VERO Venus Concept Inc

On May 11, 2023, Venus Concept Inc. (the “Company”) effected a 1-for-15 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, par value $0.0001 per share (“Common Stock”) by the filing of a Certificate of Amendment of Certificate of Incorporation (the “Certificate”) with the Secretary of State of the State of Delaware pursuant to the Delaware General Corporation Law. The Reverse Stock Split became effective at 5:00 p.m. Eastern Time on May 11, 2023. The Company anticipates that the Common Stock will begin to trade on a Reverse Stock Split-adjusted basis as of the opening of the Nasdaq Capital Market on May 12, 2023.

On May 10, 2023, the Company held its Annual and Special Meeting of Stockholders (the “Annual and Special Meeting”). At the Annual and Special Meeting, the Company’s stockholders approved the Reverse Stock Split 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 (the “Board”) at its discretion. Following the Annual and Special Meeting on May 10, 2023, the Board approved the Reverse Stock Split at a ratio of 1-for-15 shares.

As a result of the Reverse Stock Split, every 15 shares of Common Stock issued and outstanding were automatically reclassified into one new share of Common Stock. The Reverse Stock Split did not modify any rights or preferences of the shares of Common Stock. Proportionate adjustments will be made to the exercise or conversion prices and the number of shares underlying the Company’s outstanding equity awards, convertible securities and warrants, 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.

No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split were automatically rounded up to the nearest whole share. Ownership percentages did not meaningfully change as a result of rounding up the fractional shares. Similarly, no fractional shares were issued on the exercise of outstanding stock options, awards or rights, except as otherwise expressly specified in the documents governing such stock options, awards or rights.

The foregoing descriptions of the Certificate does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.