THIS IS A SOLICITATION OF VOTES TO ACCEPT OR REJECT A PLAN OF REORGANIZATION PRIOR TO THE FILING OF VOLUNTARY REORGANIZATION CASES UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE. 1 BECAUSE NO CHAPTER 11 CASE HAS Y

THIS IS A SOLICITATION OF VOTES TO ACCEPT OR REJECT A PLAN OF REORGANIZATION PRIOR TO THE FILING OF VOLUNTARY REORGANIZATION CASES

UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE.1 BECAUSE NO CHAPTER 11 CASE HAS YET BEEN COMMENCED, THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT. THE DEBTORS

INTEND TO SUBMIT THIS DISCLOSURE STATEMENT TO THE BANKRUPTCY COURT FOR APPROVAL FOLLOWING SOLICITATION AND THE DEBTORS FILING FOR RELIEF UNDER CHAPTER 11 OF THE BANKRUPTCY CODE. THE INFORMATION IN THIS DISCLOSURE STATEMENT IS SUBJECT TO CHANGE

AND SUBJECT TO THE PLAN DOCUMENTS. EXCEPT AS OTHERWISE SPECIFIED HEREIN OR AS MAY BE COMMUNICATED BY THE DEBTORS, THE SOLICITATION OF VOTES ON THE PLAN WITH RESPECT TO CLASS 3 CLAIMS IS BEING MADE PURSUANT TO EXEMPTIONS FROM THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT, INCLUDING PURSUANT TO SECTION 4(A)(2) THEREOF, AND APPLICABLE UNITED STATES STATE SECURITIES LAWS, AND ONLY FROM HOLDERS OF SUCH CLAIMS WHO ARE AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(a) OF THE

SECURITIES ACT ( ACCREDITED INVESTORS ) OR A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ( QIB ). THIS DISCLOSURE STATEMENT IS NOT AN OFFER TO SELL ANY SECURITIES AND

IS NOT SOLICITING AN OFFER TO BUY ANY SECURITIES.

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

DISCLOSURE STATEMENT FOR THE

JOINT PREPACKAGED CHAPTER 11 PLAN OF

REORGANIZATION OF CUTERA, INC. AND ITS AFFILIATED DEBTORS

IMPORTANT INFORMATION REGARDING THIS DISCLOSURE STATEMENT FOR SOLICITATION OF VOTES ON THE

JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF CUTERA, INC. AND ITS AFFILIATED DEBTORS FROM THE HOLDERS OF OUTSTANDING CLAIMS IN THE FOLLOWING CLASS:

IF YOU ARE A HOLDER OF A CLAIM IN CLASS 3, YOU ARE RECEIVING THIS DOCUMENT AND THE ACCOMPANYING MATERIALS

BECAUSE YOU MAY BE ENTITLED TO VOTE ON THE PLAN

BALLOTS MUST BE ACTUALLY RECEIVED BY THE SOLICITATION AGENT BY THE VOTING DEADLINE, WHICH IS 4:00 P.M. (PREVAILING CENTRAL TIME)

OR VIA FIRST CLASS MAIL,

OVERNIGHT COURIER, OR HAND DELIVERY AT:

CUTERA BALLOT PROCESSING

N. PACIFIC COAST HIGHWAY, SUITE 300

EL SEGUNDO, CA 90245

OR VIA ELECTRONIC MAIL AT:

BALLOTS RECEIVED VIA MEANS OTHER THAN THE

AFOREMENTIONED MEANS WILL NOT BE COUNTED.

IF YOU HAVE ANY QUESTIONS ON THE PROCEDURES FOR VOTING ON THE

PLAN, PLEASE CONTACT VERITA GLOBAL

(THE DEBTORS SOLICITATION AGENT) AT:

(888) 788-0109 (DOMESTIC TOLL-FREE)

OR (781) 575-2045 (INTERNATIONAL TOLL)

OR EMAIL: CUTERAINFO@VERITAGLOBAL.COM; SUBJECT LINE: CUTERA

Cutera, Inc. and its affiliated debtors (each, a Debtor and together, the Debtors ) submit this

Disclosure Statement pursuant to section 1125 of the Bankruptcy Code for use in solicitation of votes on the Plan. The Plan is anticipated to be filed with the United States Bankruptcy Court for the Southern District of Texas (the

Bankruptcy Court ). A copy of the Plan is attached hereto as Exhibit A. This Disclosure Statement provides information regarding the Plan, which the Debtors are seeking to have confirmed by the Bankruptcy

Court. The Debtors are providing the information in this Disclosure Statement to certain Holders of Claims for purposes of soliciting votes to accept or reject the Plan.

