Venus Concept Announces Closing of Up To $3.45 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Venus Concept (NASDAQ: VERO) has closed a registered direct offering priced at-the-market, raising $1.15 million through the sale of 434,720 shares at $2.65 per share. The company also issued unregistered short-term warrants in a concurrent private placement for up to 869,440 shares at $2.65 per share, which could generate an additional $2.3 million if fully exercised. The warrants are immediately exercisable and expire in 18 months. H.C. Wainwright & Co. served as the exclusive placement agent. The proceeds will be used for general corporate purposes. The offering includes registered common stock under Form S-3 and unregistered warrants issued under Section 4(a)(2) of the Securities Act.

Positive

• Immediate access to $1.15 million in gross proceeds
• Potential for additional $2.3 million through warrant exercise
• Warrants are immediately exercisable

Negative

• Dilutive effect on existing shareholders
• No guarantee that warrants will be exercised
• Offering priced at market suggests limited premium for investors

Insights

Financial Analyst

Venus Concept raised $1.15M with potential for $2.3M more through warrants, bolstering liquidity but indicating possible capital constraints.

Venus Concept has secured $1.15 million in immediate financing through a registered direct offering of 434,720 common shares priced at $2.65 per share. The at-the-market pricing suggests the company needed to raise capital without offering a discount to attract investors. The offering includes unregistered short-term warrants that could provide up to an additional $2.3 million if fully exercised, though there's no guarantee this will happen.

This relatively small capital raise for a NASDAQ-listed medical aesthetics company signals potential cash flow concerns. The total potential amount of $3.45 million appears modest for a public company in the medical technology sector, suggesting this may be bridge financing rather than growth capital. The vague designation of proceeds for "general corporate purposes" rather than specific growth initiatives or R&D further supports this interpretation.

The 18-month warrant exercise period provides a secondary financing mechanism without immediate dilution, but also creates an overhang of potential future dilution. The equal exercise price of $2.65 for the warrants (matching the share offering price) indicates neutral market sentiment - neither a premium nor discount was negotiated.

This financing comes through H.C. Wainwright & Co., a boutique investment bank often working with smaller publicly traded companies. This capital infusion will temporarily strengthen Venus Concept's balance sheet, but investors should watch for indications of whether this addresses underlying cash needs or merely delays more substantial financing requirements.

$1.15 million upfront with up to an additional $2.3 million of potential aggregate gross proceeds upon the exercise in full of unregistered short-term warrants

TORONTO, June 09, 2025 (GLOBE NEWSWIRE) -- Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, today announced the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules for the purchase and sale of 434,720 shares of common stock at a purchase price of $2.65 per share. In a concurrent private placement, the Company issued unregistered short-term warrants to purchase up to 869,440 shares of common stock at an exercise price of $2.65 per share that are immediately exercisable upon issuance and will expire eighteen months following the effective date of the registration statement covering the resale of the shares of common stock issuable upon exercise of the unregistered short-term warrants.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering were approximately $1.15 million, before deducting placement agent fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the unregistered short-term warrants, if fully-exercised on a cash basis, will be approximately $2.3 million. No assurance can be given that any of such unregistered short-term warrants will be exercised. The Company intends to use the net proceeds from the offering for general corporate purposes.

The common stock (but not the unregistered short-term warrants and the shares of common stock underlying the unregistered short-term warrants) described above was offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-282811) that was declared effective by the Securities and Exchange Commission (the “SEC”) on November 1, 2024. 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 was 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 short-term warrants described above were 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 short-term warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the unregistered short-term 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 9 direct markets. Venus Concept's product portfolio consists of aesthetic device platforms, including Venus Versa, Venus Versa Pro, Venus Legacy, Venus Velocity, Venus Viva, Venus Glow, Venus Bliss, Venus Bliss MAX, 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 and Aperture Venture Partners.

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, the exercise of the unregistered short-term warrants prior to their expiration, 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

FAQ

What is the size of Venus Concept's (VERO) recent offering?

Venus Concept's offering consists of $1.15 million upfront through share sales, with potential additional proceeds of $2.3 million if all warrants are exercised, totaling up to $3.45 million.

What is the share price for Venus Concept's (VERO) offering?

The shares and warrants in the offering are priced at $2.65 per share.

How many shares were sold in Venus Concept's (VERO) direct offering?

Venus Concept sold 434,720 shares of common stock and issued warrants for up to 869,440 additional shares.

What will Venus Concept (VERO) use the offering proceeds for?

Venus Concept intends to use the net proceeds from the offering for general corporate purposes.

When do the warrants expire for Venus Concept's (VERO) offering?

The unregistered short-term warrants will expire eighteen months following the effective date of the registration statement.