Venus Concept Announces $1.5 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Venus Concept (NASDAQ: VERO), a global medical aesthetic technology leader, has announced a registered direct offering of 386,700 shares of common stock priced at $4.06 per share. The offering, priced at-the-market under Nasdaq rules, is expected to generate gross proceeds of approximately $1.5 million before deducting placement agent fees and expenses.

The closing is anticipated around April 14, 2025, subject to customary conditions. H.C. Wainwright & Co. serves as the exclusive placement agent. The company plans to use the net proceeds for general corporate purposes. The offering is made pursuant to an effective S-3 shelf registration statement previously filed with the SEC.

Positive

• Successful execution of capital raising through registered direct offering
• Offering priced at-market, indicating fair market value

Negative

• Small offering size of only $1.5M may indicate investor interest
• Additional share issuance leads to dilution of existing shareholders
• Vague use of proceeds for 'general corporate purposes' lacks specific growth initiatives

Insights

Financial Analyst

Venus Concept's $1.5 million registered direct offering represents a significant capital raise relative to the company's market capitalization. With 386,700 new shares being issued at $4.06 per share (the current market price), this offering will result in approximately 55% dilution for existing shareholders based on the company's current $2.84 million market cap.

The at-market pricing is a neutral signal - neither commanding a premium nor requiring a discount to attract investors. However, the substantial dilution for a relatively modest cash infusion raises questions about the company's capital strategy. The vague designation of proceeds for "general corporate purposes" provides minimal insight into how the funds will be deployed.

H.C. Wainwright's involvement as placement agent adds credibility to the transaction, but investors should note that fees and expenses will reduce the net proceeds below the $1.5 million gross amount. This capital raise could provide short-term operational runway, but the significant dilution may concern existing shareholders who will see their ownership percentage substantially reduced while the company only secures modest additional funding.

For context, in the medical aesthetics technology sector, companies typically raise capital for R&D initiatives, sales expansion, or to strengthen balance sheets. Without specific details on intended use, shareholders can't assess whether this offering will drive future value commensurate with the dilution impact.

TORONTO, April 11, 2025 (GLOBE NEWSWIRE) -- 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 386,700 shares of common stock at a purchase price of $4.06 per share in a registered direct offering priced at-the-market under Nasdaq rules. The closing of the offering is expected to occur on or about April 14, 2025, 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 $1.5 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 shares of common stock described above are being 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 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.

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

FAQ

How much is Venus Concept (VERO) raising in their April 2025 offering?

Venus Concept is raising approximately $1.5 million through a registered direct offering of 386,700 shares priced at $4.06 per share.

What is the price per share for VERO's April 2025 stock offering?

The offering price is $4.06 per share, priced at-the-market under Nasdaq rules.

When will Venus Concept's (VERO) April 2025 stock offering close?

The offering is expected to close on or about April 14, 2025, subject to customary closing conditions.

How will Venus Concept (VERO) use the proceeds from the April 2025 offering?

The company intends to use the net proceeds from the offering for general corporate purposes.