0001437749-23-007951 | 10-K | XBRL Viewer

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Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2022	Mar. 22, 2023	Jun. 30, 2022
Document Information [Line Items]
Entity Central Index Key	0001409269
Entity Registrant Name	Venus Concept Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-38238
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-1681204
Entity Address, Address Line One	235 Yorkland Blvd. Suite 900
Entity Address, City or Town	Toronto
Entity Address, State or Province	ON
Entity Address, Postal Zip Code	M2J 4Y8
City Area Code	877
Local Phone Number	848-8430
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	VERO
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 18,128,723
Entity Common Stock, Shares Outstanding		79,991,130
Auditor Name	MNP LLP
Auditor Firm ID	1930
Auditor Location	Toronto, Canada

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 11,569	$ 30,876
Accounts receivable, net of allowance of $13,619 and $11,997 as of December 31, 2022, and 2021	37,262	46,918
Inventories	23,906	20,543
Prepaid expenses	1,688	2,737
Advances to suppliers	5,881	5,667
Other current assets	3,702	3,758
Total current assets	84,008	110,499
LONG-TERM ASSETS:
Long-term trade receivables	20,044	27,710
Deferred tax assets	947	284
Severance pay funds	741	817
Property and equipment, net	1,857	2,669
Operating right-of-use assets, net	5,862	0
Intangible assets	11,919	15,393
Total long-term assets	41,370	46,873
TOTAL ASSETS	125,378	157,372
CURRENT LIABILITIES:
Trade payables	8,033	8,418
Accrued expenses and other current liabilities	16,667	19,512
Current portion of long-term debt	7,735	0
Income taxes payable	117	294
Unearned interest income	2,397	2,678
Warranty accrual	1,074	1,245
Deferred revenues	1,765	2,030
Operating lease liabilities	1,807	0
Current portion of government assistance loans	0	543
Total current liabilities	39,595	34,720
LONG-TERM LIABILITIES:
Long-term debt	70,003	77,325
Income tax payable	374	563
Accrued severance pay	867	911
Deferred tax liabilities	0	46
Unearned interest income	957	1,355
Warranty accrual	408	508
Long-term operating lease liabilities	4,221	0
Other long-term liabilities	215	348
Total long-term liabilities	77,045	81,056
TOTAL LIABILITIES	116,640	115,776
Commitments and Contingencies (Note 9)
STOCKHOLDERS’ EQUITY (Note 1):
Common Stock, $0.0001 par value: 300,000,000 shares authorized as of December 31, 2022 and 2021; 77,125,328 and 63,982,580 issued and outstanding as of December 31, 2022 and 2021, respectively	29	27
Additional paid-in capital	232,169	221,321
Accumulated deficit	(224,105)	(180,405)
TOTAL STOCKHOLDERS’ EQUITY	8,093	40,943
Non-controlling interests	645	653
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance	8,738	41,596
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 125,378	$ 157,372

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accounts receivable, allowance, current	$ 13,619	$ 11,997
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	77,125,328	63,982,580
Common stock, shares outstanding (in shares)	77,125,328	63,982,580

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue
Revenues	$ 99,497	$ 105,622
Cost of goods sold
Cost of goods and services sold	33,526	31,528
Gross profit	65,971	74,094
Operating expenses:
Selling and marketing	40,276	41,920
General and administrative	49,618	40,070
Research and development	10,953	9,646
Total operating expenses	100,847	88,861
Loss from operations	(34,876)	(14,767)
Other expenses:
Foreign exchange loss	3,387	2,559
Finance expenses	4,561	4,955
Loss on disposal of subsidiaries	1,482	567
Loss before income taxes	(44,306)	(22,848)
Income tax (benefit) expense	(722)	(707)
Net loss	(43,584)	(22,141)
Net loss attributable to stockholders of the Company	(43,700)	(23,013)
Net income (loss) attributable to non-controlling interest	$ 116	$ 872
Net loss per share:
Basic (in dollars per share)	$ (0.66)	$ (0.42)
Diluted (in dollars per share)	$ (0.66)	$ (0.42)
Weighted-average number of shares used in per share calculation:
Basic (in shares)	65,960	54,466
Diluted (in shares)	65,960	54,466
Government Assistance Loans [Member]
Operating expenses:
Gain (loss) on debt extinguishment	$ 0	$ (2,775)
Leases [Member]
Revenue
Revenues	35,267	45,094
Cost of goods sold
Cost of goods and services sold	9,435	10,459
Products and Services [Member]
Revenue
Revenues	64,230	60,528
Cost of goods sold
Cost of goods and services sold	$ 24,091	$ 21,069

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Net loss	$ (43,584)	$ (22,141)
Net loss attributable to stockholders of the Company	(43,700)	(23,013)
Income (loss) attributable to non-controlling interest	116	872
Comprehensive loss	$ (43,584)	$ (22,141)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

Consolidated Statement of Stockholders' Equity - USD ($)
$ in Thousands

Private Placement [Member]

Preferred Stock [Member]

Series A Preferred Stock [Member]

Private Placement [Member]

Common Stock [Member]

Private Placement [Member]

Additional Paid-in Capital [Member]

Private Placement [Member]

AOCI Attributable to Parent [Member]

Private Placement [Member]

Noncontrolling Interest [Member]

Private Placement [Member]

Preferred Stock [Member]

Series A Preferred Stock [Member]

Common Stock [Member]

Additional Paid-in Capital [Member]

AOCI Attributable to Parent [Member]

Noncontrolling Interest [Member]

Series A Preferred Stock [Member]

Total

Balance (in shares) at Dec. 31, 2020

53,551,126

Balance at Dec. 31, 2020

$ 0

$ 26

$ 201,598

$ (157,392)

$ (471)

$ 43,761

Issuance of common stock (in shares)

3,790,755

9,808,418

Issuance of common stock

$ 0

$ 1

$ 16,587

$ 0

$ 16,588

Dividends from subsidiaries

$ 0

(293)

December 2020 Public Offering warrants exercise (in shares)

361,200

December 2020 Public Offering warrants exercise

$ 0

903

Beneficial conversion feature

152

$ 152

152

Acquisition of non-controlling interest

(341)

341

Net loss — the Company

(23,013)

Net loss — non-controlling interest

$ 0

872

Options exercised (in shares)

261,836

Options exercised

$ 0

354

Disposal of subsidiary

204

Stock-based compensation

$ 0

2,068

Balance (in shares) at Dec. 31, 2021

3,790,755

63,982,580

Balance at Dec. 31, 2021

$ 0

$ 27

221,321

(180,405)

653

41,596

Issuance of common stock (in shares)

3,185,000

1,750,000

7,585,529

Issuance of common stock

$ 0

$ 6,518

$ 0

$ 6,518

$ 0

$ 1

2,203

2,204

Dividends from subsidiaries

(124)

Net loss — the Company

(43,700)

Net loss — non-controlling interest

$ 0

116

$ 116

Options exercised (in shares)

16,464

Options exercised

$ 0

^[1]

$ 23

Stock-based compensation

$ 0

2,104

Conversion of 2021 Private Placemat shares (in shares)

(3,790,755)

3,790,755

Conversion of 2021 Private Placemat shares

$ 0

$ 1

Balance (in shares) at Dec. 31, 2022

3,185,000

77,125,328

Balance at Dec. 31, 2022

$ 0

$ 29

$ 232,169

$ (224,105)

$ 645

$ 8,738

[1]	Presented as $0 due to rounding.

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (43,584)	$ (22,141)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,463	4,854
Stock-based compensation	2,104	2,068
Provision (recovery) for bad debt	7,337	(263)
Provision for inventory obsolescence	2,420	1,456
Finance expenses and accretion	414	1,779
Deferred tax recovery	(709)	(165)
Loss on sale of subsidiaries	0	567
Loss on disposal of property and equipment	158	0
Changes in operating assets and liabilities:
Accounts receivable short- and long-term	9,855	(869)
Inventories	(5,783)	(4,261)
Prepaid expenses	1,049	(454)
Advances to suppliers	(214)	(3,080)
Other current assets	56	1,908
Operating right-of-use assets, net	(5,862)	0
Other long-term assets	200	(98)
Trade payables	(385)	2,096
Accrued expenses and other current liabilities	(3,647)	(889)
Current operating lease liabilities	1,807	0
Severance payments	76	(132)
Unearned interest income	(679)	305
Long-term operating lease liabilities	4,221	0
Other long-term liabilities	(277)	323
Net cash used in operating activities	(26,980)	(19,771)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(336)	(512)
Cash received from sale of subsidiaries, net of cash relinquished	0	(40)
Net cash used in investing activities	(336)	(552)
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercises of 2020 December Public Offering Warrants	0	903
Proceeds from issuance of common stock	2,135	0
Repayment of government assistance loans	(543)	(738)
Dividends from subsidiaries paid to non-controlling interest	(124)	(293)
Payment of earn-out liability	0	(147)
Proceeds from exercise of options	23	354
Net cash provided by financing activities	8,009	16,819
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(19,307)	(3,504)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of year	30,876	34,380
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH — End of year	11,569	30,876
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes	329	116
Cash paid for interest	4,147	3,292
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Common stock issuance costs	438	0
The 2021 Private Placement [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Private Placement, net of costs	0	16,740
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Private Placement costs	0	259
The 2022 Private Placement [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Private Placement, net of costs	6,518	0
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION:
Private Placement costs	202	0
Government Assistance Loans [Member]
Adjustments to reconcile net loss to net cash used in operating activities:
Gain (loss) on debt extinguishment	$ 0	$ (2,775)

Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Nov. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Stock issuance costs		$ 202
The 2022 Private Placement [Member]
Stock issuance costs	$ 202		$ 259

Note 1 - Nature of Operations

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Nature of Operations [Text Block]

1. NATURE OF OPERATIONS

Venus Concept Inc. is a global medical technology company that develops, commercializes, and sells minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related services. The Company’s systems have been designed on cost-effective, proprietary and flexible platforms that enable it to expand beyond the aesthetic industry’s traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. The Company was incorporated in the state of Delaware on November 22, 2002. In these notes to the consolidated financial statements, the “Company” and “Venus Concept”, refer to Venus Concept Inc. and its subsidiaries on a consolidated basis.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the foreseeable future, and, as such, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

The Company has had recurring net operating losses and negative cash flows from operations. As of December 31, 2022 and December 31, 2021, the Company had an accumulated deficit of $224,105 and $180,405, respectively. The Company was in compliance with all required covenants as of December 31, 2022, and December 31, 2021. The Company’s recurring losses from operations and negative cash flows raise substantial doubt about the Company’s ability to continue as a going concern within 12 months from the date that the consolidated financial statements are issued. As of December 31, 2022, and for the twelve months then ended management believes the impact of COVID-19 on our business has largely subsided, but we continue to closely monitor all COVID-19 developments including its impact on our customers, employees, suppliers, vendors, business partners, and distribution channels. In addition, the global economy, including the financial and credit markets, has recently experienced extreme volatility and disruptions, including increases to inflation rates, rising interest rates, foreign currency impacts, declines in consumer confidence, and declines in economic growth. All these factors point to uncertainty about economic stability, and the severity and duration of these conditions on our business cannot be predicted, and the Company cannot assure that it will remain in compliance with the financial covenants contained within its credit facilities.

In order to continue its operations, the Company must achieve profitable operations and/or obtain additional equity or debt financing. Until the Company achieves profitability, management plans to fund its operations and capital expenditures with cash on hand, borrowings, and issuance of capital stock. On June 16, 2020, the Company entered into the Equity Purchase Agreement with Lincoln Park Capital Fund LLC ("Lincoln Park"), which provided that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to Lincoln Park up to $31,000 worth of shares of its common stock from time to time over the two-year term of the agreement. Any shares of common stock sold to Lincoln Park will be sold at a purchase price that is based on the prevailing prices of the common stock at the time of each sale. During the year ended December 31, 2022, the Company raised net cash proceeds of $272 under the Equity Purchase Agreement as described below. The Equity Purchase Agreement expired on July 1, 2022. On July 12, 2022, the Company entered into the 2022 LPC Purchase Agreement with Lincoln Park, the details of which are described in Note 16 below. In December 2021, the Company issued and sold to investors 9,808,418 shares of common stock, par value $0.0001 per share, and 3,790,755 shares of the convertible preferred stock, par value $0.0001 per share for the total gross proceeds of $16,999 (see “The 2021 Private Placement” in Note 16). In February 2021, several investors exercised an aggregate of 361,200 December 2020 Public Offering Warrants at the exercise price of $2.50 per share. The total proceeds received by the Company from the December 2020 Public Offering Warrants exercises were $903. In November 2022, the Company issued and sold to investors 1,750,000 shares of common stock, par value $0.0001 per share, and 3,185,000 shares of voting convertible preferred stock, par value $0.0001 per share for the total gross proceeds of $6,720 (see “The 2022 Private Placement” in Note 16). Until the Company generates revenue at a level to support its cost structure, the Company expects to continue to incur substantial operating losses and net cash outflows from operating activities.

Given the economic uncertainty in U.S. and international markets, the Company cannot anticipate the extent to which the current economic turmoil and financial market conditions will continue to adversely impact the Company’s business and the Company may need additional capital to fund its future operations and to access the capital markets sooner than planned. There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital, it may be compelled to reduce the scope of its operations and planned capital expenditures or sell certain assets, including intellectual property assets. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the uncertainty. Such adjustments could be material.

Operational Review of Subsidiaries

During the year ended December 31, 2022, the Board of Directors of the Company (the "Board") made several strategic decisions to dissolve itself of underperforming direct sales offices in the countries which were not anticipated to produce sustainable results. As a part of this initiative, the Company has enacted a plan to dissolve its equity interests in Venus Concept Sucursal Colombia ("Venus Colombia"), a branch office of Venus Canada, Venus Concept France SAS ("Venus France"), and Venus Concept Argentina SA ("Venus Argentina"). In November 2022, the Company completed the dissolution of Venus France, and no severance costs are expected to be incurred in association with the planned divestiture of Venus Colombia Venus France, or Venus Argentina. The Company recognized severance and retention costs associated with Venus Concept SL ("Venus Spain") totaling $102 during the year ended December 31, 2022. These disposals will not constitute a strategic shift that will have a major effect on the Company’s operations and financial results, therefore the results of operations and net assets of these subsidiaries are not reported as discontinued operations or held for sale, respectively, under the guidance of Accounting Standards Codification (“ASC”) 205-20-45.

Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Significant Accounting Policies [Text Block]

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and with the instructions to Form 10-K and Regulation S-X.

The preparation of these consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company as of December 31, 2022 and through the date of this report filing. The accounting matters assessed included, but were not limited to, the allowance for doubtful accounts and the carrying value of intangible and long-lived assets.

Amounts reported in thousands within this report are computed based on the amounts in dollars. As a result, the sum of the components reported in thousands may not equal the total amount reported in thousands due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in dollars.

In the Form 10-Q for the period ended March 31, 2021, filed with the SEC on May 17, 2021, in the Form 10-Q for the period ended June 30, 2021, filed with the SEC on August 17, 2021, in the form 10-Q for the period ended September 30, 2021, filed with the SEC on November 12, 2021 and in the Form 10-K for the year ended December 31, 2021, filed with the SEC on March 28, 2022, the revenue by geographic location, which is based on the product shipped to location, was presented incorrectly (see below). The Company corrected the presentation in the accompanying consolidated financial statements for the periods presented (see Note 18).

Reclassification Adjustment

Three Months Ended

Year Ended

March 31, 2021

June 30, 2021

September 30, 2021

December 31, 2021

December 31, 2021

United States
$ (362 ) $ (615 ) $ (703 ) $ (440 ) $ (2,120 )

International
362 615 703 440 2,120

Total revenue
$ — $ — $ — $ — $ —

Additionally, the Company performed reclassifications within the Operating Expenses section of the Statements of Operations. The intent was to reclassify clinical affairs costs and clinical training costs previously presented within general and administrative expenses into research and development and selling and marketing expenses, respectively.

The following table summarizes the impact of the reclassification adjustment on the Company's Annual Report on Form 10-K filed on March 28, 2022, as well as the unaudited Form 10-Q filings for the periods in 2021 and 2022:

As previously reported

Adjustment

As reclassified

Consolidated statements of operations:

For the year ended December 31, 2021

Selling and marketing
$ 37,438 $ 4,482 $ 41,920

General and administrative
45,940 (5,870 ) 40,070

Research and development
8,258 1,388 9,646

Condensed consolidated statements of operations for the three months ended:

March 31, 2022

Selling and marketing
9,903 1,181 11,084

General and administrative
13,094 (1,622 ) 11,472

Research and development
2,202 441 2,643

March 31, 2021

Selling and marketing
7,854 1,052 8,906

General and administrative
12,165 (1,408 ) 10,757

Research and development
2,051 356 2,407

June 30, 2022

Selling and marketing
9,487 1,036 10,523

General and administrative
14,249 (1,312 ) 12,937

Research and development
2,436 276 2,712

June 30, 2021

Selling and marketing
10,114 1,139 11,253

General and administrative
7,828 (1,468 ) 6,360

Research and development
2,024 329 2,353

September 30, 2022

Selling and marketing
8,094 1,275 9,369

General and administrative
14,128 (1,723 ) 12,405

Research and development
2,576 448 3,024

September 30, 2021

Selling and marketing
8,775 1,035 9,810

General and administrative
11,990 (1,337 ) 10,653

Research and development
1,930 302 2,232

Reclassification of Comparative Amounts

The Company previously offset certain Trade Payables with Advances to Suppliers associated with one vendor. In accordance with U.S. GAAP, the Company determined there is no intent to settle the Trade Payables on a net basis. The error is a reclassification which results in an increase of Trade Payables and Advances to Suppliers. Items previously reported have been reclassified to conform to U.S. GAAP and the reclassification did not have any impact on the consolidated statements of operations, consolidated statements of comprehensive loss, or consolidated statement of stockholders' equity.

