wrinkles in certain skin types, temporary reduction of appearance of cellulite, non-invasive fat reduction (lipolysis) in the abdomen and flanks for certain body types and relief of minor muscle aches and pains in jurisdictions around the world. In addition, our technology pipeline is focused on the development of robotically assisted minimally invasive solutions for aesthetic procedures that are primarily treated by surgical intervention, including the AI.ME platform for which we received FDA 510(k) clearance for fractional skin resurfacing in December 2022.
In the United States, we have obtained 510(k) clearance from the FDA for our Venus Viva, Venus Viva MD, Venus Legacy, Venus Versa, Venus Velocity, Venus Bliss, Venus Bliss Max, Venus Epileve, Venus Fiore, ARTAS, ARTAS iX and AI.ME systems. Outside the United States, we market our technologies in over 60 countries across Europe, the Middle East, Africa, Asia-Pacific and Latin America. Because each country has its own regulatory scheme and clearance process, not every device is cleared or authorized for the same indications in each market in which a particular system is marketed.
As of the date of this prospectus, we operate directly in 14 international markets through our 11 direct offices in the United States, Canada, United Kingdom, Japan, Mexico, Spain, Germany, Australia, China, Hong Kong, and Israel.
Multi-Tranche Private Placement
On May 15, 2023, we entered into a stock purchase agreement, as subsequently amended on July 6, 2023, referred to herein as the “Stock Purchase Agreement,” with EW Healthcare Partners, L.P. and EW Healthcare Partners-A, L.P., collectively referred to herein as the “Investors.” Under the Stock Purchase Agreement, we may issue and sell to the Investors up to $9,000,000 in shares of our senior preferred stock, in multiple tranches from time to time until December 31, 2025, subject to a minimum purchase amount of $500,000 in each tranche, referred to herein as the “Private Placement.” Sales of senior preferred stock in the Private Placement are purely discretionary and must be approved by both the Company and the Investors.
The initial sale in the Private Placement occurred on May 15, 2023, under which we sold to the Investors an aggregate of 280,899 shares of senior preferred stock for an aggregate purchase price of $2,000,000. The second sale in the Private Placement occurred on July 12, 2023, under which we sold to the Investors an aggregate of 500,000 shares of senior preferred stock for an aggregate purchase price of $2,000,000. We have used, and will continue to use, the net proceeds from the Private Placement, after the payment of transaction expenses, for general working capital purposes.
See “Selling Stockholders – Description of Private Placement” beginning on page 8
Our operations and financial results are subject to various risk and uncertainties. Before deciding to invest in our securities, you should carefully consider the factors described under “Risk Factors” beginning on page 5
of this prospectus, as well as the other information included elsewhere in this prospectus, and the risk factors described under “Part I, Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and in any subsequently-filed Quarterly Reports on Form 10-Q, and those contained in our other filings with the SEC that are incorporated by reference in this prospectus. Any of the foregoing risk factors could adversely affect our business, results of operations, financial condition and prospects. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business operations.
We were founded on November 22, 2002 as a Delaware corporation under the name Restoration Robotics, Inc. We changed our corporate name to Venus Concept Inc. on November 7, 2019. Our principal executive offices are located at 235 Yorkland Blvd., Suite 900, Toronto, Ontario M2J 4Y8 and our telephone number is (877) 848-8430. Our website address is https://www.venusconcept.com/en-us/. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus. We have included our website address as an inactive textual reference only.