Venus Concept Reports Material Agreement & Unregistered Equity Sales

TL;DR

**Venus Concept Inc. reported a material definitive agreement and unregistered equity sales on February 22, 2024, but the specific terms are not disclosed.**

AI Summary

Venus Concept Inc. filed an 8-K on February 27, 2024, reporting events that occurred on February 22, 2024. These events include the entry into a material definitive agreement and unregistered sales of equity securities. Specific details regarding the parties involved or the financial terms of these transactions are not provided in this filing snippet.

Why It Matters

This filing indicates significant corporate actions by Venus Concept Inc. that could impact its capital structure and future operations, though the specific implications cannot be determined without further details on the agreement and equity sales.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions (material definitive agreement, unregistered equity sales) that could materially impact the company, but the specific terms and implications are not disclosed in this snippet, leading to uncertainty.

Key Players & Entities

• Venus Concept Inc. (company) — registrant
• February 22, 2024 (date) — date of earliest event reported
• February 27, 2024 (date) — date of filing
• Delaware (company) — state of incorporation
• 001-38238 (dollar_amount) — Commission File Number
• 06-1681204 (dollar_amount) — IRS Employer Identification Number

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share VERO The Nasdaq
• $1.465 — e (the " Common Stock "), at a price of $1.465 per share (the " Registered Direct Offe
• $1.34 — nts "), at an initial exercise price of $1.34 per share (the " Private Placement " an
• $1.2 million — raising gross proceeds of approximately $1.2 million before deducting placement agent fees a
• $1.8313 — rice of the Placement Agent Warrants is $1.8313 per share. The foregoing descriptions

Filing Documents

• ef20022605_8k.htm (8-K) — 50KB
• ef20022605_ex4-1.htm (EX-4.1) — 92KB
• ef20022605_ex4-2.htm (EX-4.2) — 92KB
• ef20022605_ex5-1.htm (EX-5.1) — 8KB
• ef20022605_ex10-1.htm (EX-10.1) — 263KB
• ef20022605_ex99-1.htm (EX-99.1) — 11KB
• ef20022605_ex99-2.htm (EX-99.2) — 11KB
• image00001.jpg (GRAPHIC) — 4KB
• 0001140361-24-009816.txt ( ) — 796KB
• vero-20240222.xsd (EX-101.SCH) — 4KB
• vero-20240222_lab.xml (EX-101.LAB) — 21KB
• vero-20240222_pre.xml (EX-101.PRE) — 16KB
• ef20022605_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Registered Direct Offering On February 22, 2024, Venus Concept Inc., a Delaware corporation (the " Company "), entered into a securities purchase agreement (the " SPA ") with certain institutional investors (each, an " Investor "), pursuant to which the Company agreed to issue and sell to the Investors (i) in a registered direct offering, an aggregate of 817,748 shares (the " Shares ") of the Company's common stock, par value $0.0001 per share (the " Common Stock "), at a price of $1.465 per share (the " Registered Direct Offering ") and (ii) in a concurrent private placement, warrants to acquire up to an aggregate of 817,748 shares of Common Stock (the " Investor Warrants "), at an initial exercise price of $1.34 per share (the " Private Placement " and together with the Registered Direct Offering, the " Offering "). The Shares were offered at-the-market under Nasdaq rules and pursuant to the Company's shelf registration statement on Form S-3 (File 333-260267), initially filed by the Company with the Securities and Exchange Commission (the " SEC ") under the Securities Act of 1933, as amended (the " Securities Act "), on October 15, 2021 and declared effective on October 25, 2021. The Investor Warrants (and the shares of Common Stock issuable upon the exercise of the Investor Warrants) were not registered under the Securities Act, and were offered pursuant to an exemption from the registration requirements of the Securities Act provided under Section 4(a)(2) of the Securities Act. The Investor Warrants are exercisable upon issuance and will expire five years from the issuance date, and in certain circumstances may be exercised on a cashless basis. If the Company fails for any reason to deliver shares of Common Stock upon the valid exercise of the Investor Warrants within the prescribed period set forth in the Investor Warrants, the Company is required to pay the applicable holder liquidated damages in ca

02

Item 3.02 Unregistered Sale of Equity Securities. The information set forth in Item 1.01 of this Form 8-K with respect to the issuance of the Investor Warrants and the Placement Agent Warrants is incorporated herein by reference.

01

Item 8.01 Other Events Press Releases On February 23, 2024, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. On February 27, 2024, the Company issued a press release announcing the closing of the Offering, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference. Nasdaq Update As previously disclosed, on November 28, 2023, the Company received a written notice from the Listing Qualifications Department (the " Staff ") of the Nasdaq Stock Market LLC (" Nasdaq "), which set forth the Staff's determination that the Company had not regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a) within the prescribed period. As a result, the Staff advised the Company that its securities would be delisted at the opening of business on December 7, 2023, unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the " Panel "). On December 5, 2023, the Company timely requested a hearing before the Panel. The hearing, which was previously-scheduled be held on February 29, 2024, is now scheduled to be held on March 5, 2024. The hearing request automatically stayed any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. Pursuant to the Nasdaq Listing Rules, the Panel is authorized to grant, if it deems appropriate, an additional extension period not to exceed May 28, 2024. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking" identify these statements by words such as such a

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . The following exhibits are filed with this report: Exhibit No. Description 4.1 Form of Investor Warrant 4.2 Form of Placement Agent Warrant 5.1 Opinion of Dorsey & Whitney LLP 10.1 Form of Securities Purchase Agreement 23.1 Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 above) 99.1 Press Release, dated February 23, 2024 99.2 Press Release, dated February 27, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VENUS CONCEPT INC. Date: February 27, 2024 By: /s/ Rajiv De Silva Rajiv De Silva Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR