Venus Concept Announces Closing of $1.2 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules
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The capital raise by Venus Concept Inc. through a registered direct offering and concurrent private placement is significant for the company's financial structure. Raising approximately $1.2 million, albeit a modest sum, indicates the company's need for liquidity and could potentially dilute existing shareholders. The pricing of shares at $1.465 and warrants at $1.34 suggests a strategic move to attract investors through a discounted exercise price for the warrants, which could be perceived as an incentive to participate in the offering.
It is crucial to scrutinize the use of proceeds for 'general corporate purposes.' Investors should monitor how these funds contribute to the company's growth strategy, R&D, marketing efforts, or debt reduction. The impact on the company's balance sheet and future earnings is a key consideration, as is the potential for the warrants to be exercised, providing additional capital but further diluting shareholder value.
In the context of the medical aesthetic technology market, Venus Concept's capital raise could be a response to the industry's competitive dynamics. The need for continuous innovation and marketing in this space is capital-intensive. The company's decision to raise funds may be aimed at maintaining or enhancing its competitive position.
However, the modest amount raised raises questions about the company's ability to fund significant growth initiatives. Comparing the proceeds to industry norms for R&D or market expansion costs could provide insight into the potential impact of this capital raise. Additionally, the investor sentiment towards the company's prospects, given the market's reaction to the offering, could influence Venus Concept's stock performance and valuation.
The legal structure of the offering involves both registered shares and unregistered warrants, which is a common practice to raise capital while providing investors with an opportunity for additional investment at a set price. The reliance on a shelf registration statement for the registered shares ensures compliance with SEC regulations and expedites the offering process.
Investors must be aware of the legal implications of the unregistered warrants, which are not freely tradable until they are either registered or meet an exemption under the Securities Act. The five-year expiration of the warrants also adds a timeline for potential exercise, which could affect the company's capital structure in the long term. It is important to consider the legal stipulations and their implications for both the company and investors.
TORONTO, Feb. 27, 2024 (GLOBE NEWSWIRE) -- Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, today announced that it has closed its previously announced registered direct offering priced at-the-market under Nasdaq rules for the purchase and sale of 817,748 shares of common stock at a purchase price of
H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.
The gross proceeds to the Company from the offering were approximately
The common stock (but not the unregistered warrants and the shares of common stock underlying the unregistered warrants) described above were 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 was 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 were filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained 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 were issued 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 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.
FAQ
How many shares of common stock were offered in the direct offering by Venus Concept Inc.?
What was the purchase price per share in the direct offering by Venus Concept Inc.?
Who acted as the exclusive placement agent for the offering by Venus Concept Inc.?
How much gross proceeds were generated by the offering conducted by Venus Concept Inc.?
What is the purpose of the net proceeds from the offering for Venus Concept Inc.?
