Form 8-K

8-K — Apyx Medical Corp

Accession: 0001493152-26-029081

Filed: 2026-06-17

Period: 2026-06-11

CIK: 0000719135

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

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0000719135

2026-06-11

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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

June

11, 2026

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

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 ☐

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.

June 11, 2026, Apyx Medical Corporation (the “Company”) entered into a letter agreement (the “Letter Agreement”)

with Stavros Vizirgianakis, the Chairman of the Company’s Board of Directors (the “Board”), in connection with Mr.

Vizirgianakis’ appointment as Executive Chairman of the Board.

Pursuant to the Letter Agreement and

his appointment as Executive Chairman, Mr. Vizirgianakis will provide strategic leadership and governance oversight, assist management

with the execution of corporate initiatives, support investor engagement, advise on capital markets and corporate development matters,

and engage in other such comparable duties. Mr. Vizirgianakis will not serve as an officer or employee of the Company and will

not be designated as an “executive officer” of the Company for purposes of Rule 3b-7 under the Securities Exchange Act of

1934, as amended.

In connection with Mr. Vizirgianakis’ appointment as Executive Chairman

and in recognition of his service to the Company, the Board approved a grant to Mr. Vizirgianakis of 450,000 restricted stock units (the

“RSUs”) under the Company’s 2023 Share Incentive Plan (the “Plan”). Each RSU represents a contingent right

to receive one share of the Company’s common stock. The RSUs will vest as follows, subject to Mr. Vizirgianakis’ continued

service with the Company through the applicable vesting dates: (i) 150,000 RSUs vest immediately on June 11, 2026 (the “Grant Date”);

(ii) 150,000 RSUs will begin vesting on the first anniversary of the Grant Date and will vest ratably over the 12-month period beginning

on such date in equal monthly installments; and (iii) 150,000 RSUs will begin vesting on the second anniversary of the Grant Date and

will vest ratably over the 12-month period beginning on such date in equal monthly installments. The RSUs will otherwise be subject to

the terms and conditions of the Plan and the Letter Agreement.

The

foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full

text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein

by reference.

Item

9.01.

Financial

Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Letter Agreement between Company and Stavros Vizirgianakis, dated June 11, 2026.

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:

June 17, 2026

By:

/s/

Matthew Hill

Name:

Matthew

Hill

Title:

Chief

Financial Officer, Secretary and Treasurer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

APYX

MEDICAL CORPORATION

5115

Ulmerton Road

Clearwater,

Florida 33760

June

11, 2026

Stavros

Vizirgianakis

C/O

Apyx Medical Corporation

5115

Ulmerton Road

Clearwater,

Florida 33760

Re:

Appointment as Executive Chairman

Dear

Stavros:

This

letter agreement (this “Agreement”) confirms the terms of your appointment as Executive Chairman of Apyx Medical Corporation,

a Delaware corporation (the “Company”), and the grant to you of restricted stock units (“RSUs”),

under the Company’s 2023 Share Incentive Plan (the “Plan”). This Agreement, including the granting of the RSU

Award (defined below), is being entered into and provided in recognition of your service to the Company and your expected continued contributions

in the role of Executive Chairman.

1. Appointment

as Executive Chairman. Effective as of June 11, 2026, you are appointed to serve as Executive

Chairman of the Board of Directors (the “Board”) of the Company. In that

capacity, you will perform such duties and responsibilities as are traditionally performed

by an executive chairperson, including providing strategic leadership and governance oversight,

assisting management with execution of corporate initiatives, capital raising efforts, supporting

investor engagement, advising on capital markets and corporate development matters, and other

such comparable duties.

2. Continued

Board Service. Your appointment as Executive Chairman is in addition to your current

service as a member of the Board. Nothing in this Agreement limits the rights of the Company’s

stockholders or the Board with respect to your continued service as a director or Executive

Chairman in accordance with applicable law, the Company’s certificate of incorporation,

bylaws and corporate governance policies.

3. Term;

At-Will Service. Your service as Executive Chairman will continue until terminated by

either you or the Company at any time and for any reason, subject to applicable law and any

rights you may have under this Agreement, the Plan or any other written agreement approved

by the Board or the Compensation Committee of the Board (the “Compensation Committee”).

Your appointment as Executive Chairman does not create any right to continued employment,

service or engagement with the Company or any of its subsidiaries or affiliates.

4. Compensation.

In consideration of your service as Executive Chairman, and subject to approval by the Board,

you will receive the RSU Award described in Section 5 below. You will not receive

any cash compensation for your service as Executive Chairman, but will be reimbursed for

reasonable and documented business expenses incurred in the performance of your duties, subject

to the Company’s expense reimbursement policies as in effect from time to time.

5. RSU

Award.

(a) Grant.

Subject to approval by the Board, the Company hereby grants to you 450,000 RSUs (the “RSU

Award”), effective as of June 11, 2026 (the “Grant Date”). Each

RSU underlying the RSU Award represents the right to receive one (1) share of the Company’s

common stock, par value $0.001 per share (“Common Stock”), subject to

the terms and conditions of this Agreement and the Plan.

