AirSculpt Technologies Inc美股招股说明书(2025-06-11版)

3,160,000 Shares Common Stock We are offering 3,160,000 shares of our common stock, par value $0.001 per share, in this offering. Vesey Street Capital Partners, L.L.C., which is affiliated with two of our directors and is our largeststockholder, has expressed an interest in purchasing an aggregate of up to approximately $4,000,000 inshares of our common stock in this offering. However, because indications of interest are not bindingagreements or commitments to purchase, we and the underwriter could determine to sell more, fewer or noshares to any of this potential purchaser, and such potential purchaser could determine to purchase more,fewer or no shares in this offering. Our common stock is traded on The Nasdaq Global Market (“Nasdaq”) under the symbol “AIRS.” OnJune9, 2025, the last reported sale price of our common stock on Nasdaq was $5.05 per share. The underwriter has agreed to purchase the common stock from us at a price of $3.80 per share, whichwill result in approximately $12.0 million of proceeds to us before expenses (or approximately $13.8million if the underwriter exercises its option to purchase additional shares in full). The underwriter mayoffer our common stock, from time to time, for sale in one or more transactions on Nasdaq, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale,at prices related to prevailing market prices or at negotiated prices, subject to receipt and acceptance by itand subject to its right to reject any order in whole or in part. See “Underwriting.” We have granted the underwriter an option for 30days from the date of this prospectus supplement topurchase up to 474,000 additional shares of our common stock at the purchase price set forth above. We are an “emerging growth company” and “smaller reporting company” under the federal securitieslaws and are subject to reduced public company reporting requirements. See the section entitled “Summary— Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on pageS-6of thisprospectus supplement and in our Annual Report on Form 10-K for the fiscal year ended December31, 2024, asamended and supplemented by our Quarterly Reports on Form 10-Q, as well as any amendment or update toour risk factors reflected in subsequent filings with the Securities and Exchange Commission. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement and the accompanying prospectusare truthful or complete. Any representation to the contrary is a criminal offense. The underwriter expects to deliver the common stock to purchasers on or about June 11, 2025. Leerink Partners The date of this prospectus supplement is June 9, 2025. TABLE OF CONTENTS PageAbout This Prospectus SupplementS-1SummaryS-2The OfferingS-5Risk FactorsS-6Cautionary Note Regarding Forward-Looking StatementsS-7Use of ProceedsS-8DilutionS-9Material U.S. Federal Income and Estate Tax Considerations for Non-U.S. Holders of CommonStockS-10UnderwritingS-14Legal MattersS-21ExpertsS-21Where You Can Find Additional InformationS-21Incorporation of Certain Information by ReferenceS-22PageAbout This Prospectus1Prospectus Summary2Risk Factors4Cautionary Note Regarding Forward-Looking Statements5Use Of Proceeds6Description Of Securities7Description Of Capital Stock8Description Of Debt Securities11Description Of Warrants17Description Of Units18Forms Of Securities19PlanOf Distribution21Where You Can Find More Information23Incorporation Of Information By Reference23Legal Matters23Experts23 ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement that we filed with the Securities and ExchangeCommission (“SEC”), using a “shelf” registration process and consists of two parts. The first part is thisprospectus supplement, including the documents incorporated by reference, which describes the specificterms of this offering. The second part, the accompanying prospectus, including the documents incorporatedby reference, gives more general information, some of which may not apply to this offering. Generally,when we refer only to the “prospectus,” we are referring to both parts combined. This prospectussupplement may add to, update or change information in the accompanying prospectus and the documentsincorporated by reference into this prospectus supplement or the accompanying prospectus. If information in this prospectus supplement is inconsistent with the accompanying prospectus or withany document incorporated by reference that was filed with the SEC before the date of this prospectussupplement, you should rely on this prospectus supplement. This prospectus supplement, the accompanyingprospectus and the documents incorporated into each by reference include important i