Venus Concept Inc. Announces Multi-Tranche Private Placement of Senior Convertible Preferred Stock for up to $9 Million with EW Healthcare Partners
At the initial closing, expected to occur today, the Investors will purchase 280,899 Senor Preferred Stock at a price of
The purchase price for each share of Senior Preferred Stock purchased in each tranche floats at a price equal to the product of (a) the lower of (i) the closing price of the Company’s common stock on the trading day immediately preceding the applicable tranche closing date and (ii) the average closing price of the Company’s common stock for the five trading days immediately preceding the applicable closing date, multiplied by (b) two. Each share of Senior Preferred Stock is convertible into common shares on a 1-for-2.6667 basis at the option of (i) the Investors at any time or (ii) the Company within 30 days following the occurrence of specified trigger events.
“We appreciate the continued support from
Additional information regarding the Stock Purchase Agreement and the Senior Preferred Stock will be set forth in a Current Report on Form 8-K, which
Canaccord Genuity acted as exclusive placement agent and financial advisor to the Company in the offering.
The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and will be sold in a private placement pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act. The securities may not be offered or sold in
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the described offering, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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 expecting timing of the initial closing of the sale of Senior Preferred Stock and whether or not any subsequent sales of the Senior Preferred Stock will occur. 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, general economic conditions, including the global economic impact of COVID-19, and involve risks and uncertainties that may cause results to differ materially from those set forth in the statements and 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 December 31, 2022. 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 us as of the date of this communication. 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 Westwickeon behalf of Venus Concept: Mike Piccinino, CFA VenusConceptIR@westwicke.com
Source: Venus Concept Inc.