Venus Concept Announces $1.2 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules
February 23 2024 - 8:00AM
Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ:
VERO), a global medical aesthetic technology leader, today
announced that it has entered into definitive agreements for the
purchase and sale of 817,748 shares of common stock at a purchase
price of $1.465 per share in a registered direct offering priced
at-the-market under Nasdaq rules. In a concurrent private
placement, the Company will issue unregistered warrants to purchase
up to 817,748 shares of common stock at an exercise price of $1.34
per share that will be immediately exercisable upon issuance and
will expire five years following the date of issuance. The closing
of the offering is expected to occur on or about February 27, 2024,
subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The gross proceeds to the Company from the
offering are expected to be approximately $1.2 million, before
deducting placement agent fees and other offering expenses payable
by the Company. The Company intends to use the net proceeds from
the offering for general corporate purposes.
The common stock (but not the unregistered
warrants and the shares of common stock underlying the unregistered
warrants) described above are being offered by the Company pursuant
to a “shelf” registration statement on Form S-3 (File No.
333-260267) that was declared effective by the Securities and
Exchange Commission (the “SEC”) on October 25, 2021. The offering
of the shares of common stock is being made only by means of a
prospectus, including a prospectus supplement, forming a part of
the effective registration statement. A final prospectus supplement
and accompanying prospectus relating to the registered direct
offering will be filed with the SEC. Electronic copies of the final
prospectus supplement and accompanying prospectus may be obtained,
when available, on the SEC’s website at http://www.sec.gov or by
contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd
Floor, New York, New York 10022, by phone at (212) 856-5711 or
e-mail at placements@hcwco.com.
The unregistered warrants described above are
being offered in a private placement under Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”), and/or
Regulation D promulgated thereunder and, along with the shares of
common stock underlying such unregistered warrants, have not been
registered under the Securities Act, or applicable state securities
laws. Accordingly, the unregistered warrants and underlying shares
of common stock may not be offered or sold in the United States
except pursuant to an effective registration statement or an
applicable exemption from the registration requirements of the
Securities Act and such applicable state securities laws.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such jurisdiction.
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 12
direct markets. Venus Concept's product portfolio consists of
aesthetic device platforms, including Venus Versa, Venus Versa Pro,
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.
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, including, without limitation, statements
about the Company’s financial condition, and other statements
containing the words “expect,” “intend,” “may,” “will,” and similar
expressions, constitute forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995.
These forward-looking statements are based on current expectations,
estimates, forecasts, and projections about the Company’s business
and the industry in which it 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 the Company’s
control. Factors that could materially affect the Company’s
business operations and financial performance and condition
include, but are not limited to, the completion of the offering,
the satisfaction of customary closing conditions related to the
offering, the intended use of proceeds from the offering, those
risks and uncertainties described under Part I Item 1A—“Risk
Factors” in the Company’s most recent Annual Report on Form 10-K,
Part II Item 1A—“Risk Factors” in the Company’s most recent Form
10-Q and in other documents the Company may file with the SEC. 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 the Company as of
the date hereof. 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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