Venus Concept Inc., a global medical aesthetic technology leader, announced that it has completed a non-brokered private placement of convertible preferred stock and common stock of the Company. Pursuant to the Private Placement, an aggregate of 3,185,000 Preferred Shares and 1,750,000 Common Shares were issued, resulting in aggregate gross proceeds to the Company of $6.72 million before offering expenses, which will be used for working capital and general corporate purposes.
The Common Shares were issued at a price of $0.20 per share, and the Preferred Shares were issued at $2.00 per share. Each Preferred Share is convertible into 10 Common Shares (i) at the option of the holder or (ii) at the option of the Company within 30 days following the earlier of (a) the 30-trading day VWAP of the Common Shares exceeding $1.25 or (b) the Company reporting two consecutive fiscal quarters of positive free cash flow.
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The Preferred Shares portion of the financing was led by the Company’s existing investors: EW Healthcare Partners, Masters Special Situations, LLC and its affiliates, and HealthQuest Capital. The Common Shares portion of the financing was led by Rajiv De Silva, Chief Executive Officer of Venus Concept, Dr. Hemanth Varghese, President & Chief Business Officer of Venus Concept, and Dr. S. Tyler Hollmig, an independent director of Venus Concept.
“We appreciate the continued support from our existing investors who participated in this capital raise,” said Rajiv De Silva, Chief Executive Officer of Venus Concept. “This financing provides Venus Concept with additional capital to advance our operating initiatives, key R&D priorities and the ongoing comprehensive assessment of the Company, which is currently underway. This assessment is focused on achieving a profitable and sustainable growth profile for the Company. We expect to commence implementation of the transformation plan resulting from the assessment during the first quarter of 2023. We intend to update the investment community on our progress as part of our fourth quarter earnings call in March 2023.”
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The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and will be sold in a private placement pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act. The securities may not be offered or sold in the United States absent registration or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. The Company has agreed to file a registration statement covering the resale of the Common Shares acquired by the investors in the private placement, including the Common Shares issuable upon conversion of the Preferred Shares.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.
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