(b) Plan

Incorporation. The RSUs are granted under and subject to the terms and conditions of

the Plan, which are incorporated into this Agreement by reference. By signing this Agreement,

you acknowledge receipt of a copy of the Plan or access to the Plan, and agree to be bound

by all terms and conditions of the Plan.

Subject to your continued service with the Company through each applicable vesting date,

except as otherwise provided in this Agreement, the Plan or any other written agreement approved

by the Board or Compensation Committee, the RSUs will vest as follows:

i. 150,000

RSUs will vest immediately on the Grant Date;

ii. 150,000

RSUs will begin vesting on the first (1st) anniversary of the Grant Date and will

vest ratably over the 12-month period beginning on such date, in equal monthly installments;

and

iii. 150,000

RSUs will begin vesting on the second (2nd) anniversary of the Grant Date and

will vest ratably over the 12-month period beginning on such date, in equal monthly installments.

(d) Acceleration

Upon Change of Control. Notwithstanding the vesting schedule set forth above, upon the

occurrence of a Change of Control, all then-unvested RSUs will immediately become fully vested

as of immediately prior to, and contingent upon, the consummation of such Change of Control.

For purposes of this Agreement, “Change of Control” means the occurrence

of any transaction or series of related transactions pursuant to which any person or group

acquires more than 50% of the outstanding voting power of the Company, a merger or consolidation

of the Company in which the Company’s stockholders immediately prior to such transaction

do not own a majority of the voting power of the surviving or resulting entity immediately

following such transaction, or the sale of all or substantially all of the Company’s

assets.

(e) Termination

of Service. Except as otherwise provided in this Agreement, the Plan or any other written

agreement approved by the Board or Compensation Committee, any unvested RSUs will be forfeited

automatically without consideration upon termination of your service with the Company as

Executive Chairman for any reason. For purposes of the RSUs, “service” means

your continued service to the Company as Executive Chairman.

6. Tax

Matters; Withholding. You are responsible for all federal, state, local and foreign taxes

arising from the RSUs, the issuance of shares of Common Stock in settlement of the RSUs and

any other compensation or benefits provided under this Agreement. The Company may satisfy

any required tax withholding obligations in any manner permitted under the Plan and applicable

law, including by withholding shares otherwise deliverable upon settlement of vested RSUs,

withholding from other amounts payable to you, requiring a cash payment from you, or any

combination of the foregoing. You acknowledge that the Company has not provided tax advice

to you and that you have been advised to consult your own tax advisor regarding this Agreement

and the RSUs.

7. Section

409A. This Agreement and the RSUs are intended to be exempt from, or comply with, Section

409A of the Internal Revenue Code of 1986, as amended, including under the short-term deferral

exemption, and shall be interpreted and administered accordingly. The Company makes no representation

or warranty regarding the tax treatment of this Agreement or the RSUs.

8. Compliance

with Law. The issuance of shares of Common Stock in settlement of the RSUs is subject

to compliance with all applicable laws, rules and regulations, including securities laws

and Nasdaq listing standards. The Company will not be required to issue any shares if such

issuance would violate applicable law or any applicable Company policy. You acknowledge that

the Company may be required to disclose the terms of this Agreement, your appointment as

Executive Chairman and the RSU Award, and may be required to file this Agreement, in whole

or in part, with the Securities and Exchange Commission, Nasdaq or other governmental or

regulatory authorities. You consent to such disclosures and filings as the Company determines

are required or advisable.

9. Conflict

with Plan. In the event of any conflict between this Agreement and the Plan, the Plan

will control, unless otherwise permitted by the Plan and expressly approved by the Board

or Compensation Committee. Capitalized terms used but not defined in this Agreement have

the meanings given to them in the Plan.

10. Entire

Agreement; Amendments. This Agreement, together with the Plan and any other written agreement

expressly referenced herein, constitutes the entire agreement between you and the Company

with respect to your appointment as Executive Chairman and the RSU Award described herein,

and supersedes any prior or contemporaneous oral or written understandings with respect to

such matters. This Agreement may be amended only by a written instrument signed by you and

an authorized representative of the Company, except that the Company may make administrative

or ministerial changes, or changes required to comply with applicable law, the Plan or Company

policy, to the extent permitted by the Plan and applicable law.

11. Governing

Law. This Agreement will be governed by and construed in accordance with the laws of

the State of Delaware, without regard to conflicts of law principles that would result in

the application of the laws of another jurisdiction.

12. Counterparts;

Electronic Signatures. This Agreement may be executed in counterparts, each of which

will be deemed an original and all of which together will constitute one and the same instrument.

Signatures delivered by electronic means will be deemed effective for all purposes.

Please

confirm your agreement with the foregoing by signing and returning this Agreement.

Sincerely,

Apyx

Medical Corporation

By:

/s/

Charlie Goodwin

Name:

Charlie

Goodwin

Title:

Chief

Executive Officer

Agreed

and accepted:

/s/

Stavros Vizirgianakis

Stavros

Vizirgianakis

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