The following table summarizes the impact of the reclassification adjustments on the Company's Form 10-K previously filed on March 28, 2022 as well as the unaudited condensed consolidated balance sheets for the affected Quarterly Periods in 2022:

As previously reported

Adjustment

As reclassified

Consolidated balance sheets:

December 31, 2021

Advances to suppliers
$ 2,162 $ 3,505 $ 5,667

Trade payables
4,913 3,505 8,418

March 31, 2022

Advances to suppliers
3,532 2,856 6,388

Trade payables
4,788 2,856 7,644

June 30, 2022

Advances to suppliers
2,869 3,090 5,959

Trade payables
4,184 3,090 7,274

September 30, 2022

Advances to suppliers
3,605 2,186 5,791

Trade payables
6,093 2,186 8,279

The following table summarizes the impact of the reclassification adjustments on the Company's Form 10-K previously filed on March 28, 2022 as well as the unaudited condensed consolidated statements of cash flows for the affected Quarterly Periods in 2022:

As previously reported

Adjustment

As reclassified

Consolidated statements of cash flows:

For the year ended December 31, 2021

Changes in operating assets and liabilities:

Advances to suppliers
$ 425 $ (3,505 ) $ (3,080 )

Trade payables
(1,409 ) 3,505 2,096

For the three months ended March 31, 2022

Changes in operating assets and liabilities:

Advances to suppliers
(1,370 ) (2,856 ) (4,226 )

Trade payables
(125 ) 2,856 2,731

For the three months ended March 31, 2021

Changes in operating assets and liabilities:

Advances to suppliers
(1,417 ) (1,680 ) (3,097 )

Trade payables
(178 ) 1,680 1,502

For the six months ended June 30, 2022

Changes in operating assets and liabilities:

Advances to suppliers
(707 ) (3,090 ) (3,797 )

Trade payables
(729 ) 3,090 2,361

For the six months ended June 30, 2021

Changes in operating assets and liabilities:

Advances to suppliers
(772 ) (2,291 ) (3,063 )

Trade payables
(640 ) 2,291 1,651

For the nine months ended September 30, 2022

Changes in operating assets and liabilities:

Advances to suppliers
(1,443 ) (2,186 ) (3,629 )

Trade payables
1,180 2,186 3,366

For the nine months ended September 30, 2021

Changes in operating assets and liabilities:

Advances to suppliers
(142 ) (2,500 ) (2,642 )

Trade payables
(1,573 ) 2,500 927

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Venus Concept Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated on consolidation. Where the Company does not own 100% of its subsidiaries, it accounts for the partial ownership interest through non-controlling interest.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the implicit interest rate used to record lease revenue, allowance for doubtful accounts, inventory valuation, stock-based compensation, warranty accrual, the valuation and measurement of deferred tax assets and liabilities, accrued severance pay, useful lives of property and equipment, earn-out liability, useful lives of intangible assets, impairment of long-lived assets and valuation of acquired intangible assets. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates.

Foreign Currency

The consolidated financial statements are presented in U.S. dollars. Amounts reported in thousands within this report are computed based on the amounts in dollars. As a result, the sum of the components reported in thousands may not equal the total amount reported in thousands due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in dollars. The Company and its subsidiaries’ functional currency is the U.S. dollar as determined by management.

All exchange gains and losses from remeasurement of monetary balance sheet items resulting from transactions in non-functional currencies are recorded in the consolidated statements of operations as they arise.

In respect of transactions denominated in currencies other than the Company and its subsidiaries’ functional currencies, the monetary assets and liabilities are remeasured at the period end rates. Revenue and expenses are remeasured at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of funds invested in readily available checking and savings accounts, investments in money market funds and short-term time deposits.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, accounts receivable and long-term receivables. The Company’s cash and cash equivalents are invested primarily in deposits with major banks worldwide, as such minimal credit risk exists with respect to such investments. The Company’s trade receivables are derived from global sales to customers. An allowance for doubtful accounts is provided with respect to all balances for which collection is deemed to be doubtful.

Risks and Uncertainties

While the impact of COVID-19 on our Company has largely subsided, we continue to closely monitor all COVID-19 developments including its impact on our customers, employees, suppliers, vendors, business partners, and distribution channels. In addition, the global economy, including the financial and credit markets, has recently experienced extreme volatility and disruptions, including increases to inflation rates, rising interest rates, foreign currency impacts, and declines in economic growth. All these factors point to uncertainty about economic stability, and the severity and duration of these conditions on our Company cannot be predicted.

Besides COVID-19, the Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued acceptance of the Company’s products, competition from substitute products and larger companies, protection of proprietary technology, strategic relationships and dependence on key individuals. If the Company fails to adhere to the FDA’s Quality System Regulation, or regulations in countries other than the United States, the FDA or other regulators may withdraw its market clearances or take other action. The Company relies on suppliers to manufacture some of the components used in its products. The Company’s suppliers may encounter supply interruptions or problems during manufacturing due to a variety of reasons, including failure to comply with applicable regulations, including the FDA’s Quality System Regulation, making errors in manufacturing or losing access to critical services and components, any of which could delay or impede the Company’s ability to meet demand for its products.

The Company has borrowings with interest rates that are subject to fluctuations as charged by the lender. The Company does not use derivative financial instruments to mitigate the exposure to interest rate risk. The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash used in operating activities to meet its requirements. As of December 31, 2022 and 2021, the most significant financial liabilities are trade payables, accrued expenses and other current liabilities and long-term debt.

Concentration of Customers

For the years ended December 31, 2022 and 2021, there were no customers accounting for more than 10% of the Company’s revenue and no customers accounting for more than 10% of the Company’s accounts receivable.

Allowance for Doubtful Accounts

Trade accounts receivable do not bear interest and are typically not collateralized. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for doubtful accounts. Uncollectible accounts are charged to expense when deemed uncollectible, and accounts receivable are presented net of an allowance for doubtful accounts. Accounts receivable are deemed past due in accordance with the contractual terms of the agreement. Actual losses may differ from the Company’s estimates and could be material to the Company's consolidated financial position, results of operations and cash flows. The allowance for doubtful accounts was $13,619 and $11,997 as of December 31, 2022 and 2021, respectively.

Inventory

Inventories are stated at the lower of cost or net realizable value and include raw materials, work in progress and finished goods. Cost is determined as follows:

Raw Materials and Work in Progress (“WIP”) – Cost is determined on a standard cost basis utilizing the weighted average cost of historical purchases, which approximates actual cost.

The cost of WIP and finished goods includes the cost of raw materials and the applicable share of the cost of labor and fixed and variable production overheads.

The Company regularly evaluates the value of inventory based on a combination of factors including the following: historical usage rates, product end of life dates, technological obsolescence and product introductions. The Company includes demonstration units within inventories. Proceeds from the sale of demonstration units are recorded as revenue.

Long-term Receivables

Long-term receivables relate to the Company’s subscription revenue or contracts which stipulate payment terms which exceed one year. They are comprised of the unpaid principal balance, plus accrued interest, net of the allowance for credit losses. These receivables have been discounted based on the implicit interest rate in the subscription lease which range between 8% to 10% for the year ended December 31, 2022 and 8% to 9% for the year ended December 31, 2021. Unearned interest revenue represents the interest only portion of the respective subscription payments and will be recognized in income over the respective payment term as it is earned.

Deferred revenues represent payments received prior to the income being earned. Once the equipment has been delivered or the services have been rendered, these amounts are recognized in income.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is between three and ten years. Leasehold improvements are depreciated over the lesser of the life of the lease or the useful life of the improvements. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations.

Leases

The Company determines if an agreement is, or contains, a lease at inception. An agreement is, or contains, a lease if the contact conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company leases assets including land and buildings, vehicles, and equipment. For leases with a term of 12 months or less or of low value, the payments are expensed as incurred.

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

An operating lease is a lease in which a lessor transfers the use of an asset to a lessee for a period of time but does not effectively transfer control of the underlying asset. For lessees, a lease is a finance lease if the lessee effectively obtains control of the underlying asset, by meeting any of the following five criteria:

i.
The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

ii.
The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

iii.
The lease term is for a major part (generally 75%) of the remaining economic life of the underlying asset.

iv.
The sum of the lease payments and the present value of any residual value guaranteed by the lessee amounts to or exceeds substantially all (generally 90%) of the fair value of the underlying asset.

v.
The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

For a finance lease, the right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. For an operating lease, amortization of the right-of-use asset is calculated as the difference between the straight-line rent expense and the interest expense on the lease liability for a given period. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company uses its incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The Company has determined that there are no variable payments, residual value guarantees, lease renewal options or early termination options that are reasonably certain to be exercised, and therefore have been excluded these from initial measurement.

The lease liabilities are subsequently measured at amortized cost using the effective interest method. They are remeasured when there is a change in future lease payments arising from a change in the lease term, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.

All of our leases for which we are the lessee are operating leases and are included within operating lease right-of-use assets, net, operating lease liabilities, and long-term operating lease liabilities in our Consolidated Balance Sheets.

Intangible Assets

Intangible assets consist of customer relationships, brand, technology and supplier agreement. Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which range from approximately six to fifteen years.

The useful lives of intangible assets are based on the Company’s assessment of various factors impacting estimated cash flows, such as the product’s position in its lifecycle, the existence or absence of like products in the market, various other competitive and regulatory issues, and contractual terms.

Impairment of Long-Lived Assets

The Company accounts for the impairment of long-lived assets in accordance with FASB, ASC 360-10, “Accounting for the Impairment of Long-Lived Assets”. This standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the assets’ carrying amounts may not be recoverable. For assets that are to be held and used, impairment is assessed when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying values. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value and estimated net realizable value. During the years ended December 31, 2022 and 2021, there was no impairment of long-lived assets.

Debt Issuance Costs

Costs related to the issuance of debt are presented as a direct deduction to the carrying value of the debt and are amortized to accretion expenses using the effective interest rate method over the term of the related debt.

Derivatives

The Company reviews the terms of convertible notes, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Derivative financial instruments are initially measured at their fair value. Derivative financial instruments that are accounted for as liabilities, are initially recorded at fair value and then re-valued at each reporting date, with changes in the fair value recognized in the consolidated statements of operations.

Revenue Recognition

The Company adopted ASC 606 “Revenue from contract with customers” (“ASC 606”) on January 1, 2019 using the modified retrospective method for all contracts not completed as of the date of adoption. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s goods or services and will provide the consolidated financial statements’ readers with enhanced disclosures.

The Company generates revenue from (1) sales of systems through the subscription model, traditional system sales to customers and distributors, (2) other product revenues from the sale of ARTAS procedure kits, marketing supplies and kits, consumables and (3) service revenue from the sale of VeroGrafters technician services and an extended warranty service contracts provided to existing customers. VeroGrafters technician services were discontinued in the fourth quarter of 2021.

Many of the Company’s products are sold under subscription contracts with control passing to the customer at the earlier of the end of the term and when the payment is received in full. The subscription contracts include an initial deposit followed by monthly installments typically over a period of 36 months. In accordance with ASC 840 “Leases” (“ASC 840”), these arrangements are considered to be sales-type leases, where the present value of all cash flows to be received within the arrangement is recognized upon shipment to the customer and achievement of the required revenue recognition criteria. Various accounting and reporting systems are used to monitor subscription receivables which include providing access codes to operate the machines to paying customers and restricting access codes on machines to non-paying customers.

The Company recognizes revenues on other products and services in accordance with ASC 606. Revenue is recognized based on the following five steps: (1) identification of the contract(s) with the customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; and (4) allocation of the transaction price to the separate performance obligations in the contract; and (5) recognition of revenue when (or as) the entity satisfies a performance obligation.

The Company does not grant rights of return to its end customers. The Company’s products sold through arrangements with distributors are non-refundable, non-returnable and without any rights of price protection. The Company records revenue net of sales tax and shipping and handling costs.

Cost of Goods

For subscription sales (qualifying as sales-type lease arrangements) and product sales, the costs are recognized upon shipment to the customer or distributor.

Advertising Costs

The cost of advertising and media is expensed as incurred. For the years ended December 31, 2022 and 2021, advertising costs totaled $1,776 and $1,821, respectively.

Research and Development

Research and development costs are charged to operations as incurred. Major components of research and development expenses consist of personnel costs, including salaries and benefits, hardware and software research and development costs, and clinical studies.

Warranty

The Company provides a standard warranty against defects for all of its systems. The warranty period begins upon shipment and is for a period of one to three years.

The Company records a liability for accrued warranty costs at the time of sale of a system, which consists of the warranty on products sold based on historical warranty costs and management’s estimates. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts thereof as necessary. The Company also provides an extended warranty service. Extended warranty can be purchased at any time after the purchase of a system and prior to the expiration of the standard warranty provided with the sale of the system. Extended warranty services include standard warranty services.

The Company recognizes the revenue from the sale of an extended warranty over the period of the extended warranty and accounts it for separately from the standard warranty.

Income Taxes

The Company follows the deferred income taxes method of accounting for income taxes. Under this method, deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying values of accounts and their respective income tax basis. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years during which the temporary differences are expected to be realized or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is included in income in the period that includes the enactment date.

The Company establishes valuation allowances when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized. The Company evaluates tax positions taken or expected to be taken in the course of preparing tax returns to determine whether the tax positions have met a “more likely-than-not” threshold of being sustained by the applicable tax authority. Tax benefits related to tax positions not deemed to meet the “more likely-than-not” threshold are not permitted to be recognized in the consolidated financial statements.

Uncertain Tax Positions

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained on examination based on the technical merit of the position. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement.

The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments. The Company recognizes interest charges and penalties related to unrecognized tax benefits as a component of the tax provision and recognizes interest charges and penalties related to recognized tax positions in the accompanying consolidated statements of operations.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated statements of operations.

The fair value of stock options (“options”) on the grant date is estimated using the Black-Scholes option-pricing model using the single-option approach. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions, including the option’s expected term and the price volatility of the underlying stock, to determine the fair value of the award. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards. The Company has made a policy choice to account for forfeitures when they occur.

Net Loss Per Share

The Company computes net (loss) income per share in accordance with ASC Topic 260, “Earnings Per Share” (“ASC 260”) and related guidance, which requires two calculations of net (loss) income attributable to the Company’s shareholders per share to be disclosed: basic and diluted. Convertible preferred shares are participating securities and are included in the calculation of basic and diluted net (loss) income per share using the two-class method. In periods where the Company reports net losses, such losses are not allocated to the convertible preferred shares for the computation of basic or diluted net (loss) income.

Diluted net (loss) income per share is the same as basic net (loss) income per share for the periods in which the Company had a net loss because the inclusion of outstanding common stock equivalents would be anti-dilutive.

Recently Adopted Accounting Standards

In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832). The authoritative guidance intended to provide consistent and transparent disclosures around government assistance by requiring disclosures of the type of government assistance, our accounting for the government assistance and the effect on our financial statements. This guidance was effective for the Company for the year ended December 31, 2021. See Note 14 for more details regarding government assistance.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02 “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to put most leases on the balance sheet but recognize expense on the income statement in a manner similar to current accounting.

On January 1, 2022, the Company adopted the standard and all related amendments, using the optional transition method (modified retrospective approach) applied to leases at the adoption date. Under the modified retrospective approach, comparative periods have not been restated and continue to be reported under the accounting standards in effect for those periods.

The Company elected the optional package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs. The Company also elected the practical expedient to not separate lease components from non-lease components for real estate leases.

As a result of the adoption of ASU 2016-02, the Company recorded right-of-use assets (“ROU”) of $5,862 and corresponding lease liabilities of $6,028 with no adjustment made to opening accumulated deficit.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Upon adoption of ASU 2016-02, ROU assets were adjusted for deferred rent and prepaids as of January 1, 2022. Lease expense is recognized on a straight-line basis over the expected lease term. The Company’s incremental borrowing rate is used in determining the present value of future payments at the commencement date of the lease, or for the adoption of ASU 2016-02, at January 1, 2022. Balances related to operating leases are included in ROU assets and current or noncurrent lease liabilities on the consolidated balance sheet.

All real estate leases are recorded on the balance sheet. Equipment and other non-real estate leases with an initial term of twelve months or less are not recorded on the balance sheet. Lease agreements for some locations provide for rent escalations and renewal options. Many leases include one or more options to renew the lease at the end of the initial term. The Company considered renewals in its ROU assets and operating lease liabilities. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The company excluded the non-lease components for all real estate leases and included the non-lease components for all other leases (e.g., cars and equipment). The non-lease components were not separated for certain assets, as there may be no practical way to split the components in certain leases (e.g., cars) and are not material to the company.

The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract.

In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update ("ASU") No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an entity (acquirer) to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This update is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The adoption of the guidance did not have a material impact on the Company's consolidated financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260): Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)”, which clarifies and reduces diversity in an issuer’s accounting for a modification or an exchange of a freestanding equity-classified written call option that remains equity being classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share (EPS) effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. This was effective for fiscal years beginning after December 15, 2021, and interim periods within those years. The adoption of the guidance did not have a material impact on the Company's consolidated financial statements.

In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04 - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC Topic 848). This authoritative guidance provides optional relief for companies preparing for the discontinuation of interest rates such as LIBOR, which was phased out at the end of calendar 2021, and applies to lease contracts, hedging instruments, held-to-maturity debt securities and debt arrangements that have LIBOR as the benchmark rate. This guidance can be applied for a limited time, as of the beginning of the interim period that includes March 12, 2020 or any date thereafter, through December 31, 2022. The guidance may no longer be applied after December 31, 2022. In January 2021, the FASB issued authoritative guidance that makes amendments to the new rules on accounting for reference rate reform. The amendments clarify that all derivative instruments affected by the changes to interest rates used for discounting, margining or contract price alignment, regardless of whether they reference LIBOR, or another rate expected to be discontinued as a result of reference rate reform, an entity may apply certain practical expedients in ASC Topic 848. The adoption of the guidance did not have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, an authoritative guidance that simplifies the accounting for income taxes by removing certain exceptions and making simplifications in other areas. It is effective from the first quarter of fiscal year 2022, with early adoption permitted in any interim period. The amendments have differing adoption methods including retrospectively, prospectively and/or modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, depending on the specific change. The adoption of the guidance did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”): Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require us to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for the Company on January 1, 2024, with early adoption permitted. ASU No. 2020-06 can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently assessing the impact of applying this guidance as well as when to adopt this guidance.

