On February 7, 2023, Venus Concept Inc. (the “Company”) announced the separation of Soeren Maor Sinay as Chief Operating Officer (“COO”), effective
March 6, 2023.
On March 1, 2023, Mr. Sinay and Venus Concept UK Limited (“Venus”) entered into a Settlement Agreement (the “Settlement”). Pursuant to the terms of
the Settlement, Mr. Sinay is entitled to receive, in connection with his separation, an aggregate total of £315,418.77 in accordance with the payment schedule set forth in the Settlement, consisting of (i) a separation payment of £30,000.00 on or
before April 21, 2023, (ii) £25,385.00, representing five (5) weeks’ pay in lieu of notice (the “Payment in Lieu”) on or before April 21, 2023, (iii) £23,018.77, representing outstanding vacation pay for twenty-two and 67/100 (22.67) accrued but
unused vacation days (the “Vacation Payment”) on or before April 21, 2023, and (iv) a settlement payment of £233,615.00 on or before May 19, 2023. The Payment in Lieu and Vacation Payment are subject to applicable withholdings and deductions.
Further, the Company shall pay to Mr. Sinay his pro-rated entitlement of the Company’s annual executive discretionary bonus program for the fourth quarter of fiscal year 2022 if such bonuses are approved by the Company’s board of directors.
In addition, Mr. Sinay’s granted and unvested options, including Restricted Stock Units granted in March 2022, will continue to vest in the regular
course per the vesting schedule of the respective grant until June 15, 2024 (the “Final Vesting Date”). Mr. Sinay will have ninety (90) days from the Final Vesting Date to exercise any vested but unexercised options. Venus will also contribute
£3,400 toward Mr. Sinay’s personal pension and £2,000 in respect of Mr. Sinay’s legal and accounting fees incurred in connection with the Settlement.
The Settlement provides for a general waiver and release of claims in favor of the Company and its affiliates and other customary provisions,
including indemnification, non-disclosure and confidentiality provisions.
The Settlement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of
the material terms of the Settlement does not purport to be complete and is qualified in its entirety by reference to the exhibit attached hereto.