Venus Concept Appoints New CMO, Director; Discloses Officer Compensation

TL;DR

Venus Concept shakes up leadership with a new CMO and board member, plus executive pay details.

AI Summary

Venus Concept Inc. announced on September 24, 2024, the appointment of Dr. Mark T. Smith as Chief Medical Officer and the election of Ms. Jennifer L. Smith to its Board of Directors. The company also disclosed compensatory arrangements for certain officers, details of which are included in the filing.

Why It Matters

These executive and board changes could signal a shift in the company's strategic direction or leadership focus, potentially impacting its future performance and operations.

Risk Assessment

Risk Level: medium — Changes in key executive and board positions can introduce uncertainty and potential shifts in strategy, which may affect the company's future performance.

Key Players & Entities

• Venus Concept Inc. (company) — Registrant
• Dr. Mark T. Smith (person) — Appointed Chief Medical Officer
• Ms. Jennifer L. Smith (person) — Elected to Board of Directors
• September 24, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — (s) on which registered Common Stock, $0.0001 par value per share VERO The Nasdaq

Filing Documents

• ef20036477_8k.htm (8-K) — 29KB
• ef20036477_ex10-1.htm (EX-10.1) — 8KB
• 0001140361-24-042369.txt ( ) — 172KB
• vero-20240924.xsd (EX-101.SCH) — 4KB
• vero-20240924_lab.xml (EX-101.LAB) — 21KB
• vero-20240924_pre.xml (EX-101.PRE) — 16KB
• ef20036477_8k_htm.xml (XML) — 4KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers As previously reported, on February 8, 2024, the board of directors (the "Board") of Venus Concept Inc. (the "Company") approved the award of transaction completion bonuses to Rajiv De Silva, Hemanth Varghese, Ph.D., Domenic Della Penna and Ross Portaro (each an "Awardee") to be paid in accordance with transaction completion bonus award letters (each an "Award Letter") upon completion of a Strategic Transaction resulting in a Change of Control (as such terms are defined in the Award Letters). Each bonus payment is contingent upon the satisfaction of certain terms and conditions set forth in the respective Award Letters, including, but not limited to, (a) the successful completion of a Strategic Transaction resulting in a Change of Control, as determined by the Board, within the time period prescribed in the Award Letters and (b) the Awardee is an active, full-time employee of the Company, in good standing as determined in the reasonable discretion of the Board, on the Payment Date (as defined in the Award Letters). On September 24, 2024, the Board resolved to extend the time period prescribed in the Awards Letters to successfully complete a Strategic Transaction resulting in a Change of Control by an additional twelve (12) months. All other Award Letter terms and conditions remain unamended and in full force and effect. The form of notice to Awardees extending the time period to successfully complete a Strategic Transaction Resulting in a Change of Control is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . The following exhibits are filed with this report. Exhibit No. Description 10.1 Form of Extension Letter (Transaction Completion Bonus Award) 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: September 30, 2024 By: /s/ Domenic Della Penna Domenic Della Penna Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR