Venus Concept Announces 1-for-15 Reverse Stock Split
The Company’s stockholders previously approved the Reverse Stock Split at the annual and special meeting of stockholders held on
The principal purpose of the Reverse Stock Split is to increase the bid price of our common stock to regain compliance with the continued listing requirements of the Nasdaq Capital Market. In connection with the Reverse Stock Split, the Company’s CUSIP number has changed to 92332W204 as of
As a result of the Reverse Stock Split, every 15 shares of the Company’s common stock issued and outstanding will be automatically reclassified into one new share of common stock. The Reverse Stock Split will not modify any rights or preferences of the shares of the Company’s common stock. Proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of outstanding warrants, and convertible or exchangeable securities, as well as to the number of shares issued and issuable under the Company’s equity incentive plans. The conversion ratio of our preferred stock, which are convertible into shares of common stock on a one for ten basis, will also be proportionately adjusted with respect to shares of preferred stock issued and outstanding before the Reverse Stock Split.
The common stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split will not affect the number of authorized shares of common stock or the par value of the common stock nor will it change the authorized shares of Preferred Stock or the relative voting power of such holders of our outstanding common stock and Preferred Stock.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. Cash will not be paid for fractional shares.
Additional information about the Reverse Stock Split can be found in the Company’s definitive proxy statement filed with the
About Venus Concept
Cautionary Statement Regarding 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. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. In some cases, you can identify these statements by words such as such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements include, but are not limited to, statements about the commencement of trading of our shares of common stock on a post-Reverse Stock Split basis, the bid price of our common stock following the Reverse Stock Split and our compliance with the continued listing requirements of the Nasdaq Capital Market , and involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business and the industry in which the Company 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 our control. As a result, any or all of our forward-looking statements in this communication may turn out to be inaccurate. Factors that could materially affect our business operations and financial performance and condition include, but are not limited to, those risks and uncertainties described under Part II Item 1A—“Risk Factors” in our Quarterly Reports on Form 10-Q and Part I Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended
Investor Relations Contact:
ICR Westwickeon behalf of Venus Concept Mike Piccinino, CFA VenusConceptIR@westwicke.com
Source: Venus Concept Inc.