UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 6, 2023
VENUS CONCEPT INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-38238
|
06-1681204
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
235 Yorkland Blvd,
Suite 900
Toronto, Ontario M2J 4Y8
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (877) 848-8430
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange
on which registered
|
|
Common Stock, $0.0001 par value per share
|
|
VERO
|
|
The Nasdaq Capital Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
|
Amendment to Stock Purchase Agreement
As previously disclosed, on May 15, 2023, Venus Concept Inc. (the “Company”) entered into a Stock
Purchase Agreement (the “Stock Purchase Agreement”) with EW Healthcare Partners, L.P. and EW Healthcare Partners-A, L.P. (collectively, the “Investors”). Under the
Stock Purchase Agreement, the Company may issue and sell to the Investors up to $9,000,000 in shares of newly-created senior convertible preferred stock, par value $0.0001 per share (the “Senior Preferred Stock”),
in multiple tranches from time to time until December 31, 2025, subject to a minimum aggregate purchase amount of $500,000 in each tranche (the “Private Placement”). Sales of Senior Preferred Stock in the
Private Placement are purely discretionary and must be approved by both the Company and the Investors. The initial sale in the Private Placement occurred on May 15, 2023, under which the Company sold to the Investors an aggregate of 280,899
shares of Senior Preferred Stock for an aggregate purchase price of $2,000,000.
On July 6, 2023, the Company and the Investors entered into an amendment to the Stock Purchase Agreement (the “Amendment”). The
Amendment (a) clarifies the appropriate date pursuant to which the purchase price for each share of Senior Preferred Stock to be sold in the Private Placement is determined (such that the purchase price shall be equal to the “Minimum Price” as set
forth in Nasdaq Stock Market LLC Rule 5635(d)) and (b) permits the Company to specify a desired closing date (subject to approval by the Investors) for each sale in the Private Placement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as
Exhibit 10.1.
| Item 3.02. |
Unregistered Sales of Equity Securities.
|
Second Placement of Senior Preferred Stock
On July 12, 2023, the Company and the Investors consummated the second sale in the Private Placement, under which the Company sold the Investors
an aggregate of 500,000 shares of Senior Preferred Stock for an aggregate purchase price of $2,000,000 (the “Second Placement”). The Second Placement was consummated in reliance on the private placement
exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Registration D, promulgated by the Securities and Exchange Commission, as well as similar exemptions under applicable state laws.
The Company expects to use the proceeds of the Second Placement, after the payment of transaction expenses, for general working capital purposes.
For additional information regarding the Private Placement, including the terms of the Senior Preferred Stock, please see the Current Reports on
Form 8-K, including the exhibits thereto, filed by the Company with the Securities Exchange Commission on May 15, 2023 and June 26, 2023.
| Item 9.01. |
Financial Statements and Exhibits.
|
|
Exhibit
No.
|
|
Description
|
| |
|
|
|
|
Amendment to Stock Purchase Agreement, dated July 6, 2023, by and among the Company, EW Healthcare Partners, L.P. and EW Healthcare Partners-A.
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
VENUS CONCEPT INC.
|
| |
|
|
|
Date: July 12, 2022
|
By:
|
/s/ Domenic Della Penna
|
| |
|
Domenic Della Penna
|
| |
|
Chief Financial Officer
|