applicable per annum margin for outstanding loans increased based on total leverage ratio.
September 1, 2025Decision made to close the London facility due to financial performance.
September 30, 2025Determined that a portion of the Salesforce software implementation project would not be completed, resulting in a $4.5 million impairment charge.
November 15, 2025Ceased use of the leased facility in London.
December 31, 2025Fiscal year ended. This is the last period the company qualifies as an emerging growth company.
Q1 2026Voluntarily pre-paid $10.0 million of the principal balance of the term loans.
March 12, 2026The Limited Guarantee from the Sponsor automatically terminated.
March 30, 202670,545,681 shares of common stock outstanding.
March 31, 2026Date of this Annual Report on Form 10-K.
May 4, 2026Anticipated date for the virtual 2026 Annual Meeting of Stockholders.
Q2 2026Anticipated completion of the remaining portion of the Salesforce software project.
May 11, 2027Maturity date for the Term Loan and Revolving Credit Facility.
December 15, 2026Effective date for ASU 2024-03 for annual periods beginning after this date.
December 15, 2027Effective date for ASU 2024-03 for interim periods beginning after this date.
2033Expected expiration of issued patents (or later).
2039Expiration of certain net operating loss carryforwards (through 2045).

Recommendation

sell

AirSculpt Technologies faces significant financial headwinds, including a substantial 15.8% revenue decline, increased net losses, and a 22.1% drop in same-center volume in 2025. The company's Adjusted EBITDA margin has also compressed significantly. While management is implementing strategic initiatives and has raised capital, the identified material weakness in internal controls over financial reporting, high leverage, and the upcoming debt maturity in May 2027 present considerable risks. The increasing competition from weight-loss drugs further complicates the demand outlook for elective body contouring procedures. These factors collectively suggest a challenging outlook and warrant a cautious stance for investors.

Keywords

Body contouring, AirSculpt, Aesthetic procedures, Liposuction, Fat removal, Skin tightening, Cosmetic surgery, SEC filing, 10-K, Financial performance, Revenue decline, Net loss, Adjusted EBITDA, Debt, Capital raise, Corporate governance, Risk factors, Healthcare regulation, Intellectual property, Cybersecurity, Internal controls, Emerging growth company

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