Pursuant to the Restructuring Support Agreement, which is attached hereto as Exhibit

B, the Plan is currently supported by the Debtors and Holders of approximately 74% in amount of Senior Notes Claims.

provides that the following parties, in their capacity as such, are deemed to grant the releases provided for therein: (i) all Holders of Claims or Interests that vote to accept the Plan and who do not affirmatively opt out of the releases set

forth in Section 9.3 of the Plan, (ii) all Holders of Claims or Interests that are deemed to accept the Plan and who do not affirmatively opt out of the releases set forth in Section 9.3 of

the Plan, (iii) all Holders of Claims or Interests that vote to reject the Plan or are deemed to reject the Plan and who do not affirmatively opt out of the releases set forth in Section 9.3 of the Plan, (iv) all

Holders of Claims or Interests who abstain from voting on the Plan and who do not affirmatively opt out of the releases provided by the Plan, (v) each Released Party, (vi) each Related Party to each Entity in clause (i) through (v)

solely to the extent such Related Party may assert Claims or Causes of Action on behalf of or in a derivative capacity by or through an entity in clause (i) through (v); provided, that, in each case, an

Entity shall not be a Releasing Party if it: (x) elects to opt out of the releases set forth in Section 9.3 of the Plan; or (y) timely objects to the releases set forth in Section 9.3 of

the Plan, either through (1) a formal objection Filed on the docket of the Chapter 11 Cases or (2) an informal objection provided to the Debtors by electronic mail, and such objection is not withdrawn on the docket of the Chapter 11 Cases

or via electronic mail, as applicable, before Confirmation.

Holders of Claims and Interests in Classes 1, 2, 4, 5, 6, 7, and

8 may opt out of becoming a Releasing Party by checking the applicable box on the Opt-Out Form. Holders of Claims in Class 3 may opt out of becoming a Releasing Party by checking the applicable

box on their respective Ballot.

The consummation and effectiveness of the Plan are subject to certain material conditions

precedent described herein and set forth in Article VIII of the Plan. There is no assurance that the Bankruptcy Court will confirm the Plan or approve this Disclosure Statement or, if the Bankruptcy Court does confirm the Plan, that the

conditions necessary for the Plan to become effective will be satisfied or, in the alternative, waived.

You are encouraged to read

this Disclosure Statement (including Certain Factors to Be Considered described in Article VI of this Disclosure Statement) and the Plan in their entirety before submitting your Ballot to vote on the Plan.

The Debtors urge each Holder of a Claim or Interest to consult with its own advisors with respect to any legal, financial, securities, tax,

or business advice in reviewing this Disclosure Statement, the Plan, and each transaction contemplated by the Plan.

strongly encourage Holders of Claims in Class 3 to read this Disclosure Statement and the Plan in their entirety before voting to accept or reject the Plan. Assuming the requisite acceptances to the Plan are obtained, the Debtors will seek the

Bankruptcy Court s approval of the Plan at the Combined Hearing.

RECOMMENDATION BY THE DEBTORS

THE DEBTORS GOVERNING BODIES HAVE APPROVED THE RESTRUCTURING TRANSACTIONS CONTEMPLATED BY THE PLAN AND DESCRIBED IN THIS DISCLOSURE STATEMENT, AND

THE DEBTORS BELIEVE THAT THE PLAN IS FAIR AND EQUITABLE, MAXIMIZES THE VALUE OF THE DEBTORS ESTATE, AND PROVIDES THE BEST RECOVERY TO CLAIM HOLDERS. AT THIS TIME, THE DEBTORS BELIEVE THAT THE PLAN AND RELATED RESTRUCTURING TRANSACTIONS

REPRESENT THE BEST ALTERNATIVE FOR ACCOMPLISHING THE DEBTORS OVERALL RESTRUCTURING OBJECTIVES. THE DEBTORS, THEREFORE, STRONGLY RECOMMEND THAT ALL HOLDERS OF CLAIMS WHOSE VOTES ARE BEING SOLICITED SUBMIT BALLOTS TO ACCEPT THE PLAN BY

RETURNING THEIR BALLOTS SO AS TO BE ACTUALLY RECEIVED BY THE SOLICITATION AGENT NO LATER THAN [APRIL 9], 2025 AT 4:00 P.M. (PREVAILING CENTRAL TIME) PURSUANT TO THE INSTRUCTIONS SET FORTH HEREIN AND IN THE BALLOTS.

SPECIAL NOTICE REGARDING FEDERAL AND STATE SECURITIES LAWS

The Bankruptcy Court has not reviewed this Disclosure Statement or the Plan, and the securities to be issued on or after the Effective Date

will not be issued pursuant to a registration statement filed with the United States Securities and Exchange Commission (the SEC ) under the United States Securities Act of 1933 (as amended, the Securities

Act ) or any securities regulatory authority of any state under any state securities law ( Blue Sky Laws ). The Plan has not been approved or disapproved by the SEC or any state regulatory authority, and neither the SEC nor

any state regulatory authority has passed upon the accuracy or adequacy of the information contained in this Disclosure Statement or the Plan. Any representation to the contrary is a criminal offense. The Debtors are relying on exemptions from the

registration requirements of the Securities Act, including section 4(a)(2) thereof and/or Regulation D promulgated thereunder, and on equivalent exemptions under Blue Sky Laws, to exempt from registration under the Securities Act and Blue Sky Laws

the offer to certain Holders of Senior Notes Claims of new securities prior to the Petition Date, including in connection with the solicitation of votes to accept or reject the Plan (the Solicitation ).