In February 2020, the FASB issued authoritative guidance (ASU 2020-02 – Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842)) that amends and clarifies Topic 326 and Topic 842. For Topic 326, the codification was updated to include the SEC staff interpretations associated with registrants engaged in lending activities. ASC Topic 326 is effective for annual periods beginning after January 1, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact of applying this guidance.

Note 3 - Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Earnings Per Share [Text Block]

3. NET LOSS PER SHARE

Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common stock equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, common stock warrants and stock options are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive.

The following table sets forth the computation of basic and diluted net loss and the weighted average number of shares used in computing basic and diluted net loss per share (in thousands, except per share data):

	*For the year ended December 31,*
	*2022*			*2021*
Numerator:
Net loss	$	(43,584	)	$	(22,141	)
Net loss allocated to stockholders of the Company	$	(43,700	)	$	(23,013	)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted		65,960			54,466
Net loss per share:
Basic and diluted	$	(0.66	)	$	(0.42	)

Due to the net loss, all the outstanding shares of common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2022 and 2021 because including them would have been antidilutive:

	*December 31,*
	*2022*		*2021*
Options to purchase common stock and restricted stock units ("RSUs")		12,741,394		5,977,179
Preferred stock		31,850,000		3,790,755
Restricted Stock		388,750		-
Shares reserved for convertible notes		8,215,706		8,213,880
Warrants for common stock		15,928,867		15,928,867
Total potential dilutive shares		69,124,717		33,910,681

Note 4 - Sale of Subsidiaries

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

4. SALE OF SUBSIDIARIES

Beginning in 2020, the Company made several strategic decisions to divest itself of underperforming direct sales offices in the countries which were not anticipated to produce sustainable results. As a part of this initiative over the course of fiscal year ended December 31, 2021, the Company completed the following transactions:

•

Sold its share (80%) in its subsidiary, Venus Concept Africa (Pty) Ltd., to a non-controlling shareholder for a nominal cash consideration. The disposal resulted in a loss of approximately $188 for the year ended December 31, 2021, and no expenses for the year ended December 31, 2022.

•

In 2020, the Company sold its share (51%) in its Indian subsidiary, Venus Aesthetic LLP, to an unrelated third party for cash consideration of $400. The disposal resulted in a loss of approximately $579. In 2021 the Company wrote off the accounts receivable from the subsidiary disposal of $379.

•

Filed a Certificate of Dissolution to dissolve its wholly-owned subsidiary, Restoration Robotics Spain S.L. The dissolution resulted in no losses recognized for the year ended December 31, 2021.

As a part of this initiative over the course of fiscal year ended December 31, 2022, the Company completed the following:

•

Filed a Certificate of Dissolution to dissolve its wholly-owned subsidiary, Venus France. The dissolution resulted in a loss of approximately $60 for the year ended December 31, 2022.

As these disposals did not constitute a strategic shift that will have a major effect on the Company’s operations and financial results, and total operating revenue of the disposed subsidiaries did not exceed 15% of the Company’s total revenue, therefore the results of operations for disposed subsidiaries were not reported as discontinued operations under the guidance of ASC 205- 20- 45.

In addition to the above, on September 7, 2021, the Company acquired the non-controlling interest (45%) in its subsidiary in China, Venus Concept (Shanghai) Co., Ltd, for a nominal consideration.

Note 5 - Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Fair Value Disclosures [Text Block]

5. FAIR VALUE MEASUREMENTS

Financial assets and financial liabilities are initially recognized at fair value when the Company becomes a party to the contractual provisions of the financial instrument. Subsequently, all financial instruments are measured at amortized cost using the effective interest method.

The financial instruments of the Company consist of cash and cash equivalents, restricted cash, accounts receivable, long-term receivables, lines of credit, trade payables, government assistance loans, accrued expenses and other current liabilities, other long-term liabilities and long-term debt. In view of their nature, the fair value of these financial instruments approximates their carrying amounts.

The Company measures the fair value of its financial assets and financial liabilities using the fair value hierarchy. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Guaranteed investment certificates are classified within Level 2 as the Company uses alternative pricing sources and models utilizing market observable inputs for valuation. Contingent earn-out consideration was classified within Level 3. The following tables set forth the fair value of the Company’s Level 1, Level 2 and Level 3 financial assets and liabilities within the fair value hierarchy:

	*Fair Value Measurements as of December 31, 2022*
	*Quoted Prices in Active Markets using Identical Assets (Level 1)*		*Significant Other Observable Inputs (Level 2)*		*Significant Unobservable Inputs (Level 3)*		*Total*
Assets
Guaranteed Investment Certificates	$	—	$	59	$	—	$	59
Total assets	$	—	$	59	$	—	$	59

	*Fair Value Measurements as of December 31, 2021*
	*Quoted Prices in Active Markets using Identical Assets (Level 1)*		*Significant Other Observable Inputs (Level 2)*		*Significant Unobservable Inputs (Level 3)*		*Total*
Assets
Guaranteed Investment Certificates	$	—	$	64	$	—	$	64
Total assets	$	—	$	64	$	—	$	64

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Note 6 - Accounts Receivable

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Trade and Financing Receivables [Text Block]

6. ACCOUNTS RECEIVABLE

The Company’s products may be sold under subscription contracts with control passing to the customer at the end of the lease term, which is generally 36 months. These arrangements are considered to be sales-type leases, where the present value of all cash flows to be received within the arrangement is recognized upon shipment to the customer as lease revenue.

A financing receivable is a contractual right to receive money, on demand or on fixed or determinable dates, that is recognized as an asset on the Company’s consolidated balance sheets. The Company’s financing receivables, consisting of its sales-type leases, totaled $40,377 and $53,887 at December 31, 2022 and 2021, respectively, and are included in accounts receivable and long-term receivables on the consolidated balance sheets. The Company evaluates the credit quality of an obligor at lease inception and monitors credit quality over the term of the underlying transactions.

The Company performed an assessment of the allowance for doubtful accounts as of December 31, 2022 and 2021. Based upon such assessment, the Company recorded an allowance for doubtful totaling $13,619 and $11,997 as of December 31, 2022 and 2021, respectively.

A summary of the Company’s accounts receivables is presented as follows:

	*As of December 31,*
	*2022*			*2021*
Gross accounts receivable	$	70,925		$	86,625
Unearned income		(3,354	)		(4,033	)
Allowance for doubtful accounts		(13,619	)		(11,997	)
	$	53,952		$	70,595
Reported as:
Current trade receivables	$	37,262		$	46,918
Current unearned interest income		(2,397	)		(2,678	)
Long-term trade receivables		20,044			27,710
Long-term unearned interest income		(957	)		(1,355	)
	$	53,952		$	70,595

Current subscription contracts are reported as part of accounts receivable. The following are the contractual commitments, net of allowance for doubtful accounts, to be received by the Company over the next 5 years:

			*December 31,*
	*Total*		*2023*		*2024*		*2025*		*2026*		*2027*
Current financing receivables, net of allowance of $6,938	$	20,333	$	20,333	$	—	$	—	$	—	$	—
Long-term financing receivables, net of allowance of $906		20,044		—		15,965		4,029		50		—
	$	40,377	$	20,333	$	15,965	$	4,029	$	50	$	—

Accounts receivable do not bear interest and are typically not collateralized. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for doubtful accounts. Uncollectible accounts are charged to expense when deemed uncollectible, and accounts receivable are presented net of an allowance for doubtful accounts. Accounts receivable are deemed past due in accordance with the contractual terms of the agreement. Actual losses may differ from the Company’s estimates and could be material to its consolidated financial position, results of operations and cash flows.

The allowance for doubtful accounts consisted of the following activity for years ended December 31, 2022 and 2021:

	*As of December 31,*
	*2022*			*2021*
Balance at beginning of year	$	11,997		$	18,490
Write-offs		(5,715	)		(6,230	)
(Recovery) provision		7,337			(263	)
Balance at end of year	$	13,619		$	11,997

Note 7 - Select Balance Sheet and Statement of Operations Information

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Balance Sheet and Income Statement Disclosures [Text Block]

7. SELECT BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION

Inventory

Inventory consists of the following:

	*December 31,*
	*2022*		*2021*
Raw materials	$	2,478	$	2,368
Work-in-progress		2,112		1,649
Finished goods		19,316		16,526
Total inventory	$	23,906	$	20,543

Additions to inventory are primarily comprised of newly produced units and applicators, refurbishment cost from demonstration units and used equipment which were reacquired during the year from upgraded sales. The Company expensed $31,555 ($28,089 in 2021) in cost of goods sold during the year. The balance of cost of goods sold represents the sale of applicators, parts and warranties.

The Company provides for excess and obsolete inventories when conditions indicate that the inventory cost is not recoverable due to physical deterioration, usage, obsolescence, reductions in estimated future demand and reductions in selling prices. Inventory provisions are measured as the difference between the cost of inventory and net realizable value to establish a lower cost basis for the inventories. As of December 31, 2022, a provision for obsolescence of $3,258 ($2,213 in 2021) was taken against inventory.

Property and Equipment, Net

Property and equipment, net consist of the following:

		*December 31,*
	*Useful Lives (in years)*	*2022*			*2021*
Lab equipment tooling and molds	4 – 10	$	4,356		$	8,194
Office furniture and equipment	6 – 10		1,240			1,743
Leasehold improvements	up to 10		794			1,839
Computers and software	3		906			1,939
Vehicles	5 – 7		37			37
Demo units	5		214			114
Total property and equipment			7,547			13,866
Less: Accumulated depreciation			(5,690	)		(11,197	)
Total property and equipment, net		$	1,857		$	2,669

Depreciation expense amounted to $990 and $1,381 for the years ended December 31, 2022 and 2021.

Other Current Assets

	*December 31,*
	*2022*		*2021*
Government remittances ⁽¹⁾	$	1,602	$	1,322
Consideration receivable from subsidiaries sale		629		1,405
Deferred financing costs		301		223
Sundry assets and miscellaneous		1,170		808
Total other current assets	$	3,702	$	3,758

⁽¹⁾	Government remittances are receivables from the local tax authorities for refund of sales taxes and income taxes.

Accrued Expenses and Other Current Liabilities

	*December 31,*
	*2022*		*2021*
Payroll and related expense	$	2,244	$	1,770
Accrued expenses		5,045		6,584
Commission accrual		3,761		4,529
Sales and consumption taxes		5,617		6,629
Total accrued expenses and other current liabilities	$	16,667	$	19,512

Warranty Accrual

The following table provides the details of the change in the Company’s warranty accrual:

	*December 31,*
	*2022*			*2021*
Balance as of the beginning of the year	$	1,753		$	1,639
Warranties issued during the year		993			1,231
Warranty costs incurred during the year		(1,264	)		(1,117	)
Balance at the end of the year	$	1,482		$	1,753
Current		1,074			1,245
Long-term		408			508
Total	$	1,482		$	1,753

Finance Expenses

The following table provides the details of the Company’s finance expenses:

	*December 31,*
	*2022*		*2021*
Interest expense	$	4,297	$	3,720
Accretion on long-term debt and amortization of fees		264		1,235
Total finance expenses	$	4,561	$	4,955

Note 8 - Leases

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

8. LEASES

The following presents the various components of lease costs.

	*Year Ended December 31,*
	*2022*
Operating lease cost	$	1,942,765
Short-term lease cost		267,503
Total lease cost	$	2,210,268

The following table presents supplemental information relating to the cash flows arising from lease transactions. Cash payments related to short-term leases are not included in the measurement of operating lease liabilities, and as such, are excluded from the amounts below.

	Year Ended December 31,
	2022
Operating cash outflows from operating leases	$	1,943

The following table presents the weighted-average lease term and discount rate for operating leases.

	Year Ended December 31,
	2022
Operating leases
Weighted-average remaining lease term	4.2 yrs.
Weighted-average discount rate		4.00	%

The following table presents a maturity analysis of expected undiscounted cash flows for operating leases on an annual basis for the next five years and thereafter.

Years ending December 31,	*Operating leases*
2023	$	1,807
2024		1,409
2025		1,228
2026		1,038
2027		594
Thereafter		544
Imputed Interest (1)		(592	)
Total	$	6,028

⁽¹⁾	Imputed interest represents the difference between undiscounted cash flows and cash flows.

Note 9 - Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

9. INTANGIBLE ASSETS

In November 2019, the Company completed its business combination with Venus Ltd. and the business of Venus Ltd. became the primary business of the Company (the "Merger"), which included the addition of amortizable intangible assets, represented by the technology ($16,900) and the brand name ($1,200).

The carrying values of goodwill and indefinite-life intangible assets are subject to annual impairment assessment as of the last day of each fiscal year. Between annual assessments, impairment review may also be triggered by any significant events or changes in circumstances affecting the Company’s business. Based on the analysis of the intangible assets performed by management as of December 31, 2022 and 2021, no impairment was considered necessary.

Intangible assets net of accumulated amortization were as follows:

	*At December 31, 2022*
	*Gross Amount*		*Accumulated Amortization*			*Net Amount*
Customer relationships	$	1,400	$	(429	)	$	971
Brand		2,500		(1,066	)		1,434
Technology		16,900		(8,919	)		7,981
Supplier agreement		3,000		(1,467	)		1,533
Total intangible assets	$	23,800	$	(11,881	)	$	11,919

	*At December 31, 2021*
	*Gross Amount*		*Accumulated Amortization*			*Net Amount*
Customer relationships	$	1,400	$	(336	)	$	1,064
Brand		2,500		(803	)		1,697
Technology		16,900		(6,103	)		10,797
Supplier agreement		3,000		(1,165	)		1,835
Total intangible assets	$	23,800	$	(8,407	)	$	15,393

Amortization expense was $3,473 for the years ended December 31, 2022 and 2021.

Estimated amortization expense for the next five fiscal years and all years thereafter are as follows:

Years ending December 31,
2023	$	3,473
2024		3,473
2025		3,004
2026		657
2027		657
Thereafter		655
Total	$	11,919

Note 10 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

10. COMMITMENTS AND CONTINGENCIES

Commitments

As of December 31, 2022, the Company has non-cancellable purchase orders placed with its contract manufacturers in the amount of $20,775. In addition, as of December 31, 2022, the Company had $1,599 of open purchase orders that can be cancelled with 270 days’ notice, except for a portion equal to 25% of the total amount representing the purchase of “long lead items”.

On March 25, 2021, the Company entered into an endorsement agreement for the services of Venus Williams, four-time Olympic Gold Medalist, seven-time Grand Slam Champion and entrepreneur, pursuant to which Ms. Williams will act as a brand ambassador for Venus Bliss. The endorsement agreement expired on November 1, 2022.

Aggregate service and purchase commitments with manufacturers as of December 31, 2022 are as follows:

Years ending December 31,	Purchase and Service Commitments
2023	$	21,174,831
2024		—
2025		—
2026		—
2027		—
Thereafter		—
Total	$	21,174,831

Legal Proceedings

Purported Shareholder Class Actions

In 2018 and 2019, four putative shareholder class action complaints were filed against Restoration Robotics, Inc., certain of its former officers and directors, certain of its venture capital investors, and the underwriters of the initial public offering (“IPO”). Two claims, captioned Wong v. Restoration Robotics, Inc., et al., No. 18CIV02609, and Li v. Restoration Robotics, Inc., et al., No. 19CIV08173 (together, the “State Actions”), were filed in the Superior Court of the State of California, County of San Mateo, and assert claims under Sections 11, 12(a)(2) and 15 of the Securities Act. Two additional claims, captioned Guerrini v. Restoration Robotics, Inc., et al., No. 5:18-cv-03712-EJD and Yzeiraj v. Restoration Robotics, Inc., et al., No. 5:18-cv-03883-BLF (together, the “Federal Actions”), were filed in the United States District Court for the Northern District of California and assert claims under Sections 11 and 15 of the Securities Act. The complaints in both the State Actions and Federal Actions alleged, among other things, that the Restoration Robotics’ Registration Statement filed with the SEC on September 1, 2017 and the Prospectus filed with the SEC on October 13, 2017 in connection with Restoration Robotics’ IPO were inaccurate and misleading, contained untrue statements of material facts, omitted to state other facts necessary to make the statements made not misleading and omitted to state material facts required to be stated therein. The complaints sought unspecified monetary damages, other equitable relief and attorneys’ fees and costs. A settlement in the Federal Actions was granted final approval in the District Court on September 9, 2021. A hearing on Plaintiff’s motion for final distribution of the settlement funds in the Federal Actions was held on February 16, 2023, and the District Court granted the motion for final distribution on February 17, 2023.

In the State Actions, the Plaintiffs filed a consolidated amended complaint on January 17, 2020 seeking unspecified monetary damages, other equitable relief and attorneys’ fees and costs. Following the Delaware Supreme Court reversal of the Chancery Court’s decision in Sciabacucchi v. Salzberg which held that exclusive federal forum provisions are valid under Delaware law, the Company filed a renewed motion to dismiss based on its federal forum selection clause on March 30, 2020, which was granted as to the Company and the individual defendants on September 1, 2020 and a judgement of dismissal was entered by the Court on September 22, 2020. On November 23, 2020, plaintiff filed a notice of appeal of the Court’s order granting the renewed motion to dismiss. The court of appeal heard oral argument related to the appeal on April 20, 2022, and on April 28, 2022, issued its opinion affirming the trial court’s dismissal of the State Actions based on the federal forum selection clause. On June 7, 2022, Plaintiff-Appellant Wong petitioned the California Supreme Court to review the appellate court’s opinion. The Company filed its Response to Plaintiff-Appellant Wong’s petition on June 27, 2022, and Plaintiff-Appellant Wong filed a Reply in Support of the Petition For Review on July 7, 2022. On July 27, 2022, the California Supreme Court denied Plaintiff-Appellant Wong’s petition for review. Plaintiff-Appellant Wong’s deadline to seek review in the United States Supreme Court was October 25, 2022, but no petition for review has been filed. As such, we consider this matter to have concluded as to the Company and the Company Defendants.

