Venus Concept Announces 1-for-15 Reverse Stock Split
May 11 2023 - 08:30AM
GlobeNewswire Inc.
Venus Concept Inc. (“Venus Concept” or the “Company”)
(NASDAQ: VERO), a global medical aesthetic technology leader, today
announced that its Board of Directors approved a 1-for-15 reverse
stock split of the Company’s issued and outstanding common stock
(the “Reverse Stock Split”). The Reverse Stock Split will be
effective at 5:00 p.m. Eastern Daylight Time today. The Company’s
common stock is expected to begin trading on The Nasdaq Capital
Market on a split-adjusted basis at the open of trading on May 12,
2023.
The Company’s stockholders previously approved
the Reverse Stock Split at the annual and special meeting of
stockholders held on May 10, 2023 at a ratio ranging from 1-for-5
up to a ratio of 1-for-15, such ratio and the implementation and
timing of such Reverse Stock Split to be determined by the
Company’s Board of Directors at its discretion.
The principal purpose of the Reverse Stock Split
is to increase the bid price of our common stock to regain
compliance with the continued listing requirements of the Nasdaq
Capital Market. In connection with the Reverse Stock Split, the
Company’s CUSIP number has changed to 92332W204 as of 5:00 p.m.
Eastern Daylight Time today. The Company’s common stock will
continue to trade under the symbol “VERO.”
As a result of the Reverse Stock Split, every 15
shares of the Company’s common stock issued and outstanding will be
automatically reclassified into one new share of common stock. The
Reverse Stock Split will not modify any rights or preferences of
the shares of the Company’s common stock. Proportionate adjustments
will be made to the per share exercise price and the number of
shares issuable upon the exercise or conversion of outstanding
warrants, and convertible or exchangeable securities, as well as to
the number of shares issued and issuable under the Company’s equity
incentive plans. The conversion ratio of our preferred stock, which
are convertible into shares of common stock on a one for ten basis,
will also be proportionately adjusted with respect to shares of
preferred stock issued and outstanding before the Reverse Stock
Split.
The common stock issued pursuant to the Reverse
Stock Split will remain fully paid and non-assessable. The Reverse
Stock Split will not affect the number of authorized shares of
common stock or the par value of the common stock nor will it
change the authorized shares of Preferred Stock or the relative
voting power of such holders of our outstanding common stock and
Preferred Stock.
No fractional shares will be issued in
connection with the Reverse Stock Split. Stockholders who would
otherwise be entitled to receive fractional shares as a result of
the Reverse Stock Split will automatically be entitled to receive
an additional fraction of a share of common stock to round up to
the next whole share. Cash will not be paid for fractional
shares.
Computershare Inc. has been appointed by the
Company to act as its exchange agent for the reverse stock split.
Stockholders owning pre-split shares via a bank, broker or other
nominee will have their positions automatically adjusted to reflect
the Reverse Stock Split and will not be required to take further
action in connection with the Reverse Stock Split, subject to
brokers’ particular processes. Similarly, registered stockholders
holding pre-split shares of the Company's common stock
electronically in book-entry form are also not required to take
further action in connection with the Reverse Stock Split.
Additional information about the Reverse Stock
Split can be found in the Company’s definitive proxy statement
filed with the Securities and Exchange Commission (the “SEC”) on
April 10, 2023, which is available free of charge at the SEC’s
website, www.sec.gov, and on the Company’s website at
ir.venusconcept.com.
About Venus Concept
Venus Concept is an innovative global medical
aesthetic technology leader with a broad product portfolio of
minimally invasive and non-invasive medical aesthetic and hair
restoration technologies and reach in over 60 countries and 14
direct markets. Venus Concept’s product portfolio consists of
aesthetic device platforms, including Venus Versa, Venus Legacy,
Venus Velocity, Venus Fiore, Venus Viva, Venus Glow, Venus Bliss,
Venus BlissMAX, Venus Epileve, Venus Viva MD and AI.ME. Venus
Concept’s hair restoration systems include NeoGraft® and the ARTAS
iX® Robotic Hair Restoration system. Venus Concept has been backed
by leading healthcare industry growth equity investors including EW
Healthcare Partners (formerly Essex Woodlands), HealthQuest
Capital, Longitude Capital Management, Aperture Venture Partners,
and Masters Special Situations.
Cautionary Statement Regarding
Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended and Section 21E of the Securities Exchange Act
of 1934, as amended. Any statements contained herein that are not
of historical facts may be deemed to be forward-looking statements.
In some cases, you can identify these statements by words such as
such as “anticipates,” “believes,” “plans,” “expects,” “projects,”
“future,” “intends,” “may,” “should,” “could,” “estimates,”
“predicts,” “potential,” “continue,” “guidance,” and other similar
expressions that are predictions of or indicate future events and
future trends. These forward-looking statements include, but are
not limited to, statements about the commencement of trading
of our shares of common stock on a post-Reverse Stock Split basis,
the bid price of our common stock following the Reverse Stock Split
and our compliance with the continued listing requirements of the
Nasdaq Capital Market , and involve risks and uncertainties that
may cause results to differ materially from those set forth in the
statements. These forward-looking statements are based on current
expectations, estimates, forecasts, and projections about our
business and the industry in which the Company operates and
management's beliefs and assumptions and are not guarantees of
future performance or developments and involve known and unknown
risks, uncertainties, and other factors that are in some cases
beyond our control. As a result, any or all of our forward-looking
statements in this communication may turn out to be inaccurate.
Factors that could materially affect our business operations and
financial performance and condition include, but are not limited
to, those risks and uncertainties described under Part II Item
1A—“Risk Factors” in our Quarterly Reports on Form 10-Q and Part I
Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2022. You are urged to consider
these factors carefully in evaluating the forward-looking
statements and are cautioned not to place undue reliance on the
forward-looking statements. The forward-looking statements are
based on information available to us as of the date of this
communication. Unless required by law, the Company does not intend
to publicly update or revise any forward-looking statements to
reflect new information or future events or otherwise.
Investor Relations Contact:
ICR Westwicke on behalf of Venus Concept
Mike Piccinino, CFA
VenusConceptIR@westwicke.com
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