As of April 19, 2021, four lawsuits have been filed relating to the Business Combination in federal and
state courts, each naming the Company and some or all of its the current members of the Companys Board as defendants. A lawsuit was filed in the Supreme Court of the State of New York on January 18, 2021, and amended on
March 24, 2021, by a purported Company stockholder in connection with the Business Combination: Ciccotelli v. Vesper Healthcare Acquisition Corp., et al., Index No. 650346/2021 (N.Y. Sup. Ct.). An additional lawsuit was filed by a
different purported Company stockholder on January 19, 2021, and amended on March 22, 2021, in the Supreme Court of the State of New York in connection with the Business Combination: Purvance v. Vesper Healthcare Acquisition Corp.,
et al., Index No. 650365/2021 (N.Y. Sup. Ct.). On January 26, 2021, a lawsuit was filed in the United States District Court, Southern District of New York by a different purported Company stockholder in connection with the Business
Combination: Watkins v. Vesper Healthcare Acquisition Corp., et al., No. 1:21-cv-00713 (S.D.N.Y.). On February 8, 2021, a lawsuit was filed in the Eleventh
Judicial Circuit, in and for Miami-Dade County, Florida, by a different purported Company stockholder in connection with the Business Combination: Elstein v. Saunders et al., No. 21-3028CA01 (Fla. 11th
Cir. Ct.). The complaints allege, among other things, breach of fiduciary duty claims against the Companys Board in connection with the Business Combination. The complaints also allege that this proxy statement is misleading and/or omits
material information concerning the Business Combination. The complaints generally seek, among other things, injunctive relief, damages, and an award of attorneys fees.
Additionally, on March 2, 2021, counsel for Jordan Rosenblatt, a purported Company shareholder, sent a demand letter alleging that the Company and its
Board had breached their fiduciary duties and violated federal securities laws in connection with the preliminary proxy statement initially filed by the Company with the SEC on December 31, 2020, as amended on February 11, 2021,
March 24, 2021 and April 2, 2021 (the Preliminary Proxy Statement). Also on March 2, 2021, counsel for Patrick Plumley, a purported Company shareholder, sent a demand letter alleging that the Company and its Board had
breached their fiduciary duties and/or violated federal securities laws in connection with the Preliminary Proxy Statement. Both letters sought additional disclosures.
The Company denies these allegations and denies any alleged violations of law or any legal or equitable duty. The defendants believe that these allegations
are without merit, and that no further disclosure is required under applicable law. Nonetheless, to avoid the risk of the litigation delaying or adversely affecting the Business Combination, and without admitting in any way that the disclosures
below are material or otherwise required by law, the defendants are making supplemental disclosures (the litigation-related supplemental disclosures) related to the Business Combination, as set forth herein. Nothing in this Current
Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the supplemental disclosures set forth herein, taken individually or in the aggregate. The
litigation-related supplemental disclosures should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. Page references in the below disclosure are to pages in the Definitive Proxy Statement, and defined
terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement. To the extent the following information differs from or conflicts with the information contained in the Definitive Proxy Statement, the information set
forth below shall be deemed to supersede the respective information in the Definitive Proxy Statement.
Supplemental Disclosures
The disclosure in the Definitive Proxy Statement under the subsection captioned Proposal No. 1Approval of the Business CombinationBackground
of the Business Combination is hereby amended and supplemented by adding and removing from the third full paragraph on page 149 of the Definitive Proxy Statement, the following (with new text underlined and deleted text struck through):
On December 8, 2020, the Board held two meetings a meeting via teleconference in two
parts to accommodate scheduling conflicts among the directors. The purpose of the meeting was to discuss the final transaction terms and evaluate the Business Combination. Representatives of Wachtell Lipton and Goldman Sachs were also in
attendance by invitation of the Board. At the meetings, the senior management of the Company provided an overview of the proposed Business Combination with HydraFacial (including the rationale for the selection of HydraFacial as the
Companys business combination target) and described both the diligence process undertaken to evaluate HydraFacial and the final negotiations of the terms of the transaction. Representatives of Wachtell Lipton reviewed the terms of the Business
Combination, including the Merger Agreement and the other definitive agreements, copies of which were provided to the Board in advance of the meeting. Thereafter, at the request of the Company, representatives of Goldman Sachs provided a
presentation regarding certain financial aspects of the consideration to be paid by the Company