PROXY STATEMENT FOR THE 2023 ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS
MAY 10, 2023
INFORMATION ABOUT THE PROXY PROCESS AND VOTING
We have sent you this Proxy Statement and the enclosed Proxy Card because the board of directors of Venus Concept Inc. (referred to herein as the “Company,” “Venus Concept,” “we,” “us” or “our”) is soliciting your proxy to vote at our 2023 Annual and Special Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, May 10, 2023, at 8:30 a.m. Eastern Daylight Time. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/VERO2023, where you will be able to listen to the meeting live, submit questions and vote online.
This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.
The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.
In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. We may retain outside consultants to solicit proxies on our behalf as well. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.
This Proxy Statement, the enclosed form of Proxy Card and the Company’s annual report for the fiscal year ended December 31, 2022 (the “Annual Report”) shall be mailed on or about April 10, 2023, to holders of record of the Company’s common stock and voting convertible preferred stock, as of March 24, 2023 (the “Record Date”), using the full set delivery option pursuant to Rule 14a-16(n) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Only holders of record of common stock and voting convertible preferred stock at the close of business as of the Record Date are entitled to vote at the Annual Meeting.
The only outstanding voting securities of Venus Concept Inc. are shares of common stock, $0.0001 par value per share (the “common stock”), of which there were 80,116,130 shares outstanding as of the Record Date (excluding any treasury shares) and shares of convertible voting preferred stock, $0.001 par value per share (the “preferred stock” and together with the common stock, “shares”), of which there were 3,185,000 shares outstanding as of the Record Date. The holders of a majority in voting power of the shares of common stock and preferred stock issued and outstanding and entitled to vote, present in person or represented by proxy, are required to hold the Annual Meeting.
Why am I receiving these materials?
We have mailed this Proxy Statement, the form of Proxy Card and Annual Report to you because the board of directors is soliciting your proxy to vote at the Annual Meeting, including any adjournments or postponements thereof. You are invited to attend the Annual Meeting online; however, you are not required to attend the Annual Meeting in order to vote your shares. Instead, you may simply complete, sign and return the Proxy Card, or follow the instructions below to submit your proxy over the telephone or on the internet.
This Proxy Statement, the form of Proxy Card and Annual Report were first mailed to our holders of record of common stock and preferred stock entitled to vote at the Annual Meeting on or about April 10, 2023.
Who can vote at the Annual Meeting?
Only holders of record of common stock and preferred stock at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 80,116,130 shares of common stock issued and outstanding and entitled to vote and 3,185,000 shares of preferred stock issued and outstanding and entitled to vote.
Common Stockholder of Record: Shares of Common Stock Registered in Your Name
If, on the Record Date, your shares of common stock were registered directly in your name with the transfer agent for our common stock, Computershare Inc., then you are a stockholder of record. As a stockholder of record,