On July 11, 2019, a verified shareholder derivative complaint was filed in the United States District Court for the Northern District of California, captioned Mason v. Rhodes, No. 5:19-cv-03997-NC. The complaint alleges that certain of Restoration Robotics’ former officers and directors breached their fiduciary duties, have been unjustly enriched and violated Section 14(a) of the Exchange Act in connection with the IPO and Restoration Robotics’ 2018 proxy statement. The complaint seeks unspecified damages, declaratory relief, other equitable relief and attorneys’ fees and costs. On August 21, 2019, the District Court granted the parties’ joint stipulation to stay the Mason action. On June 21, 2021, the District Court granted the parties’ further stipulation to stay the Mason action. On March 2, 2023, Plaintiff filed a stipulation voluntarily dismissing the action. The District Court has not yet entered the stipulation.

Note 11 - Main Street Term Loan

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Debt Disclosure [Text Block]

11. MAIN STREET TERM LOAN

On December 8, 2020, the Company executed the MSLP Loan Agreement, the MSLP Note, and related documents for the MSLP loan. On December 9, 2020, the MSLP Loan had been funded and the transaction was closed. The MSLP Note has a term of five years and bears interest at a rate per annum equal to 30-day LIBOR plus 3%. On December 8, 2023 and December 8, 2024, the Company must make an annual payment of principal plus accrued but unpaid interest in an amount equal to fifteen percent (15%) of the outstanding principal balance of the MSLP Note (inclusive of accrued but unpaid interest). The entire outstanding principal balance of the MSLP Note together with all accrued and unpaid interest is due and payable in full on December 8, 2025. The Company may prepay the MSLP Loan at any time without incurring any prepayment penalties. The MSLP Note provides for customary events of default, including, among others, those relating to a failure to make payment, bankruptcy, breaches of representations and covenants, and the occurrence of certain events. In addition, the MSLP Loan Agreement and MSLP Note contain various covenants that limit the Company’s ability to engage in specified types of transactions. Subject to limited exceptions, these covenants limit the Company’s ability, without CNB’s consent, to, among other things, sell, lease, transfer, exclusively license or dispose of the Company’s assets, incur, create or permit to exist additional indebtedness, or liens, to make dividends and other restricted payments, and to make certain changes to its ownership structure.

As of December 31, 2022 and December 31, 2021, the Company was in compliance with all required covenants.

The scheduled payments on the outstanding borrowings as of December 31, 2022 are as follows:

	*As of December 31, 2022*
2023	$	11,594
2024		9,870
2025		40,053
Total	$	61,517

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Note 12 - Madryn Long-term Debt and Convertible Notes

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Debt Disclosure [Text Block]

11. MAIN STREET TERM LOAN

As of December 31, 2022 and December 31, 2021, the Company was in compliance with all required covenants.

The scheduled payments on the outstanding borrowings as of December 31, 2022 are as follows:

	*As of December 31, 2022*
2023	$	11,594
2024		9,870
2025		40,053
Total	$	61,517

Madryn Long Term Debt and Convertible Notes [Member]

Notes to Financial Statements

Debt Disclosure [Text Block]

12. MADRYN LONG-TERM DEBT AND CONVERTIBLE NOTES

On October 11, 2016, Venus Ltd. entered into the Madryn Credit Agreement as a guarantor with Madryn Health Partners, LP, as administrative agent, and certain of its affiliates as lenders (collectively, “Madryn”), as amended (the “Madryn Credit Agreement”), pursuant to which Madryn agreed to make certain loans to certain of Venus Ltd.’s subsidiaries (the “Subsidiary Obligors”). The Madryn Credit Agreement was comprised of four tranches of debt aggregating $70,000. As of September 30, 2020, the Subsidiary Obligors had borrowed $60,000 under the term A-1 and A-2 and B tranches of the Madryn Credit Agreement. Borrowings under the Madryn Credit Agreement were secured by substantially all of the Company’s assets and the assets of the Subsidiary Obligors. On the 24th payment date, which was September 30, 2022, the aggregate outstanding principal amount of the loans, together with any accrued and unpaid interest thereon and all other amounts due and owing under the loan agreement were to become due and payable in full. The Madryn Credit Agreement was terminated effective December 9, 2020 upon the funding and closing of the MSLP Loan as discussed below.

On December 9, 2020, contemporaneously with the MSLP Loan Agreement (Note 11), the Company and its subsidiaries, Venus USA, Venus Canada, Venus Ltd., and the Madryn Noteholders (as defined below), entered into the Exchange Agreement dated as of December 8, 2020, pursuant to which the Company (i) repaid $42,500 aggregate principal amount owed under the Madryn Credit Agreement, and (ii) issued, to the Madryn Noteholders, the Notes. The Madryn Credit Agreement was terminated effective December 9, 2020 upon the funding and closing of the MSLP Loan and the issuance of the Notes.

The Notes will accrue interest at a rate of 8.0% per annum from the date of original issuance of the Notes to the third anniversary date of the original issuance and thereafter interest will accrue at a rate of 6.0% per annum. Under certain circumstances, in the case of an event of default under the Notes, the then-applicable interest rate will increase by 4.0% per annum. Interest is payable quarterly in arrears on the last business day of each calendar quarter of each year after the original issuance date, beginning on December 31, 2020. The Notes will mature on December 9, 2025, unless earlier redeemed or converted. In connection with the Exchange Agreement, the Company also entered into, by and among the Company, Venus USA, Venus Canada, Venus Ltd., and the Madryn Noteholders, (i) the Madryn Security Agreement, pursuant to which the Company agreed to grant Madryn a security interest in substantially all of its assets to secure the obligations under the Notes and (ii) the CNB Subordination Agreement. The security interests and liens granted to the Madryn Noteholders under the Madryn Security Agreement will terminate upon the earlier of (i) an assignment of the Notes (other than to an affiliate of the Madryn Noteholders) pursuant to the terms of the Exchange Agreement and (ii) the first date on which the outstanding principal amount of the Notes is less than $10,000. Obligations under the Notes are secured by substantially all of the assets of Venus Concept Inc. and its subsidiaries party to the Madryn Security Agreement. The Company’s obligations under the Notes and the security interests and liens created by the Madryn Security Agreement are subordinated to the Company’s indebtedness owing to CNB (including, but not limited, pursuant to the MSLP Loan Agreement (Note 11) and the CNB Loan Agreement, (Note 13)) and any security interests and liens which secure such indebtedness owing to CNB. The Notes are convertible at any time into shares of the Company’s common stock, par value $0.0001 per share, calculated by dividing the outstanding principal amount of the Notes (and any accrued and unpaid interest under the Notes) by the initial conversion price of $3.25 per share. In connection with the Notes, the Company recognized interest expense of $2,165 and $2,158 during the years ended December 31, 2022 and December 31, 2021, respectively. The conversion feature, providing the Madryn Noteholders with a right to receive the Company’s shares upon conversion of the Notes, was qualified for a scope exception in ASC 815-10-15 and did not require bifurcation. The Notes also contained embedded redemption features that provided multiple redemption alternatives. Certain redemption features provided the Madryn Noteholders with a right to receive cash and a variable number of shares upon change of control and an event of default (as defined in the Notes). The Company evaluated redemption upon change of control and an event of default under ASC 815, Derivatives and Hedging, and determined that these two redemption features required bifurcation. These embedded derivatives were accounted for as liabilities at their estimated fair value as of the date of issuance, and then subsequently remeasured to fair value as of each balance sheet date, with the related remeasurement adjustment being recognized as a component of change in fair value of derivative liabilities in the unaudited condensed consolidated statements of operations. The Company determined the likelihood of an event of default and change of control as remote as of December 31, 2022, and December 31, 2021, therefore a nominal value was allocated to the underlying embedded derivative liabilities as of December 31, 2022, and December 31, 2021.

The scheduled payments on the outstanding borrowings as of December 31, 2022 are as follows:

	*As of December 31, 2022*
2023	$	2,137
2024		1,628
2025		28,217
Total	$	31,982

For the years ended December 31, 2022 and 2021, the Company did not make any principal repayments.

- Definition

+ References

+ Details

Note 13 - Credit Facility

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Credit Facility Disclosure [Text Block]

13. CREDIT FACILITY

On August 29, 2018, Venus Ltd. entered into an Amended and Restated Loan Agreement as a guarantor with CNB, as amended on March 20, 2020, December 9, 2020 and August 26, 2021 (the “CNB Loan Agreement”), pursuant to which CNB agreed to make certain loans and other financial accommodations to certain of Venus Ltd.’s subsidiaries to be used to finance working capital requirements. In connection with the CNB Loan Agreement, Venus Ltd. also entered into a guaranty agreement with CNB dated as of August 29, 2018, as amended on March 20, 2020, December 9, 2020 and August 26, 2021 (the “CNB Guaranty”), pursuant to which Venus Ltd. agreed to guaranty the obligations of its subsidiaries under the CNB Loan Agreement. On March 20, 2020, the Company also entered into a Security Agreement with CNB (the “CNB Security Agreement”), as amended on December 9, 2020 and August 26, 2021, pursuant to which it agreed to grant CNB a security interest in substantially all of our assets to secure the obligations under the CNB Loan Agreement.

The CNB Loan Agreement contains various covenants that limit the Company’s ability to engage in specified types of transactions. Subject to limited exceptions, these covenants limit the Company’s ability, without CNB’s consent, to, among other things, sell, lease, transfer, exclusively license or dispose of the Company’s assets, incur, create or permit to exist additional indebtedness, or liens, to make dividends and certain other restricted payments, and to make certain changes to its management and/or ownership structure. The Company is required to maintain $3,000 in cash in a deposit account maintained with CNB at all times during the term of the CNB Loan Agreement. In addition, the CNB Loan Agreement contains certain covenants that require the Company to achieve certain minimum account balances, or a minimum debt service coverage ratio and a maximum total liability to tangible net worth ratio. If the Company fails to comply with these covenants, it will result in a default and require the Company to repay all outstanding principal amounts and any accrued interest. In connection with the CNB Loan Agreement, a loan fee of $1,000 was paid in equal installments on January 25, February 25 and March 25, 2021.

On August 26, 2021, the Company, Venus USA and Venus Canada entered into a Fourth Amended and Restated Loan Agreement (the “Amended CNB Loan Agreement”) with CNB, pursuant to which, among other things, (i) the maximum principal amount the revolving credit facility was reduced from $10,000 to $5,000 at the LIBOR 30-Day rate plus 3.25%, subject to a minimum LIBOR rate floor of 0.50%, and (ii) beginning December 10, 2021, the cash deposit requirement was reduced from $3,000 to $1,500, to be maintained with CNB at all times during the term of the Amended CNB Loan Agreement. The Amended CNB Loan Agreement is secured by substantially all of the Company’s assets and the assets of certain of its subsidiaries.

As of December 31, 2022 and December 31, 2021, the Company was in compliance with all required covenants. An event of default under this agreement would cause a default under the MSLP Loan (see Note 11).

In connection with the Amended CNB Loan Agreement, the Company, Venus USA and Venus Canada issued a promissory note dated August 26, 2021, in favor of CNB (the “CNB Note”) in the amount of $5,000 with a maturity date of July 24, 2023 and the obligations of the Company pursuant to certain of the Company’s outstanding promissory notes were reaffirmed as subordinated to the indebtedness of the Company owing to CNB pursuant to a Supplement to Subordination of Debt Agreements dated as of August 26, 2021 (the “Subordination Supplement”) by and among Madryn Health Partners, LP, Madryn Health Partners (Cayman Master), LP, the Company and CNB. On February 22, 2023, CNB notified the Company that it would be temporarily restricting advances under the Fourth Amended and Restated CNB Loan Agreement pursuant to its rights under Section 2 of the agreement. CNB and the Company continue to actively discuss lifting the restrictions on advances under the credit facility.

Note 14 - Government Assistance Programs

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Government Assistance Programs [Text Block]

14. GOVERNMENT ASSISTANCE PROGRAMS

Venus Concept Inc. and Venus USA, received funding in the total amount of $4,048 in connection with two Small Business Loans under the federal Paycheck Protection Program provided in Section 7(a) of the Small Business Act of 1953, as amended by the Coronavirus Aid, Relief, and Economic Security Act, as amended from time to time (the “PPP”).

Venus Concept Inc. entered into a U.S. Small Business Administration Note dated as of April 21, 2020 in favor of CNB pursuant to which the Company borrowed $1,665 original principal amount, which was funded on April 29, 2020 (the “Venus Concept PPP Loan”). The Venus Concept PPP Loan bears interest at 1% per annum and matures in two years from the date of disbursement of funds under the loan.

Venus USA entered into a U.S. Small Business Administration Note dated as of April 15, 2020 in favor of CNB. Venus USA borrowed $2,383 original principal amount, which was funded on April 20, 2020 (the “Venus USA PPP Loan” and together with the Venus Concept PPP Loan, individually each a “PPP Loan” and collectively, the “PPP Loans”). The terms of the Venus USA PPP Loan were substantially similar to the terms of the Venus Concept PPP Loan.

The Venus Concept PPP Loan contained certain covenants which, among other things, restrict the Company’s use of the proceeds of the PPP Loan to the payment of payroll costs, interest on mortgage obligations, rent obligations and utility expenses, require compliance with all other loans or other agreements with any creditor of the Company, to the extent that a default under any loan or other agreement would materially affect the Company’s ability to repay its PPP Loan and limit the Company’s ability to make certain changes to its ownership structure.

In 2021, through CNB, the Company applied for and received partial forgiveness of the Venus USA PPP Loan in the amount of $1,689 and the Venus Concept PPP Loan in the amount of $1,086. The Company repaid $407 during the three months ended March 31, 2022, and the remaining portion of the PPP Loans in the amount of $136 was fully repaid in April 2022. As of December 31, 2022 the Company had $nil outstanding under the PPP Loans ($543 as of December 31, 2021).

Note 15 - Common Stock Reserved for Issuance

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Common Stock Reserved For Issuance [Text Block]

15. COMMON STOCK RESERVED FOR ISSUANCE

The Company is required to reserve and keep available out of its authorized but unissued shares of common stock a number of shares sufficient to affect the exercise of all options granted and available for grant under the incentive plans and warrants to purchase common stock.

	*December 31, 2022*		*December 31, 2021*
Outstanding common stock warrants		15,928,867		15,928,867
Outstanding stock options and RSUs		13,130,144		5,977,179
Preferred shares		31,850,000		3,790,755
Shares reserved for conversion of future non-voting preferred share issuance		1,209,245		1,209,245
Shares reserved for conversion of future voting preferred share issuance		9,150,000		—
Shares reserved for future option grants and RSUs		376,201		589,064
Shares reserved for Lincoln Park		15,814,471		5,222,867
Shares reserved for Madryn Noteholders		8,215,706		8,213,880
Total common stock reserved for issuance		95,674,634		40,931,857

Note 16 - Stockholders Equity

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

16. STOCKHOLDERS EQUITY

Common Stock

The Company’s common stock confers upon its holders the following rights:

•

The right to participate and vote in the Company’s stockholder meetings, whether annual or special. Each share will entitle its holder, when attending and participating in the voting in person or via proxy, to one vote;

•

The right to a share in the distribution of dividends, whether in cash or in the form of bonus shares, the distribution of assets or any other distribution pro rata to the par value of the shares held by them; and

•

The right to a share in the distribution of the Company’s excess assets upon liquidation pro rata to the par value of the shares held by them.

Equity Purchase Agreement with Lincoln Park

On June 16, 2020, the Company entered into the Equity Purchase Agreement with Lincoln Park, which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to Lincoln Park up to $31,000 worth of shares of its common stock, par value $0.0001 per share, pursuant to its shelf registration statement. The purchase price of shares of common stock related to a future sale will be based on the then prevailing market prices of such shares at the time of sales as described in the Equity Purchase Agreement. The aggregate number of shares that the Company can sell to Lincoln Park under the Equity Purchase Agreement may in no case exceed 7,763,411 shares (subject to adjustment) of common stock (which is equal to approximately 19.99% of the shares of the common stock outstanding immediately prior to the execution of the Equity Purchase Agreement) (the “Exchange Cap”), unless (i) stockholder approval is obtained to issue shares above the Exchange Cap, in which case the Exchange Cap will no longer apply, or (ii) with Equity Purchase Agreement equals or exceeds $3.9755 per share (subject to adjustment) (which represents the minimum price, as defined under Nasdaq Listing Rule 5635(d), on the Nasdaq Global Market immediately preceding the signing of the Equity Purchase Agreement, such that the transactions contemplated by the Equity Purchase Agreement are exempt from the Exchange Cap limitation under applicable Nasdaq rules. Also, at no time may Lincoln Park (together with its affiliates) beneficially own more than 9.99% of the Company’s issued and outstanding common stock. Concurrently with entering into the Equity Purchase Agreement, the Company also entered into a registration rights agreement with Lincoln Park, pursuant to which it agreed to provide Lincoln Park with certain registration rights related to the shares of common stock issued under the Equity Purchase Agreement (the “Registration Rights Agreement”).

From commencement to expiry on July 1, 2022, the Company issued and sold to Lincoln Park 3,437,087 shares of its common stock at an average price of $2.70 per share, and 209,566 of these shares were issued to Lincoln Park as a commitment fee in connection with entering into the Equity Purchase Agreement (the “Commitment Shares”). The total value of the Commitment Shares of $620 together with the issuance costs of $123 were recorded as deferred issuance costs in the consolidated balance sheet at inception and were amortized into consolidated statements of stockholders’ equity proportionally based on proceeds received during the term of the Equity Purchase Agreement. In 2022, the Company issued 400,000 shares of its common stock and the proceeds from common stock issuances as of December 31, 2022 were $272, with no issuance costs. The proceeds in the amount of $272 were recorded in the condensed consolidated statements of cash flows as net cash proceeds from issuance of common stock. The Equity Purchase Agreement expired on July 1, 2022, and was replaced with the 2022 LPC Purchase Agreement discussed below.

