VERO Venus Concept Inc

On November 18, 2022, Venus Concept, Inc. (the “Company”) entered into a stock purchase agreement (the “Stock Purchase Agreement”) with certain investors named therein (collectively, the “Investors”), pursuant to which the Company will issue and sell to the Investors an aggregate of 1,750,000 shares of common stock, par value $0.0001 per share (“Common Stock”), and 3,185,000 shares of voting convertible preferred stock, par value $0.0001 per share (“Voting Preferred Stock”) (the “2022 Private Placement”). The Voting Preferred Stock will convert into shares of Common Stock on a one for ten basis (i) at the option of an Investor upon delivery of a valid conversion notice to the Company or (ii) at the option of the Company within 30 days following the occurrence of certain events. The Voting Preferred Stock votes with the Common Stock on an as-converted basis. The terms of the Voting Preferred Stock are further described below under Item 5.03 of this Current Report on Form 8‑K.

The gross proceeds to the Company from the 2022 Private Placement are expected to be $6.72 million, before offering expenses. Proceeds from the 2022 Private Placement will be used to for general working capital purposes.

The Stock Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties. The representations, warranties, and covenants contained in the Stock Purchase Agreement were made only for purposes of such agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Stock Purchase Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to the investors generally. Investors should not rely on the representations, warranties, and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company.

The securities issued by the Company under the Stock Purchase Agreement and to be issued upon conversion of the shares of Voting Preferred Stock have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company relied and will rely on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Registration D, promulgated by the U.S. Securities and Exchange Commission (the “SEC”), and on similar exemptions under applicable state laws.

Under the terms of the Stock Purchase Agreement, the Company and the Investors entered into an amendment and restatement to the Registration Rights Agreement, dated December 15, 2021 (as so amended and restated, the “A&R Registration Rights Agreement”), previously executed in connection with the Company’s December 15, 2021 private placement of Common Stock and nonvoting convertible preferred stock, par value $0.0001 per share (the “Nonvoting Preferred Stock”). Pursuant to the A&R Registration Rights Agreement, the Company is required, among other things, to file a shelf registration statement with respect to the shares of Common Stock to be issued to the Investors in the 2022 Private Placement and the shares of Common Stock issuable upon conversion of the Voting Preferred Stock with the SEC within 30 days following the closing of the 2022 Private Placement. The A&R Registration Rights Agreement contains customary terms and conditions for a transaction of this type.

The foregoing description of the Stock Purchase Agreement and the A&R Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Stock Purchase Agreement and the A&R Registration Rights Agreement, respectively, copies of which are filed herewith as Exhibits 10.1 and 10.2.