Venus Concept Inc. Announces Multi-Tranche Private Placement of Senior Convertible Preferred Stock for up to $9 Million with EW Healthcare Partners
May 15 2023 - 07:00AM
Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ:
VERO), a global medical aesthetic technology leader, today
announced that it has entered into a stock purchase agreement (the
“Stock Purchase Agreement”) with funds affiliated with EW
Healthcare Partners (the “Investors”). Pursuant to the Stock
Purchase Agreement, the Company may issue and sell to the Investors
up to $9,000,000, before offering expenses, in shares of senior
convertible preferred stock (the “Senior Preferred Stock”), in
multiple tranches from time to time until December 31, 2025.
Offering proceeds will be used for working capital and general
corporate purposes.
At the initial closing, expected to occur today,
the Investors will purchase 280,899 Senor Preferred Stock at a
price of $7.12 per share for total gross proceeds to the Company of
$2.0 million. Following the initial closing, each subsequent
tranche request submitted by the Company to the Investors is
subject to acceptance by the Investors.
The purchase price for each share of Senior
Preferred Stock purchased in each tranche floats at a price equal
to the product of (a) the lower of (i) the closing price of the
Company’s common stock on the trading day immediately preceding the
applicable tranche closing date and (ii) the average closing price
of the Company’s common stock for the five trading days immediately
preceding the applicable closing date, multiplied by (b) two. Each
share of Senior Preferred Stock is convertible into common shares
on a 1-for-2.6667 basis at the option of (i) the Investors at any
time or (ii) the Company within 30 days following the occurrence of
specified trigger events.
“We appreciate the continued support from EW
Healthcare Partners, a longstanding investor in the Company,” said
Rajiv De Silva, Chief Executive Officer of Venus Concept. “This
financing provides Venus Concept with valuable capital to execute
our near-to-intermediate term strategic objectives. We look forward
to working with EW Healthcare Partners to access funding from this
multi-tranche private placement as needs arise.”
Additional information regarding the Stock
Purchase Agreement and the Senior Preferred Stock will be set forth
in a Current Report on Form 8-K, which Venus Concept expects to
file with the SEC today.
Canaccord Genuity acted as exclusive placement
agent and financial advisor to the Company in the offering.
The offer and sale of the foregoing securities
are being made in a transaction not involving a public offering and
have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), or applicable state securities
laws, and will be sold in a private placement pursuant to Section
4(a)(2) and/or Regulation D of the Securities Act. The securities
may not be offered or sold in the United States absent registration
or pursuant to an exemption from the registration requirements of
the Securities Act and applicable state securities laws. The
Company has agreed to file a registration statement covering the
resale of the Common Shares acquired by the investors in the
private placement, including the Common Shares issuable upon
conversion of the Senior Preferred Stock.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy the securities in
the described offering, nor shall there be any offer, solicitation
or sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
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 expecting timing of the initial closing
of the sale of Senior Preferred Stock and whether or not any
subsequent sales of the Senior Preferred Stock will occur. 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, general
economic conditions, including the global economic impact of
COVID-19, and involve risks and uncertainties that may cause
results to differ materially from those set forth in the statements
and 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.
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.
Investor Relations Contact:
ICR Westwicke on behalf of Venus Concept:
Mike Piccinino, CFA
VenusConceptIR@westwicke.com
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