2022 LPC Purchase Agreement with Lincoln Park

On July 12, 2022, the Company entered into the 2022 LPC Purchase Agreement, as the Equity Purchase Agreement expired on July 1, 2022. The 2022 LPC Purchase Agreement provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company may sell to Lincoln Park up to $11,000 of shares (the “Purchase Shares”) of its common stock, par value $0.0001 per share. Concurrently with entering into the 2022 LPC Purchase Agreement, the Company also entered into a registration rights agreement (the “2022 LPC Registration Rights Agreement”) with Lincoln Park, pursuant to which it agreed to provide Lincoln Park with certain registration rights related to the shares issued under the 2022 LPC Purchase Agreement. The aggregate number of shares that the Company can issue to Lincoln Park under the 2022 LPC Purchase Agreement may not exceed 12,873,368 shares of common stock, which is equal to 19.99% of the shares of common stock outstanding immediately prior to the execution of the 2022 LPC Purchase Agreement (the “2022 Exchange Cap”), unless (i) stockholder approval is obtained to issue shares of common stock in excess of the 2022 Exchange Cap, in which case the 2022 Exchange Cap will no longer apply, or (ii) the average price of all applicable sales of common stock to Lincoln Park under the 2022 LPC Purchase Agreement equals or exceeds the lower of (i) the Nasdaq official closing price immediately preceding the execution of the 2022 LPC Purchase Agreement or (ii) the arithmetic average of the five Nasdaq official closing prices for the common stock immediately preceding the execution of the 2022 LPC Purchase Agreement, plus an incremental amount to take into account the issuance of the commitment shares to Lincoln Park under the 2022 LPC Purchase Agreement, such that the transactions contemplated by the 2022 LPC Purchase Agreement are exempt from the 2022 Exchange Cap limitation under applicable Nasdaq rules. In all instances, the Company may not sell shares of its common stock to Lincoln Park under the 2022 LPC Purchase Agreement if it would result in Lincoln Park beneficially owning more than 9.99% of the outstanding shares of common stock. Upon execution of the 2022 LPC Purchase Agreement, the Company issued 685,529 shares of common stock to Lincoln Park as a commitment fee in connection with entering into the 2022 LPC Purchase Agreement at the total amount of $330. Through December 31, 2022, the Company issued an additional 6,500,000 shares of common stock to Lincoln Park at an average price of $0.30 per share for a total value of $1,970. Further information regarding the 2022 LPC Purchase Agreement is contained in the Company’s Form 8-K filed with the SEC on July 12, 2022.

The 2021 Private Placement

In December 2021, the Company consummated the 2021 Private Placement whereby it entered into a securities purchase agreement with certain investors (collectively, the “2021 Investors”) pursuant to which the Company issued and sold to the 2021 Investors an aggregate of 9,808,418 shares of common stock, par value $0.0001 per share, and 3,790,755 shares of the convertible preferred stock, par value $0.0001 per share (the “Non-Voting Preferred Stock”), which are convertible into 3,790,755 shares of common stock upon receipt of a valid conversion notice by the Company from a 2021 Investor. The 2021 Private Placement was completed on December 15, 2021. The gross proceeds from the securities sold in the 2021 Private Placement was $16,999. The costs incurred with respect to the 2021 Private Placement totaled $259 and were recorded as a reduction of the 2021 Private Placement proceeds in the consolidated statements of stockholders’ equity as presented in the 2021 Annual Report on Form 10-K filed with the SEC on March 28, 2022.

Preferred Stock issued in December 2021

As noted above, in December 2021, the Company issued and sold to certain 2021 Investors an aggregate of 3,790,755 shares of the Non-Voting Preferred Stock. The terms of the Non-Voting Preferred Stock are governed by a Certificate of Designation filed by the Company with the Secretary of State of the State of Delaware on December 14, 2021. The following is a summary of the material terms of the Non-Voting Preferred Stock:

•

Voting Rights. The Non-Voting Preferred Stock has no voting rights except as required by law and except that the consent of the holders of a majority of outstanding shares of the Non-Voting Preferred Stock will be required to amend the terms of the Non-Voting Preferred Stock or take certain other actions with respect to the Non-Voting Preferred Stock.

•

Liquidation. The Non-Voting Preferred Stock does not have a preference upon any liquidation, dissolution or winding-up of the Company.

•

Conversion. The Non-Voting Preferred Stock is automatically convertible into shares of common stock, based on an initial conversion ratio of 1:1, as adjusted in accordance with the Certificate of Designation, upon receipt of a valid conversion notice by the Company from an Investor. The Company is not permitted to issue any shares of common stock upon conversion of the Non-Voting Preferred Stock to the extent that the issuance of such shares of common stock would exceed 9.99% of the Company’s outstanding shares of common stock as of the date of the initial issuance of the Non-Voting Preferred Stock (the “Ownership Limitation”). The Ownership Limitation will be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction, but was eliminated in connection with the 2022 Private Placement (discussed below).

•

Dividends. No dividends will be paid on the outstanding shares of the Non-Voting Preferred Stock.

•

Redemption. The Non-Voting Preferred Stock is not redeemable at the election of the Company or at the election of the holder.

•

Maturity. The Non-Voting Preferred Stock shall be perpetual unless converted.

Upon issuance, the effective conversion price of the Non-Voting Preferred Stock of $1.25 per share was lower than the market price of the Company’s common stock on the date of issuance of the Non-Voting Preferred Stock of $1.29 per share; as a result, the Company recorded the beneficial conversion feature of $152 in accumulated paid in capital ("APIC"). Because the Non-Voting Preferred Stock is perpetual, it is carried at the amount recorded at inception. Upon conversion of the Non-Voting Preferred Stock, the beneficial conversion feature will be accounted for as deemed dividend.

The Company evaluated the Non-Voting Preferred Stock for liability or equity classification in accordance with the provisions of ASC 480, Distinguishing Liabilities from Equity, and determined that equity treatment was appropriate because the Non-Voting Preferred Stock did not meet the definition of the liability instruments defined thereunder for convertible instruments. Specifically, the Non-Voting Preferred Stock is not mandatorily redeemable and does not embody an obligation to buy back the shares outside of the Company’s control in a manner that could require the transfer of assets. Additionally, the Company determined that the Non-Voting Preferred Stock would be recorded as permanent equity, not temporary equity, based on the guidance of ASC 480 given that the holders of equally and more subordinated equity would be entitled to also receive the same form of consideration upon the occurrence of the event that gives rise to the redemption or events of redemption that are within the control of the Company.

Since the Non-Voting Preferred Stock was sold as a unit with the common stock, the proceeds received were allocated to each instrument on a relative fair value basis. Total net proceeds of $16,740 reduced by $152 of the beneficial conversion feature were allocated as follows: $4,514 to the Non-Voting Preferred Stock and $12,074 to shares of common stock. The Non-Voting Preferred Stock and common stock issued in the 2021 Private Placement were recorded at par value of $0.0001 with the excess of par value recorded in APIC.

The 2022 Private Placement

In November 2022, the Company consummated the 2022 Private Placement whereby we entered into a securities purchase agreement with certain investors (collectively, the “2022 Investors”) pursuant to which the Company issued and sold to the 2022 Investors an aggregate of 1,750,000 shares of common stock, par value $0.0001 per share, and 3,185,000 shares of voting convertible preferred stock, par value $0.0001 per share (the "Voting Preferred Stock"), which are convertible into 31,850,000 shares of common stock upon receipt of stockholder approval or at the option of the Company within 30 days following the occurrence of certain events. The 2022 Private Placement was completed on November 18, 2022. The gross proceeds from the securities sold in the 2022 Private Placement was $6,720. The costs incurred with respect to the 2022 Private Placement totaled $202 and were recorded as a reduction of the 2022 Private Placement proceeds in the consolidated statements of stockholders’ equity. Further information regarding the 2022 Private Placement is contained in the Company’s Form 8-K filed with the SEC on November 18, 2022.

Voting Preferred Stock issued in November 2022

As noted above, in November 2022, the Company issued and sold to certain 2022 Investors an aggregate of 3,185,000 shares of Voting Preferred Stock. The terms of the Voting Preferred Stock are governed by a Certificate of Designation filed by the Company with the Secretary of State of the State of Delaware on November 17, 2022. The following is a summary of the material terms of the Voting Preferred Stock:

•

Voting Rights. The Voting Preferred Stock votes with the Common Stock on an as-converted basis.

•

Liquidation. Each share of Voting Preferred Stock carries a liquidation preference, senior to the Common Stock and Nonvoting Preferred Stock, in an amount equal to the greater of (a) $2.00 (being the issuance price) and (b) the amount that would be distributed in respect of such share of Voting Preferred Stock if it were converted into Common Stock and participated in such liquidating distribution with the other shares of Common Stock.

•

Conversion. The Voting Preferred Stock will convert into shares of Common Stock on a one for ten basis (i) at the option of an Investor upon delivery of a valid conversion notice to the Company or (ii) at the option of the Company within 30 days following the earlier to occur of (a) the date on which the volume-weighted average price of the Common Stock has been greater than or equal to $1.25 for 30 consecutive trading days and (b) the date on which the Company has reported two consecutive fiscal quarters of positive cash flow.

•

Dividends. Each share of Voting Preferred Stock is entitled to participate in dividends and other non-liquidating distributions (if , as and when declared by the Board of the Company) on an as-converted basis, pari passu with the Common Stock and Non-Voting Preferred Stock.

•

Redemption. The Voting Preferred Stock is not redeemable at the election of the Company or at the election of the holder.

•

Maturity. The Voting Preferred Stock shall be perpetual unless converted.

2010 Share Option Plan

In November 2010, the Board adopted a share option plan (the “2010 Share Option Plan”) pursuant to which shares of the Company’s common stock are reserved for issuance upon the exercise of options to be granted to directors, officers, employees and consultants of the Company. The 2010 Share Option Plan is administered by the Board, which designates the options and dates of grant. Options granted vest over a period determined by the Board, originally had a contractual life of seven years, which was extended to ten years in November 2017 and are non-assignable except by the laws of descent. The Board has the authority to prescribe, amend and rescind rules and regulations relating to the 2010 Share Option Plan, provided that any such amendment or rescindment that would adversely affect the rights of an optionee that has received or been granted an option shall not be made without the optionee’s written consent. As of December 31, 2022 and December 31, 2021, the number of shares of the Company’s common stock reserved for issuance and available for grant under the 2010 Share Option Plan was 94,254 (212,650 as of December 31, 2021).

2019 Incentive Award Plan

The 2019 Incentive Award Plan (the “2019 Plan”) was originally established under the name Restoration Robotics, Inc., as the 2017 Incentive Award Plan. It was adopted by the Board on September 12, 2017 and approved by the Company’s stockholders on September 14, 2017. The 2017 Incentive Award Plan was amended, restated, and renamed as set forth above, and was approved by the Company’s stockholders on October 4, 2019.

Under the 2019 Plan, 450,000 shares of common stock were initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, performance stock awards, performance stock unit awards, restricted stock awards, restricted stock unit awards and other stock-based awards, plus the number of shares remaining available for future awards under the 2019 Plan as of the date of the Merger. As of December 31, 2022, there were 281,947 of shares of common stock available under the 2019 Plan (376,414 as of December 31, 2021). The 2019 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year from 2020 and ending in 2029 equal to the lesser of (A) four percent (4.00%) of the shares of stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by the Board.

The Company recognized stock-based compensation for its employees and non-employees in the accompanying consolidated statements of operations as follows:

	*Year Ended December 31,*
	*2022*		*2021*
Cost of sales	$	73	$	31
Selling and marketing		576		848
General and administrative		1,195		1,084
Research and development		260		105
Total stock-based compensation	$	2,104	$	2,068

Stock Options

The fair value of each option is estimated at the date of grant using the Black-Scholes option pricing formula with the following assumptions_:

	*Year Ended December 31,*
	*2022*			*2021*
Expected term (in years)		6.00			6.00
Risk-free interest rate		2.56-4.20	%		0.98-1.36	%
Expected volatility		42.77	%		44.26	%
Expected dividend rate		0	%		0	%

Expected Term—The expected term represents management’s best estimate for the options to be exercised by option holders.

Volatility—Since the Company does not have a trading history for its common stock, the expected volatility was derived from the historical stock volatilities of comparable peer public companies within its industry that are considered to be comparable to the Company’s business over a period equivalent to the expected term of the stock-based awards.

Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the stock-based awards’ expected term.

Dividend Rate—The expected dividend is zero as the Company has not paid nor does it anticipate paying any dividends on its common stock in the foreseeable future.

Fair Value of Common Stock— Prior to the Merger, Venus Ltd. used the price per share in its latest sale of securities as an estimate of the fair value of its ordinary shares. After the closing of the Merger, the fair value of the Company’s common stock is used to estimate the fair value of the stock-based awards at grant date.

The following table summarizes stock option activity under the Company’s stock option plan:

	*Number of Shares*			*Weighted- Average Exercise Price per Share, $*		*Weighted- Average Remaining Contractual Term*		*Aggregate Intrinsic Value*
Outstanding – January 1, 2022		5,977,179		$	3.72		7.20	$	136
Options granted		8,238,250			0.62				209
Options exercised		(16,464	)		1.59				-
Options forfeited/cancelled		(1,457,571	)		4.15		—		—
Outstanding - December 31, 2022		12,741,394		$	1.67		8.23	$	209
Exercisable – December 31, 2022		3,376,223		$	3.78		5.41	$	—
Expected to vest – after December 31, 2022		9,365,171		$	0.91		9.24	$	209

The following tables summarize information about share options outstanding and exercisable on December 31, 2022:

	Options Outstanding						Options Exercisable
Exercise Price Range	Number		Weighted average remaining contractual term (years)		Weighted average Exercise Price		Options exercisable		Weighted average remaining contractual term (years)		Weighted average Exercise Price
$0.21 - $3.64		11,915,903		8.47	$	1.26		2,586,015		5.64	$	2.58
$4.26 - $7.95		783,523		4.71		6.68		748,243		4.62		6.70
$12.45 - $25.50		24,277		5.75		18.06		24,274		5.75		18.06
$27.00 - $29.25		9,752		2.30		27.01		9,752		2.30		27.01
$36.00 - $63.90		7,939		4.90		45.65		7,939		4.90		45.65
		12,741,394		8.23	$	1.67		3,376,223		5.41	$	3.78

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those options that had exercise prices lower than the fair value of the Company’s common stock. The total intrinsic value of options exercised were $0 and $92 for the years ended December 31, 2022 and 2021, respectively.

The weighted-average grant date fair value of options granted was $0.62 and $2.20 per share for the years ended December 31, 2022 and 2021, respectively. The fair value of options vested was $1,645 and $1,545 for the years ended December 31, 2022 and 2021, respectively.

Restricted Stock Units

The following table summarizes information about RSUs outstanding at December 31, 2022:

	*Number of Shares*			*Weighted- Average Grant Date Fair Value per Share, $*
Outstanding - January 1, 2022		—		$	—
RSUs granted		396,250			1.30
RSUs forfeited/cancelled		(7,500	)		1.38
Outstanding - December 31, 2022		388,750		$	1.30

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Note 17 - Income Taxes

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Income Tax Disclosure [Text Block]

17. INCOME TAXES

The geographical breakdown of loss before provision for income taxes is as follows:

	*Year Ended December 31,*
	*2022*			*2021*
United States	$	(32,045	)	$	(12,260	)
Other jurisdictions		(12,261	)		(10,588	)
Loss before income taxes	$	(44,306	)	$	(22,848	)

The components of the provision for income taxes are as follows:

	*Year Ended December 31,*
	*2022*			*2021*
Current tax provision (benefit):
Federal	$	—		$	—
Foreign		(13	)		(542	)
Total current tax provision (benefit)		(13	)		(542	)
Deferred tax provision (benefit):
Federal		—			—
Foreign		(709	)		(165	)
Total deferred tax provision (benefit)	$	(709	)	$	(165	)
Total provision (benefit) for income taxes	$	(722	)	$	(707	)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. On the basis of this evaluation, as of December 31, 2022, a valuation allowance of $64,341 ($51,437 as of December 31, 2021) has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. The valuation allowance increased by $12,904 and decreased by $31,150 for the years ended December 31, 2022 and 2021, respectively.

The Company’s effective tax rate substantially differed from the federal statutory tax rate primarily due to the change in the valuation allowance. The reconciliation between income taxes computed at the federal statutory income tax rate and the provision for income taxes is as follows:

	*Year Ended December 31,*
	*2022*			*2021*
Loss before income taxes	$	(44,306	)	$	(22,848	)
Theoretical tax benefit at the statutory rate (21.0% in 2022 and 2021)		(9,304	)		(4,798	)
Differences in jurisdictional tax rates		(1,671	)		(350	)
Valuation allowance		10,015			5,755
Non-deductible expenses		803			(266	)
Other		(565	)		(1,048	)
Total income tax (benefit) provision		(722	)		(707	)
Net loss	$	(43,584	)	$	(22,141	)

The components of the deferred tax assets and deferred tax liabilities are as follows:

	*December 31,*
	*2022*			*2021*
Deferred tax assets:
Property and equipment	$	690		$	668
Deferred revenue		1,560			647
Allowance for doubtful accounts		3,917			3,133
Intangible assets		(785	)		(1,543	)
Non-deductible expenses		10,371			8,694
Warranty and other reserves		1,806			1,159
Other		1,020			610
Loss carryforwards		46,709			38,353
Valuation allowance		(64,341	)		(51,437	)
Total deferred tax assets	$	947		$	284
Deferred tax liabilities:
Deferred revenue	$	—		$	46
Total deferred tax liabilities	$	—		$	46

As of December 31, 2022, the Company had federal, state and foreign non-operating loss (“NOL”) carryforwards of approximately $191,313 ($163,395 in 2021). The use of these NOL carryforwards might be subject to limitation under the rules regarding a change in stock ownership as determined by the IRC and similar state provisions; however, a complete analysis of the limitation of the NOL carryforwards will not be complete until the time the Company projects it will be able to utilize such NOLs. The NOL carryforwards expire between 2022 and indefinitely, and valuation allowances have been reserved, where necessary. The Company also had federal and state research and development credit carryforwards of approximately $276 and nil as of December 31, 2022. The federal credits will expire starting in 2025 if not utilized. The state credits have no expiration date.

The Company may recognize the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. During the year the Company determined that $947 of future tax benefits met this criterion.

Utilization of the research and development credits carryforwards may be subject to an annual limitation due to the ownership percentage change limitations provided by the IRC. However, the Company has not conducted a formal study to determine the extent of the limitations, which could impact the realizability of these credit carryforwards in future periods. The annual limitations may result in the expiration of the net operating losses and research and development credits before utilization.