After the Petition Date, the Debtors will rely on section 1145(a) of the Bankruptcy Code, Section 4(a)(2) of the Securities Act, or

other exemptions under the Securities Act and Blue Sky Laws to exempt from registration under the Securities Act and Blue Sky Laws the offer, issuance, and distribution of the securities described herein under the Plan. Neither the Solicitation nor

this Disclosure Statement constitutes an offer to sell or the solicitation of an offer to buy securities in any state or jurisdiction in which such offer or solicitation is not authorized.

Except to the extent publicly available, this Disclosure Statement, the Plan, and the

information set forth herein and therein are confidential. This Disclosure Statement and the Plan may contain material non-public information concerning the Debtors, its subsidiaries, and their respective debt

and Securities. Each recipient hereby acknowledges that it (a) is aware that the federal securities laws of the United States prohibit any person who has material non-public information about a company,

which is obtained from the company or its representatives, from purchasing or selling Securities of such company or from communicating the information to any other person under circumstances in which it is reasonably foreseeable that such person is

likely to purchase or sell such Securities and (b) is familiar with the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the Exchange Act ).

Disclosure Statement contains summaries of certain provisions of the Plan and certain other documents and financial information. The information included in this Disclosure Statement is provided solely for the purpose of soliciting acceptances of

the Plan and should not be relied upon for any purpose other than to determine whether and how to vote on the Plan. All Holders of Claims or Interests entitled to vote are advised and encouraged to read this Disclosure Statement and the Plan in

their entirety before voting. The Debtors believe that these summaries are fair and accurate. The summaries of the financial information and the documents that are attached to, or incorporated by reference in, this Disclosure Statement are qualified

in their entirety by reference to such information and documents. In the event of any inconsistency or discrepancy between a description in this Disclosure Statement, on the one hand, and the terms and provisions of the Plan or the financial

information and documents incorporated in this Disclosure Statement by reference, on the other hand, the Plan or the financial information and documents, as applicable, shall govern for all purposes.

Except as otherwise provided in the Plan or in accordance with applicable law, the Debtors are under no duty to update or supplement this

Disclosure Statement. The Bankruptcy Court s approval of this Disclosure Statement, which the Debtors will seek at the Combined Hearing, does not constitute a guarantee of the accuracy or completeness of the information contained herein or the

Bankruptcy Court s endorsement of the merits of the Plan. The statements and financial information contained in this Disclosure Statement have been made as of the date hereof unless otherwise specified. Holders of Claims or Interests

reviewing this Disclosure Statement should not assume at the time of such review that there have been no changes in the facts set forth in this Disclosure Statement since the date of this Disclosure Statement. No Holder of a Claim or Interest should

rely on any information, representations, or inducements that are not contained in or are inconsistent with the information contained in this Disclosure Statement, the documents attached to this Disclosure Statement, and the Plan. This Disclosure

Statement does not constitute legal, business, financial, or tax advice. Any Person or Entity desiring any such advice should consult with their own advisors. Additionally, this Disclosure Statement has not been approved or disapproved by the

Bankruptcy Court, the SEC, or any securities regulatory authority of any state under Blue Sky Laws. The Debtors are soliciting acceptances of the Plan prior to commencing any cases under chapter 11 of the Bankruptcy Code.

The financial information contained in or incorporated by reference into this Disclosure

Statement has not been audited, except as specifically indicated otherwise. The Debtors management ( Management ), in consultation with their advisors, has prepared the financial projections attached hereto as Exhibit

D and described in this Disclosure Statement. The financial projections, while presented with numerical specificity, necessarily were based on a variety of estimates and assumptions that are inherently uncertain and may be beyond the

control of Management. Important factors that may affect actual results and cause Management forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to the Debtors businesses (including their ability to

achieve strategic goals, objectives, and targets over applicable periods), industry performance, the regulatory environment, general business and economic conditions, and other factors. The Debtors caution that no representations can be made as to

the accuracy of these projections or to their ultimate performance compared to the information contained in the forecasts or that the forecasted results will be achieved. Therefore, the financial projections may not be relied upon as a guarantee or

other assurance that the actual results will occur.

Regarding contested matters, adversary proceedings, and other pending, threatened, or

potential litigation or other actions, this Disclosure Statement does not constitute, and may not be construed as, an admission of fact, liability, stipulation, or waiver by the Debtors or any other party, but rather as a statement made in the