Venus Concept Announces Closing of $1.1 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Venus Concept (NASDAQ: VERO) has successfully closed its previously announced registered direct offering, raising approximately $1.1 million in gross proceeds through the sale of 328,573 shares of common stock. The shares were priced at $3.50 per share at-the-market under Nasdaq rules.

H.C. Wainwright & Co. served as the exclusive placement agent for the offering. The medical aesthetic technology company plans to utilize the net proceeds, after deducting placement agent fees and other offering expenses, for general corporate purposes. The offering was conducted through a shelf registration statement on Form S-3 that received SEC effectiveness on November 1, 2024.

Positive

• Successfully raised $1.1 million in new capital

Negative

• Small offering size suggests funding secured
• Potential dilution for existing shareholders
• Use of proceeds for general corporate purposes indicates no specific growth initiatives

Insights

Financial Analyst

Venus Concept's $1.1 million registered direct offering reveals concerning financial dynamics for this medical aesthetics company. The $3.50 per share pricing represents a substantial 61% discount to the current $8.93 market price, signaling weak investor demand and significant dilution for existing shareholders.

The capital raise adds 328,573 new shares, representing approximately 5% dilution of the company's equity. While seemingly modest, the steep discount required to complete this transaction suggests potential funding challenges. For context, this $1.1 million offering represents approximately 19% of Venus Concept's $5.9 million market capitalization.

Particularly troubling is the vague allocation of proceeds for "general corporate purposes" rather than specific growth initiatives or strategic investments. This generic designation typically indicates funds destined for working capital and operational expenses rather than value-creating activities.

This financing appears to be a tactical move to strengthen Venus Concept's balance sheet rather than a strategic growth investment. While the additional capital provides some financial breathing room, the terms of this offering suggest Venus Concept faced challenges securing more favorable financing conditions, which raises questions about its current financial position and future capital requirements.

TORONTO, April 10, 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 328,573 shares of common stock at a purchase price of $3.50 per share.

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

The gross proceeds to the Company from the offering were approximately $1.1 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 were 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.

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.

Investor Relations Contact:

ICR Westwicke on behalf of Venus Concept:
Mike Piccinino, CFA
VenusConceptIR@westwicke.com

FAQ

How much did Venus Concept (VERO) raise in its April 2025 direct offering?

Venus Concept raised $1.1 million in gross proceeds through the sale of 328,573 shares priced at $3.50 per share.

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

The shares were priced at $3.50 per share in the at-the-market offering under Nasdaq rules.

How will Venus Concept use the proceeds from its 2025 stock offering?

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

Who was the placement agent for Venus Concept's April 2025 offering?

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