The Company files income tax returns in the United States and in various state jurisdictions with varying statutes of limitations. Tax years 2016 through 2022 remain open to examination by the Internal Revenue Service for U.S. federal tax purposes.

Uncertain Tax Positions

The activity related to gross amount of unrecognized tax benefits is as follows:

	*Year Ended December 31,*
	*2022*		*2021*
Balance as of the beginning of the year	$	36	$	1,584
Increases (reductions) related to tax positions in prior period		47		(1,548	)
Increases related to tax positions taken during the current period		—		—
Balance as of the end of the year	$	83	$	36

These amounts are related to certain deferred tax assets with a corresponding valuation allowance. If recognized, the impact on the Company’s effective tax rate would not be material due to the full valuation allowance. Management believes that there will not be any significant changes in the Company’s unrecognized tax benefits in the next twelve-months.

The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes in the accompanying consolidated statements of operations. Accrued interest and penalties, if applicable, are included in accrued expenses and other current liabilities in the consolidated balance sheets. For the years ended December 31, 2022 and 2021, the Company did not recognize any accrued interest and penalties.

The activity related to the tax effected amount of the recognized tax position as follows:

	*Year Ended December 31,*
	*2022*			*2021*
Balance as of the beginning of the year	$	(563	)	$	(478	)
Increases related to tax positions in prior period		—			—
Reduction (increase) related to tax position taken during the current period		210			(49	)
Increase related to interest expense		(23	)		(36	)
Balance as of the end of the year	$	(376	)	$	(563	)

Additional current tax expense has been booked including interest and penalties relating to Venus Concept Australia Pty Ltd. for its historical tax return filing positions, which may be successfully challenged by the Australian Tax Office. The Company has recognized the full amount of the potential tax liability plus interest. Management believes that there will not be any significant changes in the Company’s recognized tax position in the next twelve-months. As such, the amount has been classified as a long-term tax payable in the consolidated balance sheets.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Note 18 - Segment and Geographic Information

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

18. SEGMENT AND GEOGRAPHIC INFORMATION

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. The Company has determined it operates in a single operating segment and has one reportable segment, as the CODM reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenues by geography and type for purposes of making operating decisions, allocating resources, and evaluating financial performance. The Company does not assess the performance of individual product line on measures of profit or loss, or asset-based metrics. Therefore, the information below is presented only for revenues by geography and type.

Revenue by geographic location, which is based on the product shipped to location, is summarized as follows:

	*Year Ended December 31,*
	*2022*		*2021*
United States	$	52,101	$	51,400
International		47,396		54,222
Total revenue	$	99,497	$	105,622

As of December 31, 2022, long-lived assets in the amount of $12,346 were located in the United States and $1,431 were located in foreign locations. As of December 31, 2021, long-lived assets in the amount of $16,090 were located in the United States and $1,972 were located in foreign locations.

Revenue by type is a key indicator for providing management with an understanding of the Company’s financial performance, which is organized into four different categories:

Lease revenue - includes all system sales with typical lease terms of 36 months.

System revenue – includes all systems sales with payment terms within 12 months.

Product revenue – includes skincare, hair and other consumables payable upon receipt.

Service revenue - includes NeoGraft technician services, ad agency services and extended warranty sales.

The following table presents revenue by type:

	*Year Ended December 31,*
	*2022*		*2021*
Lease revenue	$	35,267	$	45,094
System revenue		47,906		43,106
Product revenue		13,316		13,230
Service revenue		3,008		4,192
Total revenue	$	99,497	$	105,622

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Note 19 - Related Party Transactions

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

19. RELATED PARTY TRANSACTIONS

All amounts were at recorded at the exchange amount, which is the amount established and agreed to by the related parties. The following are transactions between the Company and parties related through employment.

Sales and Purchases of Securities

On November 18, 2022, in the 2022 Private Placement (see Note 1) the Company issued and sold to certain investors 1,750,000 shares of common stock and 3,185,000 shares of Voting Preferred Stock, convertible into shares of common stock on a 10:1 basis. The gross proceeds of the 2022 Private Placement were $6,720 before offering expenses. Rajiv De Silva, the Company’s Chief Executive Officer, Hemanth Varghese, the Company’s President and Chief Innovation and Business Officer, were among those who purchased common stock in the 2022 Private Placement.

Registration Rights Agreements

On November 18, 2022, in connection with the 2022 Private Placement, the Company, Rajiv De Silva, Hemanth Varghese and the remaining 2022 Investors entered into an amended and restated registration rights agreement, previously executed in connection with the 2021 Private Placement. The registration rights agreement provides, among other things, that certain holders of the Company’s capital stock have certain rights relating to the registration of shares of such capital stock.

Distribution Agreements

On January 1, 2018, the Company entered into a Distribution Agreement with Technicalbiomed Co., Ltd. (“TBC”), pursuant to which TBC will distribute the Company’s products in Thailand. A former senior officer of the Company is a 30.0% shareholder of TBC. For the year ended December 31, 2022 and 2021, TBC purchased products in the amount of $951 and $537, respectively, under this distribution agreement. These sales are included in products and services revenue.

In 2020, the Company made several strategic decisions to divest itself of underperforming direct sales offices and sold its share in several subsidiaries, including its 55.0% shareholding in Venus Concept Singapore Pte. Ltd. ("Venus Singapore"). On January 1, 2021, the Company entered into a distribution agreement with Aexel Biomed Pte Ltd. (“Aexel Biomed”), formerly Venus Singapore, pursuant to which Aexel Biomed will continue to distribute the Company’s products in Singapore. A former senior officer of the Company is a 45.0% shareholder of Aexel Biomed. During the year ended December 31, 2022 and 2021, Aexel Biomed purchased products in the amount of $441 and $239, respectively, under the distribution agreement. These sales are included in products and services revenue.

Note 20 - Subsequent Events

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Subsequent Events [Text Block]

20. SUBSEQUENT EVENTS

Separation of Chief Operation Officer

On February 7, 2023, the Company announced the separation of Soeren Maor Sinay as Chief Operating Officer, effective March 6, 2023. On March 1, 2023, Mr. Sinay and Venus Concept UK Limited (“Venus UK”) entered into a Settlement Agreement (the “Settlement”). Pursuant to the terms of the Settlement, Mr. Sinay is entitled to receive, in connection with his separation, an aggregate total of £315,418.77 in accordance with the payment schedule set forth in the Settlement. In addition, Mr. Sinay’s granted and unvested options, including RSUs granted in March 2022, will continue to vest in the regular course per the vesting schedule of the respective grant until June 15, 2024 (the “Final Vesting Date”). Mr. Sinay will have ninety (90) days from the Final Vesting Date to exercise any vested but unexercised options. Venus UK will also contribute £3,400 toward Mr. Sinay’s personal pension and £2,000 in respect of Mr. Sinay’s legal and accounting fees incurred in connection with the Settlement. The Settlement provides for a general waiver and release of claims in favor of the Company and its affiliates and other customary provisions, including indemnification, non-disclosure, and confidentiality provisions.

Sale of Stock to LPC

Between January 1, 2023, and March 22, 2023, the Company issued 2,865,802 shares of common stock to Lincoln Park at an average price of $0.248 per share. See Note 16 for further information regarding the 2022 LPC Purchase Agreement.

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The preparation of these consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company as of December 31, 2022 and through the date of this report filing. The accounting matters assessed included, but were not limited to, the allowance for doubtful accounts and the carrying value of intangible and long-lived assets.

Amounts reported in thousands within this report are computed based on the amounts in dollars. As a result, the sum of the components reported in thousands may not equal the total amount reported in thousands due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in dollars.

In the Form 10-Q for the period ended March 31, 2021, filed with the SEC on May 17, 2021, in the Form 10-Q for the period ended June 30, 2021, filed with the SEC on August 17, 2021, in the form 10-Q for the period ended September 30, 2021, filed with the SEC on November 12, 2021 and in the Form 10-K for the year ended December 31, 2021, filed with the SEC on March 28, 2022, the revenue by geographic location, which is based on the product shipped to location, was presented incorrectly (see below). The Company corrected the presentation in the accompanying consolidated financial statements for the periods presented (see Note 18).

	Reclassification Adjustment
	Three Months Ended												Year Ended
	March 31, 2021			June 30, 2021			September 30, 2021			December 31, 2021			December 31, 2021
United States	$	(362	)	$	(615	)	$	(703	)	$	(440	)	$	(2,120	)
International		362			615			703			440			2,120
Total revenue	$	—		$	—		$	—		$	—		$	—

Additionally, the Company performed reclassifications within the Operating Expenses section of the Statements of Operations. The intent was to reclassify clinical affairs costs and clinical training costs previously presented within general and administrative expenses into research and development and selling and marketing expenses, respectively.

The following table summarizes the impact of the reclassification adjustment on the Company's Annual Report on Form 10-K filed on March 28, 2022, as well as the unaudited Form 10-Q filings for the periods in 2021 and 2022:

	*As previously reported*		*Adjustment*			*As reclassified*

Consolidated statements of operations:
For the year ended December 31, 2021
Selling and marketing	$	37,438	$	4,482		$	41,920
General and administrative		45,940		(5,870	)		40,070
Research and development		8,258		1,388			9,646

Condensed consolidated statements of operations for the three months ended:
March 31, 2022
Selling and marketing		9,903		1,181			11,084
General and administrative		13,094		(1,622	)		11,472
Research and development		2,202		441			2,643
March 31, 2021
Selling and marketing		7,854		1,052			8,906
General and administrative		12,165		(1,408	)		10,757
Research and development		2,051		356			2,407

June 30, 2022
Selling and marketing		9,487		1,036			10,523
General and administrative		14,249		(1,312	)		12,937
Research and development		2,436		276			2,712
June 30, 2021
Selling and marketing		10,114		1,139			11,253
General and administrative		7,828		(1,468	)		6,360
Research and development		2,024		329			2,353

September 30, 2022
Selling and marketing		8,094		1,275			9,369
General and administrative		14,128		(1,723	)		12,405
Research and development		2,576		448			3,024
September 30, 2021
Selling and marketing		8,775		1,035			9,810
General and administrative		11,990		(1,337	)		10,653
Research and development		1,930		302			2,232

Reclassification, Comparability Adjustment [Policy Text Block]

Reclassification of Comparative Amounts

The Company previously offset certain Trade Payables with Advances to Suppliers associated with one vendor. In accordance with U.S. GAAP, the Company determined there is no intent to settle the Trade Payables on a net basis. The error is a reclassification which results in an increase of Trade Payables and Advances to Suppliers. Items previously reported have been reclassified to conform to U.S. GAAP and the reclassification did not have any impact on the consolidated statements of operations, consolidated statements of comprehensive loss, or consolidated statement of stockholders' equity.

The following table summarizes the impact of the reclassification adjustments on the Company's Form 10-K previously filed on March 28, 2022 as well as the unaudited condensed consolidated balance sheets for the affected Quarterly Periods in 2022:

	*As previously reported*		*Adjustment*		*As reclassified*

Consolidated balance sheets:
December 31, 2021
Advances to suppliers	$	2,162	$	3,505	$	5,667
Trade payables		4,913		3,505		8,418

March 31, 2022
Advances to suppliers		3,532		2,856		6,388
Trade payables		4,788		2,856		7,644

June 30, 2022
Advances to suppliers		2,869		3,090		5,959
Trade payables		4,184		3,090		7,274

September 30, 2022
Advances to suppliers		3,605		2,186		5,791
Trade payables		6,093		2,186		8,279

The following table summarizes the impact of the reclassification adjustments on the Company's Form 10-K previously filed on March 28, 2022 as well as the unaudited condensed consolidated statements of cash flows for the affected Quarterly Periods in 2022:

	*As previously reported*			*Adjustment*			*As reclassified*

Consolidated statements of cash flows:
For the year ended December 31, 2021
Changes in operating assets and liabilities:
Advances to suppliers	$	425		$	(3,505	)	$	(3,080	)
Trade payables		(1,409	)		3,505			2,096

For the three months ended March 31, 2022
Changes in operating assets and liabilities:
Advances to suppliers		(1,370	)		(2,856	)		(4,226	)
Trade payables		(125	)		2,856			2,731
For the three months ended March 31, 2021
Changes in operating assets and liabilities:
Advances to suppliers		(1,417	)		(1,680	)		(3,097	)
Trade payables		(178	)		1,680			1,502

For the six months ended June 30, 2022
Changes in operating assets and liabilities:
Advances to suppliers		(707	)		(3,090	)		(3,797	)
Trade payables		(729	)		3,090			2,361
For the six months ended June 30, 2021
Changes in operating assets and liabilities:
Advances to suppliers		(772	)		(2,291	)		(3,063	)
Trade payables		(640	)		2,291			1,651

For the nine months ended September 30, 2022
Changes in operating assets and liabilities:
Advances to suppliers		(1,443	)		(2,186	)		(3,629	)
Trade payables		1,180			2,186			3,366
For the nine months ended September 30, 2021
Changes in operating assets and liabilities:
Advances to suppliers		(142	)		(2,500	)		(2,642	)
Trade payables		(1,573	)		2,500			927

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Venus Concept Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated on consolidation. Where the Company does not own 100% of its subsidiaries, it accounts for the partial ownership interest through non-controlling interest.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions made in the accompanying consolidated financial statements include, but are not limited to, the implicit interest rate used to record lease revenue, allowance for doubtful accounts, inventory valuation, stock-based compensation, warranty accrual, the valuation and measurement of deferred tax assets and liabilities, accrued severance pay, useful lives of property and equipment, earn-out liability, useful lives of intangible assets, impairment of long-lived assets and valuation of acquired intangible assets. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency

The consolidated financial statements are presented in U.S. dollars. Amounts reported in thousands within this report are computed based on the amounts in dollars. As a result, the sum of the components reported in thousands may not equal the total amount reported in thousands due to rounding. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in dollars. The Company and its subsidiaries’ functional currency is the U.S. dollar as determined by management.

All exchange gains and losses from remeasurement of monetary balance sheet items resulting from transactions in non-functional currencies are recorded in the consolidated statements of operations as they arise.

In respect of transactions denominated in currencies other than the Company and its subsidiaries’ functional currencies, the monetary assets and liabilities are remeasured at the period end rates. Revenue and expenses are remeasured at rates of exchange prevailing on the transaction dates. All of the exchange gains or losses resulting from these transactions are recognized in the consolidated statements of operations.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of funds invested in readily available checking and savings accounts, investments in money market funds and short-term time deposits.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, accounts receivable and long-term receivables. The Company’s cash and cash equivalents are invested primarily in deposits with major banks worldwide, as such minimal credit risk exists with respect to such investments. The Company’s trade receivables are derived from global sales to customers. An allowance for doubtful accounts is provided with respect to all balances for which collection is deemed to be doubtful.

Risk and Uncertainties [Policy Text Block]

Risks and Uncertainties

While the impact of COVID-19 on our Company has largely subsided, we continue to closely monitor all COVID-19 developments including its impact on our customers, employees, suppliers, vendors, business partners, and distribution channels. In addition, the global economy, including the financial and credit markets, has recently experienced extreme volatility and disruptions, including increases to inflation rates, rising interest rates, foreign currency impacts, and declines in economic growth. All these factors point to uncertainty about economic stability, and the severity and duration of these conditions on our Company cannot be predicted.

Besides COVID-19, the Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued acceptance of the Company’s products, competition from substitute products and larger companies, protection of proprietary technology, strategic relationships and dependence on key individuals. If the Company fails to adhere to the FDA’s Quality System Regulation, or regulations in countries other than the United States, the FDA or other regulators may withdraw its market clearances or take other action. The Company relies on suppliers to manufacture some of the components used in its products. The Company’s suppliers may encounter supply interruptions or problems during manufacturing due to a variety of reasons, including failure to comply with applicable regulations, including the FDA’s Quality System Regulation, making errors in manufacturing or losing access to critical services and components, any of which could delay or impede the Company’s ability to meet demand for its products.

The Company has borrowings with interest rates that are subject to fluctuations as charged by the lender. The Company does not use derivative financial instruments to mitigate the exposure to interest rate risk. The Company’s objective is to have sufficient liquidity to meet its liabilities when due. The Company monitors its cash balances and cash used in operating activities to meet its requirements. As of December 31, 2022 and 2021, the most significant financial liabilities are trade payables, accrued expenses and other current liabilities and long-term debt.

Concentration of Customers [Policy Text Block]

Concentration of Customers

For the years ended December 31, 2022 and 2021, there were no customers accounting for more than 10% of the Company’s revenue and no customers accounting for more than 10% of the Company’s accounts receivable.

Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block]

Allowance for Doubtful Accounts

Trade accounts receivable do not bear interest and are typically not collateralized. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for doubtful accounts. Uncollectible accounts are charged to expense when deemed uncollectible, and accounts receivable are presented net of an allowance for doubtful accounts. Accounts receivable are deemed past due in accordance with the contractual terms of the agreement. Actual losses may differ from the Company’s estimates and could be material to the Company's consolidated financial position, results of operations and cash flows. The allowance for doubtful accounts was $13,619 and $11,997 as of December 31, 2022 and 2021, respectively.

Inventory, Policy [Policy Text Block]

Inventory

Inventories are stated at the lower of cost or net realizable value and include raw materials, work in progress and finished goods. Cost is determined as follows:

Raw Materials and Work in Progress (“WIP”) – Cost is determined on a standard cost basis utilizing the weighted average cost of historical purchases, which approximates actual cost.

The cost of WIP and finished goods includes the cost of raw materials and the applicable share of the cost of labor and fixed and variable production overheads.

The Company regularly evaluates the value of inventory based on a combination of factors including the following: historical usage rates, product end of life dates, technological obsolescence and product introductions. The Company includes demonstration units within inventories. Proceeds from the sale of demonstration units are recorded as revenue.

Receivable [Policy Text Block]

Long-term Receivables

Long-term receivables relate to the Company’s subscription revenue or contracts which stipulate payment terms which exceed one year. They are comprised of the unpaid principal balance, plus accrued interest, net of the allowance for credit losses. These receivables have been discounted based on the implicit interest rate in the subscription lease which range between 8% to 10% for the year ended December 31, 2022 and 8% to 9% for the year ended December 31, 2021. Unearned interest revenue represents the interest only portion of the respective subscription payments and will be recognized in income over the respective payment term as it is earned.

Deferred revenues represent payments received prior to the income being earned. Once the equipment has been delivered or the services have been rendered, these amounts are recognized in income.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is between three and ten years. Leasehold improvements are depreciated over the lesser of the life of the lease or the useful life of the improvements. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations.

Lessee, Leases [Policy Text Block]

Leases

The Company determines if an agreement is, or contains, a lease at inception. An agreement is, or contains, a lease if the contact conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company leases assets including land and buildings, vehicles, and equipment. For leases with a term of 12 months or less or of low value, the payments are expensed as incurred.

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

An operating lease is a lease in which a lessor transfers the use of an asset to a lessee for a period of time but does not effectively transfer control of the underlying asset. For lessees, a lease is a finance lease if the lessee effectively obtains control of the underlying asset, by meeting any of the following five criteria:

The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.

ii.

The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.

iii.

The lease term is for a major part (generally 75%) of the remaining economic life of the underlying asset.

iv.

The sum of the lease payments and the present value of any residual value guaranteed by the lessee amounts to or exceeds substantially all (generally 90%) of the fair value of the underlying asset.

The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

For a finance lease, the right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. For an operating lease, amortization of the right-of-use asset is calculated as the difference between the straight-line rent expense and the interest expense on the lease liability for a given period. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company uses its incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The Company has determined that there are no variable payments, residual value guarantees, lease renewal options or early termination options that are reasonably certain to be exercised, and therefore have been excluded these from initial measurement.

The lease liabilities are subsequently measured at amortized cost using the effective interest method. They are remeasured when there is a change in future lease payments arising from a change in the lease term, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.

All of our leases for which we are the lessee are operating leases and are included within operating lease right-of-use assets, net, operating lease liabilities, and long-term operating lease liabilities in our Consolidated Balance Sheets.

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

Intangible Assets

Intangible assets consist of customer relationships, brand, technology and supplier agreement. Intangible assets are stated at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which range from approximately six to fifteen years.

The useful lives of intangible assets are based on the Company’s assessment of various factors impacting estimated cash flows, such as the product’s position in its lifecycle, the existence or absence of like products in the market, various other competitive and regulatory issues, and contractual terms.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long-Lived Assets

The Company accounts for the impairment of long-lived assets in accordance with FASB, ASC 360-10, “Accounting for the Impairment of Long-Lived Assets”. This standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the assets’ carrying amounts may not be recoverable. For assets that are to be held and used, impairment is assessed when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying values. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value and estimated net realizable value. During the years ended December 31, 2022 and 2021, there was no impairment of long-lived assets.

Debt, Policy [Policy Text Block]

Debt Issuance Costs

Costs related to the issuance of debt are presented as a direct deduction to the carrying value of the debt and are amortized to accretion expenses using the effective interest rate method over the term of the related debt.

Derivatives, Policy [Policy Text Block]

Derivatives

The Company reviews the terms of convertible notes, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Derivative financial instruments are initially measured at their fair value. Derivative financial instruments that are accounted for as liabilities, are initially recorded at fair value and then re-valued at each reporting date, with changes in the fair value recognized in the consolidated statements of operations.

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition

The Company adopted ASC 606 “Revenue from contract with customers” (“ASC 606”) on January 1, 2019 using the modified retrospective method for all contracts not completed as of the date of adoption. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s goods or services and will provide the consolidated financial statements’ readers with enhanced disclosures.

The Company generates revenue from (1) sales of systems through the subscription model, traditional system sales to customers and distributors, (2) other product revenues from the sale of ARTAS procedure kits, marketing supplies and kits, consumables and (3) service revenue from the sale of VeroGrafters technician services and an extended warranty service contracts provided to existing customers. VeroGrafters technician services were discontinued in the fourth quarter of 2021.

Many of the Company’s products are sold under subscription contracts with control passing to the customer at the earlier of the end of the term and when the payment is received in full. The subscription contracts include an initial deposit followed by monthly installments typically over a period of 36 months. In accordance with ASC 840 “Leases” (“ASC 840”), these arrangements are considered to be sales-type leases, where the present value of all cash flows to be received within the arrangement is recognized upon shipment to the customer and achievement of the required revenue recognition criteria. Various accounting and reporting systems are used to monitor subscription receivables which include providing access codes to operate the machines to paying customers and restricting access codes on machines to non-paying customers.

The Company recognizes revenues on other products and services in accordance with ASC 606. Revenue is recognized based on the following five steps: (1) identification of the contract(s) with the customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; and (4) allocation of the transaction price to the separate performance obligations in the contract; and (5) recognition of revenue when (or as) the entity satisfies a performance obligation.

The Company does not grant rights of return to its end customers. The Company’s products sold through arrangements with distributors are non-refundable, non-returnable and without any rights of price protection. The Company records revenue net of sales tax and shipping and handling costs.

Cost of Goods and Service [Policy Text Block]

Cost of Goods

For subscription sales (qualifying as sales-type lease arrangements) and product sales, the costs are recognized upon shipment to the customer or distributor.

Advertising Cost [Policy Text Block]

Advertising Costs

The cost of advertising and media is expensed as incurred. For the years ended December 31, 2022 and 2021, advertising costs totaled $1,776 and $1,821, respectively.

Research and Development Expense, Policy [Policy Text Block]

Research and Development

Research and development costs are charged to operations as incurred. Major components of research and development expenses consist of personnel costs, including salaries and benefits, hardware and software research and development costs, and clinical studies.

Standard Product Warranty, Policy [Policy Text Block]

Warranty

The Company provides a standard warranty against defects for all of its systems. The warranty period begins upon shipment and is for a period of one to three years.

The Company records a liability for accrued warranty costs at the time of sale of a system, which consists of the warranty on products sold based on historical warranty costs and management’s estimates. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts thereof as necessary. The Company also provides an extended warranty service. Extended warranty can be purchased at any time after the purchase of a system and prior to the expiration of the standard warranty provided with the sale of the system. Extended warranty services include standard warranty services.

The Company recognizes the revenue from the sale of an extended warranty over the period of the extended warranty and accounts it for separately from the standard warranty.

Income Tax, Policy [Policy Text Block]

Income Taxes

The Company follows the deferred income taxes method of accounting for income taxes. Under this method, deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying values of accounts and their respective income tax basis. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years during which the temporary differences are expected to be realized or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is included in income in the period that includes the enactment date.

The Company establishes valuation allowances when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized. The Company evaluates tax positions taken or expected to be taken in the course of preparing tax returns to determine whether the tax positions have met a “more likely-than-not” threshold of being sustained by the applicable tax authority. Tax benefits related to tax positions not deemed to meet the “more likely-than-not” threshold are not permitted to be recognized in the consolidated financial statements.

Income Tax Uncertainties, Policy [Policy Text Block]

Uncertain Tax Positions

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained on examination based on the technical merit of the position. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement.

The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments. The Company recognizes interest charges and penalties related to unrecognized tax benefits as a component of the tax provision and recognizes interest charges and penalties related to recognized tax positions in the accompanying consolidated statements of operations.

Share-Based Payment Arrangement [Policy Text Block]

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock Compensation” (“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated statements of operations.

The fair value of stock options (“options”) on the grant date is estimated using the Black-Scholes option-pricing model using the single-option approach. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions, including the option’s expected term and the price volatility of the underlying stock, to determine the fair value of the award. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards. The Company has made a policy choice to account for forfeitures when they occur.

Earnings Per Share, Policy [Policy Text Block]

Net Loss Per Share

The Company computes net (loss) income per share in accordance with ASC Topic 260, “Earnings Per Share” (“ASC 260”) and related guidance, which requires two calculations of net (loss) income attributable to the Company’s shareholders per share to be disclosed: basic and diluted. Convertible preferred shares are participating securities and are included in the calculation of basic and diluted net (loss) income per share using the two-class method. In periods where the Company reports net losses, such losses are not allocated to the convertible preferred shares for the computation of basic or diluted net (loss) income.

Diluted net (loss) income per share is the same as basic net (loss) income per share for the periods in which the Company had a net loss because the inclusion of outstanding common stock equivalents would be anti-dilutive.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Standards

In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832). The authoritative guidance intended to provide consistent and transparent disclosures around government assistance by requiring disclosures of the type of government assistance, our accounting for the government assistance and the effect on our financial statements. This guidance was effective for the Company for the year ended December 31, 2021. See Note 14 for more details regarding government assistance.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02 “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to put most leases on the balance sheet but recognize expense on the income statement in a manner similar to current accounting.

On January 1, 2022, the Company adopted the standard and all related amendments, using the optional transition method (modified retrospective approach) applied to leases at the adoption date. Under the modified retrospective approach, comparative periods have not been restated and continue to be reported under the accounting standards in effect for those periods.

The Company elected the optional package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs. The Company also elected the practical expedient to not separate lease components from non-lease components for real estate leases.

As a result of the adoption of ASU 2016-02, the Company recorded right-of-use assets (“ROU”) of $5,862 and corresponding lease liabilities of $6,028 with no adjustment made to opening accumulated deficit.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Upon adoption of ASU 2016-02, ROU assets were adjusted for deferred rent and prepaids as of January 1, 2022. Lease expense is recognized on a straight-line basis over the expected lease term. The Company’s incremental borrowing rate is used in determining the present value of future payments at the commencement date of the lease, or for the adoption of ASU 2016-02, at January 1, 2022. Balances related to operating leases are included in ROU assets and current or noncurrent lease liabilities on the consolidated balance sheet.

All real estate leases are recorded on the balance sheet. Equipment and other non-real estate leases with an initial term of twelve months or less are not recorded on the balance sheet. Lease agreements for some locations provide for rent escalations and renewal options. Many leases include one or more options to renew the lease at the end of the initial term. The Company considered renewals in its ROU assets and operating lease liabilities. Certain real estate leases require payment for taxes, insurance and maintenance which are considered non-lease components. The company excluded the non-lease components for all real estate leases and included the non-lease components for all other leases (e.g., cars and equipment). The non-lease components were not separated for certain assets, as there may be no practical way to split the components in certain leases (e.g., cars) and are not material to the company.

The Company determines if an arrangement is a lease at inception. The Company must consider whether the contract conveys the right to control the use of an identified asset. Certain arrangements require significant judgment to determine if an asset is specified in the contract and if the Company directs how and for what purpose the asset is used during the term of the contract.

In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update ("ASU") No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an entity (acquirer) to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This update is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The adoption of the guidance did not have a material impact on the Company's consolidated financial statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260): Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)”, which clarifies and reduces diversity in an issuer’s accounting for a modification or an exchange of a freestanding equity-classified written call option that remains equity being classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share (EPS) effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. This was effective for fiscal years beginning after December 15, 2021, and interim periods within those years. The adoption of the guidance did not have a material impact on the Company's consolidated financial statements.

In March 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-04 - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASC Topic 848). This authoritative guidance provides optional relief for companies preparing for the discontinuation of interest rates such as LIBOR, which was phased out at the end of calendar 2021, and applies to lease contracts, hedging instruments, held-to-maturity debt securities and debt arrangements that have LIBOR as the benchmark rate. This guidance can be applied for a limited time, as of the beginning of the interim period that includes March 12, 2020 or any date thereafter, through December 31, 2022. The guidance may no longer be applied after December 31, 2022. In January 2021, the FASB issued authoritative guidance that makes amendments to the new rules on accounting for reference rate reform. The amendments clarify that all derivative instruments affected by the changes to interest rates used for discounting, margining or contract price alignment, regardless of whether they reference LIBOR, or another rate expected to be discontinued as a result of reference rate reform, an entity may apply certain practical expedients in ASC Topic 848. The adoption of the guidance did not have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12 – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, an authoritative guidance that simplifies the accounting for income taxes by removing certain exceptions and making simplifications in other areas. It is effective from the first quarter of fiscal year 2022, with early adoption permitted in any interim period. The amendments have differing adoption methods including retrospectively, prospectively and/or modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption, depending on the specific change. The adoption of the guidance did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”): Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. The diluted net income per share calculation for convertible instruments will require us to use the if-converted method. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective for the Company on January 1, 2024, with early adoption permitted. ASU No. 2020-06 can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently assessing the impact of applying this guidance as well as when to adopt this guidance.

In February 2020, the FASB issued authoritative guidance (ASU 2020-02 – Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842)) that amends and clarifies Topic 326 and Topic 842. For Topic 326, the codification was updated to include the SEC staff interpretations associated with registrants engaged in lending activities. ASC Topic 326 is effective for annual periods beginning after January 1, 2023, including interim periods within those fiscal years. The Company is currently assessing the impact of applying this guidance.

Note 2 - Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]

	Reclassification Adjustment
	Three Months Ended												Year Ended
	March 31, 2021			June 30, 2021			September 30, 2021			December 31, 2021			December 31, 2021
United States	$	(362	)	$	(615	)	$	(703	)	$	(440	)	$	(2,120	)
International		362			615			703			440			2,120
Total revenue	$	—		$	—		$	—		$	—		$	—

	*As previously reported*		*Adjustment*			*As reclassified*

Consolidated statements of operations:
For the year ended December 31, 2021
Selling and marketing	$	37,438	$	4,482		$	41,920
General and administrative		45,940		(5,870	)		40,070
Research and development		8,258		1,388			9,646

Condensed consolidated statements of operations for the three months ended:
March 31, 2022
Selling and marketing		9,903		1,181			11,084
General and administrative		13,094		(1,622	)		11,472
Research and development		2,202		441			2,643
March 31, 2021
Selling and marketing		7,854		1,052			8,906
General and administrative		12,165		(1,408	)		10,757
Research and development		2,051		356			2,407

June 30, 2022
Selling and marketing		9,487		1,036			10,523
General and administrative		14,249		(1,312	)		12,937
Research and development		2,436		276			2,712
June 30, 2021
Selling and marketing		10,114		1,139			11,253
General and administrative		7,828		(1,468	)		6,360
Research and development		2,024		329			2,353

September 30, 2022
Selling and marketing		8,094		1,275			9,369
General and administrative		14,128		(1,723	)		12,405
Research and development		2,576		448			3,024
September 30, 2021
Selling and marketing		8,775		1,035			9,810
General and administrative		11,990		(1,337	)		10,653
Research and development		1,930		302			2,232

	*As previously reported*		*Adjustment*		*As reclassified*

Consolidated balance sheets:
December 31, 2021
Advances to suppliers	$	2,162	$	3,505	$	5,667
Trade payables		4,913		3,505		8,418

March 31, 2022
Advances to suppliers		3,532		2,856		6,388
Trade payables		4,788		2,856		7,644

June 30, 2022
Advances to suppliers		2,869		3,090		5,959
Trade payables		4,184		3,090		7,274

September 30, 2022
Advances to suppliers		3,605		2,186		5,791
Trade payables		6,093		2,186		8,279

	*As previously reported*			*Adjustment*			*As reclassified*

Consolidated statements of cash flows:
For the year ended December 31, 2021
Changes in operating assets and liabilities:
Advances to suppliers	$	425		$	(3,505	)	$	(3,080	)
Trade payables		(1,409	)		3,505			2,096

For the three months ended March 31, 2022
Changes in operating assets and liabilities:
Advances to suppliers		(1,370	)		(2,856	)		(4,226	)
Trade payables		(125	)		2,856			2,731
For the three months ended March 31, 2021
Changes in operating assets and liabilities:
Advances to suppliers		(1,417	)		(1,680	)		(3,097	)
Trade payables		(178	)		1,680			1,502

For the six months ended June 30, 2022
Changes in operating assets and liabilities:
Advances to suppliers		(707	)		(3,090	)		(3,797	)
Trade payables		(729	)		3,090			2,361
For the six months ended June 30, 2021
Changes in operating assets and liabilities:
Advances to suppliers		(772	)		(2,291	)		(3,063	)
Trade payables		(640	)		2,291			1,651

For the nine months ended September 30, 2022
Changes in operating assets and liabilities:
Advances to suppliers		(1,443	)		(2,186	)		(3,629	)
Trade payables		1,180			2,186			3,366
For the nine months ended September 30, 2021
Changes in operating assets and liabilities:
Advances to suppliers		(142	)		(2,500	)		(2,642	)
Trade payables		(1,573	)		2,500			927

Note 3 - Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	*For the year ended December 31,*
	*2022*			*2021*
Numerator:
Net loss	$	(43,584	)	$	(22,141	)
Net loss allocated to stockholders of the Company	$	(43,700	)	$	(23,013	)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted		65,960			54,466
Net loss per share:
Basic and diluted	$	(0.66	)	$	(0.42	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	*December 31,*
	*2022*		*2021*
Options to purchase common stock and restricted stock units ("RSUs")		12,741,394		5,977,179
Preferred stock		31,850,000		3,790,755
Restricted Stock		388,750		-
Shares reserved for convertible notes		8,215,706		8,213,880
Warrants for common stock		15,928,867		15,928,867
Total potential dilutive shares		69,124,717		33,910,681

Note 5 - Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Fair Value, by Balance Sheet Grouping [Table Text Block]

	*Fair Value Measurements as of December 31, 2022*
	*Quoted Prices in Active Markets using Identical Assets (Level 1)*		*Significant Other Observable Inputs (Level 2)*		*Significant Unobservable Inputs (Level 3)*		*Total*
Assets
Guaranteed Investment Certificates	$	—	$	59	$	—	$	59
Total assets	$	—	$	59	$	—	$	59

	*Fair Value Measurements as of December 31, 2021*
	*Quoted Prices in Active Markets using Identical Assets (Level 1)*		*Significant Other Observable Inputs (Level 2)*		*Significant Unobservable Inputs (Level 3)*		*Total*
Assets
Guaranteed Investment Certificates	$	—	$	64	$	—	$	64
Total assets	$	—	$	64	$	—	$	64

Note 6 - Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	*As of December 31,*
	*2022*			*2021*
Gross accounts receivable	$	70,925		$	86,625
Unearned income		(3,354	)		(4,033	)
Allowance for doubtful accounts		(13,619	)		(11,997	)
	$	53,952		$	70,595
Reported as:
Current trade receivables	$	37,262		$	46,918
Current unearned interest income		(2,397	)		(2,678	)
Long-term trade receivables		20,044			27,710
Long-term unearned interest income		(957	)		(1,355	)
	$	53,952		$	70,595

Contractual Commitments, Net of Allowance For Doubtful Accounts To Be Received Maturity [Table Text Block]

			*December 31,*
	*Total*		*2023*		*2024*		*2025*		*2026*		*2027*
Current financing receivables, net of allowance of $6,938	$	20,333	$	20,333	$	—	$	—	$	—	$	—
Long-term financing receivables, net of allowance of $906		20,044		—		15,965		4,029		50		—
	$	40,377	$	20,333	$	15,965	$	4,029	$	50	$	—

Accounts Receivable, Allowance for Credit Loss [Table Text Block]

	*As of December 31,*
	*2022*			*2021*
Balance at beginning of year	$	11,997		$	18,490
Write-offs		(5,715	)		(6,230	)
(Recovery) provision		7,337			(263	)
Balance at end of year	$	13,619		$	11,997

Note 7 - Select Balance Sheet and Statement of Operations Information (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	*December 31,*
	*2022*		*2021*
Raw materials	$	2,478	$	2,368
Work-in-progress		2,112		1,649
Finished goods		19,316		16,526
Total inventory	$	23,906	$	20,543

Property, Plant and Equipment [Table Text Block]

		*December 31,*
	*Useful Lives (in years)*	*2022*			*2021*
Lab equipment tooling and molds	4 – 10	$	4,356		$	8,194
Office furniture and equipment	6 – 10		1,240			1,743
Leasehold improvements	up to 10		794			1,839
Computers and software	3		906			1,939
Vehicles	5 – 7		37			37
Demo units	5		214			114
Total property and equipment			7,547			13,866
Less: Accumulated depreciation			(5,690	)		(11,197	)
Total property and equipment, net		$	1,857		$	2,669

Schedule of Other Current Assets [Table Text Block]

	*December 31,*
	*2022*		*2021*
Government remittances ⁽¹⁾	$	1,602	$	1,322
Consideration receivable from subsidiaries sale		629		1,405
Deferred financing costs		301		223
Sundry assets and miscellaneous		1,170		808
Total other current assets	$	3,702	$	3,758

Schedule of Accrued Expenses and Other Current Liabilities [Table Text Block]

	*December 31,*
	*2022*		*2021*
Payroll and related expense	$	2,244	$	1,770
Accrued expenses		5,045		6,584
Commission accrual		3,761		4,529
Sales and consumption taxes		5,617		6,629
Total accrued expenses and other current liabilities	$	16,667	$	19,512

Schedule of Product Warranty Liability [Table Text Block]

	*December 31,*
	*2022*			*2021*
Balance as of the beginning of the year	$	1,753		$	1,639
Warranties issued during the year		993			1,231
Warranty costs incurred during the year		(1,264	)		(1,117	)
Balance at the end of the year	$	1,482		$	1,753
Current		1,074			1,245
Long-term		408			508
Total	$	1,482		$	1,753

Schedule of Finance Expenses [Table Text Block]

	*December 31,*
	*2022*		*2021*
Interest expense	$	4,297	$	3,720
Accretion on long-term debt and amortization of fees		264		1,235
Total finance expenses	$	4,561	$	4,955

Note 8 - Leases (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Lease, Cost [Table Text Block]

	*Year Ended December 31,*
	*2022*
Operating lease cost	$	1,942,765
Short-term lease cost		267,503
Total lease cost	$	2,210,268

	Year Ended December 31,
	2022
Operating cash outflows from operating leases	$	1,943

	Year Ended December 31,
	2022
Operating leases
Weighted-average remaining lease term	4.2 yrs.
Weighted-average discount rate		4.00	%

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

Years ending December 31,	*Operating leases*
2023	$	1,807
2024		1,409
2025		1,228
2026		1,038
2027		594
Thereafter		544
Imputed Interest (1)		(592	)
Total	$	6,028

Note 9 - Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Intangible Assets and Goodwill [Table Text Block]

	*At December 31, 2022*
	*Gross Amount*		*Accumulated Amortization*			*Net Amount*
Customer relationships	$	1,400	$	(429	)	$	971
Brand		2,500		(1,066	)		1,434
Technology		16,900		(8,919	)		7,981
Supplier agreement		3,000		(1,467	)		1,533
Total intangible assets	$	23,800	$	(11,881	)	$	11,919

	*At December 31, 2021*
	*Gross Amount*		*Accumulated Amortization*			*Net Amount*
Customer relationships	$	1,400	$	(336	)	$	1,064
Brand		2,500		(803	)		1,697
Technology		16,900		(6,103	)		10,797
Supplier agreement		3,000		(1,165	)		1,835
Total intangible assets	$	23,800	$	(8,407	)	$	15,393

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Years ending December 31,
2023	$	3,473
2024		3,473
2025		3,004
2026		657
2027		657
Thereafter		655
Total	$	11,919

Note 10 - Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Contractual Obligation, Fiscal Year Maturity [Table Text Block]

Years ending December 31,	Purchase and Service Commitments
2023	$	21,174,831
2024		—
2025		—
2026		—
2027		—
Thereafter		—
Total	$	21,174,831

Note 11 - Main Street Term Loan (Tables)

12 Months Ended

Dec. 31, 2022

MSLP Note [Member]

Notes Tables

Schedule of Maturities of Long-Term Debt [Table Text Block]

	*As of December 31, 2022*
2023	$	11,594
2024		9,870
2025		40,053
Total	$	61,517

Note 12 - Madryn Long-term Debt and Convertible Notes (Tables)

12 Months Ended

Dec. 31, 2022

Secured Subordinated Convertible Notes [Member]

Notes Tables

Schedule of Maturities of Long-Term Debt [Table Text Block]

	*As of December 31, 2022*
2023	$	2,137
2024		1,628
2025		28,217
Total	$	31,982

Note 15 - Common Stock Reserved for Issuance (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Common Stock Reserved for Issuance [Table Text Block]

	*December 31, 2022*		*December 31, 2021*
Outstanding common stock warrants		15,928,867		15,928,867
Outstanding stock options and RSUs		13,130,144		5,977,179
Preferred shares		31,850,000		3,790,755
Shares reserved for conversion of future non-voting preferred share issuance		1,209,245		1,209,245
Shares reserved for conversion of future voting preferred share issuance		9,150,000		—
Shares reserved for future option grants and RSUs		376,201		589,064
Shares reserved for Lincoln Park		15,814,471		5,222,867
Shares reserved for Madryn Noteholders		8,215,706		8,213,880
Total common stock reserved for issuance		95,674,634		40,931,857

Note 16 - Stockholders Equity (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	*Year Ended December 31,*
	*2022*		*2021*
Cost of sales	$	73	$	31
Selling and marketing		576		848
General and administrative		1,195		1,084
Research and development		260		105
Total stock-based compensation	$	2,104	$	2,068

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	*Year Ended December 31,*
	*2022*			*2021*
Expected term (in years)		6.00			6.00
Risk-free interest rate		2.56-4.20	%		0.98-1.36	%
Expected volatility		42.77	%		44.26	%
Expected dividend rate		0	%		0	%

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	*Number of Shares*			*Weighted- Average Exercise Price per Share, $*		*Weighted- Average Remaining Contractual Term*		*Aggregate Intrinsic Value*
Outstanding – January 1, 2022		5,977,179		$	3.72		7.20	$	136
Options granted		8,238,250			0.62				209
Options exercised		(16,464	)		1.59				-
Options forfeited/cancelled		(1,457,571	)		4.15		—		—
Outstanding - December 31, 2022		12,741,394		$	1.67		8.23	$	209
Exercisable – December 31, 2022		3,376,223		$	3.78		5.41	$	—
Expected to vest – after December 31, 2022		9,365,171		$	0.91		9.24	$	209

Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block]

	Options Outstanding						Options Exercisable
Exercise Price Range	Number		Weighted average remaining contractual term (years)		Weighted average Exercise Price		Options exercisable		Weighted average remaining contractual term (years)		Weighted average Exercise Price
$0.21 - $3.64		11,915,903		8.47	$	1.26		2,586,015		5.64	$	2.58
$4.26 - $7.95		783,523		4.71		6.68		748,243		4.62		6.70
$12.45 - $25.50		24,277		5.75		18.06		24,274		5.75		18.06
$27.00 - $29.25		9,752		2.30		27.01		9,752		2.30		27.01
$36.00 - $63.90		7,939		4.90		45.65		7,939		4.90		45.65
		12,741,394		8.23	$	1.67		3,376,223		5.41	$	3.78

Schedule of Nonvested Restricted Stock Units Activity [Table Text Block]

	*Number of Shares*			*Weighted- Average Grant Date Fair Value per Share, $*
Outstanding - January 1, 2022		—		$	—
RSUs granted		396,250			1.30
RSUs forfeited/cancelled		(7,500	)		1.38
Outstanding - December 31, 2022		388,750		$	1.30

Note 17 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

	*Year Ended December 31,*
	*2022*			*2021*
United States	$	(32,045	)	$	(12,260	)
Other jurisdictions		(12,261	)		(10,588	)
Loss before income taxes	$	(44,306	)	$	(22,848	)

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	*Year Ended December 31,*
	*2022*			*2021*
Current tax provision (benefit):
Federal	$	—		$	—
Foreign		(13	)		(542	)
Total current tax provision (benefit)		(13	)		(542	)
Deferred tax provision (benefit):
Federal		—			—
Foreign		(709	)		(165	)
Total deferred tax provision (benefit)	$	(709	)	$	(165	)
Total provision (benefit) for income taxes	$	(722	)	$	(707	)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	*Year Ended December 31,*
	*2022*			*2021*
Loss before income taxes	$	(44,306	)	$	(22,848	)
Theoretical tax benefit at the statutory rate (21.0% in 2022 and 2021)		(9,304	)		(4,798	)
Differences in jurisdictional tax rates		(1,671	)		(350	)
Valuation allowance		10,015			5,755
Non-deductible expenses		803			(266	)
Other		(565	)		(1,048	)
Total income tax (benefit) provision		(722	)		(707	)
Net loss	$	(43,584	)	$	(22,141	)

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	*December 31,*
	*2022*			*2021*
Deferred tax assets:
Property and equipment	$	690		$	668
Deferred revenue		1,560			647
Allowance for doubtful accounts		3,917			3,133
Intangible assets		(785	)		(1,543	)
Non-deductible expenses		10,371			8,694
Warranty and other reserves		1,806			1,159
Other		1,020			610
Loss carryforwards		46,709			38,353
Valuation allowance		(64,341	)		(51,437	)
Total deferred tax assets	$	947		$	284
Deferred tax liabilities:
Deferred revenue	$	—		$	46
Total deferred tax liabilities	$	—		$	46

Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]

	*Year Ended December 31,*
	*2022*		*2021*
Balance as of the beginning of the year	$	36	$	1,584
Increases (reductions) related to tax positions in prior period		47		(1,548	)
Increases related to tax positions taken during the current period		—		—
Balance as of the end of the year	$	83	$	36

Schedule of Recognized Tax Benefits [Table Text Block]

	*Year Ended December 31,*
	*2022*			*2021*
Balance as of the beginning of the year	$	(563	)	$	(478	)
Increases related to tax positions in prior period		—			—
Reduction (increase) related to tax position taken during the current period		210			(49	)
Increase related to interest expense		(23	)		(36	)
Balance as of the end of the year	$	(376	)	$	(563	)

Note 18 - Segment and Geographic Information (Tables)

12 Months Ended

Dec. 31, 2022

Notes Tables

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]

	*Year Ended December 31,*
	*2022*		*2021*
United States	$	52,101	$	51,400
International		47,396		54,222
Total revenue	$	99,497	$	105,622

Revenue from External Customers by Products and Services [Table Text Block]

	*Year Ended December 31,*
	*2022*		*2021*
Lease revenue	$	35,267	$	45,094
System revenue		47,906		43,106
Product revenue		13,316		13,230
Service revenue		3,008		4,192
Total revenue	$	99,497	$	105,622

Note 1 - Nature of Operations (Details Textual) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended		12 Months Ended
	Dec. 15, 2021	Jun. 17, 2020	Nov. 30, 2022	Feb. 28, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 09, 2020	Jun. 16, 2020
Retained Earnings (Accumulated Deficit), Total					$ (224,105)	$ (180,405)
Proceeds from Issuance of Common Stock					$ 2,135	$ 0
Common Stock, Par or Stated Value Per Share (in dollars per share)					$ 0.0001	$ 0.0001	$ 0.0001
Proceeds from Issuance of Private Placement	$ 16,740
Proceeds from Warrant Exercises					$ 0	$ 903
Venus Spain [Member] \| Employee Severance and Retention [Member]
Restructuring Charges, Total					$ 102
December 2020 Public Offering Warrants [Member]
Class of Warrant or Right, Exercised During Period (in shares)				361,200
Class of Warrant or Right, Exercised During Period, Exercise Price (in dollars per share)				$ 2.50
Proceeds from Warrant Exercises				$ 903
Series A Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001
Proceeds from Issuance of Private Placement	$ 4,514
Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares)					7,585,529
Proceeds from Issuance of Private Placement	12,074
Equity Purchase Agreement [Member] \| Lincoln Park [Member]
Equity Purchase Agreement, Maximum Offering Amount								$ 31,000
Agreement Term (Year)								2 years
Proceeds from Issuance of Common Stock					$ 272
Stock Issued During Period, Shares, New Issues (in shares)		3,437,087			400,000
Common Stock, Par or Stated Value Per Share (in dollars per share)								$ 0.0001
The 2021 Private Placement [Member]
Proceeds from Issuance of Private Placement	$ 16,999				$ 0	$ 16,740
The 2021 Private Placement [Member] \| Series A Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares)	3,790,755
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001
The 2021 Private Placement [Member] \| Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares)	9,808,418
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001					$ 0.0001
The 2022 Private Placement [Member]
Proceeds from Issuance of Private Placement			$ 6,720		$ 6,518	$ 0
The 2022 Private Placement [Member] \| Series A Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares)			3,185,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)			$ 0.0001
The 2022 Private Placement [Member] \| Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares)			1,750,000
Common Stock, Par or Stated Value Per Share (in dollars per share)			$ 0.0001

Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Accounts Receivable, Allowance for Credit Loss, Current	$ 13,619	$ 11,997
Impairment, Long-Lived Asset, Held-for-Use, Total	$ 0	0
Lessor, Sales-type Lease, Term of Contract (Month)	36 months
Advertising Expense	$ 1,776	1,821
Operating Lease, Right-of-Use Asset	5,862	$ 0
Operating Lease, Liability, Total	6,028
Accounting Standards Update 2016-02 [Member]
Operating Lease, Right-of-Use Asset	5,862
Operating Lease, Liability, Total	$ 6,028
Minimum [Member]
Discount Based Implicit Interest Rate in Subscription Lease	8.00%	8.00%
Property, Plant and Equipment, Useful Life (Year)	3 years
Finite-Lived Intangible Asset, Useful Life (Year)	6 years
Standard Product Warranty, Term (Year)	1 year
Maximum [Member]
Discount Based Implicit Interest Rate in Subscription Lease	10.00%	9.00%
Property, Plant and Equipment, Useful Life (Year)	10 years
Finite-Lived Intangible Asset, Useful Life (Year)	15 years
Standard Product Warranty, Term (Year)	3 years
Revenue from Contract with Customer Benchmark [Member] \| Customer Concentration Risk [Member]
Number of Major Customers	0	0
Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Number of Major Customers	0	0

Note 2 - Summary of Significant Accounting Policies - Reclassification Adjustment (Details) - USD ($) $ in Thousands	3 Months Ended							12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Revenue, reclassification adjustment								$ 99,497	$ 105,622
Revenues								99,497	105,622
Selling and marketing	$ 9,369	$ 10,523	$ 11,084		$ 9,810	$ 11,253	$ 8,906	40,276	41,920
General and administrative	12,405	12,937	11,472		10,653	6,360	10,757	49,618	40,070
Research and development	3,024	2,712	2,643		2,232	2,353	2,407	10,953	9,646
Advances to suppliers	5,791	5,959	6,388	$ 5,667				5,881	5,667
Trade payables	8,279	7,274	7,644	8,418				8,033	8,418
Advances to suppliers	(3,629)	(3,797)	(4,226)		(2,642)	(3,063)	(3,097)	(214)	(3,080)
Trade payables	3,366	2,361	2,731		927	1,651	1,502	(385)	2,096
UNITED STATES
Revenue, reclassification adjustment								52,101	51,400
Non-US [Member]
Revenue, reclassification adjustment								$ 47,396	54,222
Revision of Prior Period, Error Correction, Adjustment [Member]
Revenues				0	0	0	0		0
Advances to suppliers	2,186	3,090	2,856	3,505					3,505
Trade payables	2,186	3,090	2,856	3,505					3,505
Advances to suppliers	(2,186)	(3,090)	(2,856)		(2,500)	(2,291)	(1,680)		(3,505)
Trade payables	2,186	3,090	2,856		2,500	2,291	1,680		3,505
Revision of Prior Period, Error Correction, Adjustment [Member] \| UNITED STATES
Revenue, reclassification adjustment				(440)	(703)	(615)	(362)		(2,120)
Revision of Prior Period, Error Correction, Adjustment [Member] \| Non-US [Member]
Revenue, reclassification adjustment				440	703	615	362		2,120
Previously Reported [Member]
Selling and marketing	8,094	9,487	9,903		8,775	10,114	7,854		37,438
General and administrative	14,128	14,249	13,094		11,990	7,828	12,165		45,940
Research and development	2,576	2,436	2,202		1,930	2,024	2,051		8,258
Advances to suppliers	3,605	2,869	3,532	2,162					2,162
Trade payables	6,093	4,184	4,788	$ 4,913					4,913
Advances to suppliers	(1,443)	(707)	(1,370)		(142)	(772)	(1,417)		425
Trade payables	1,180	(729)	(125)		(1,573)	(640)	(178)		(1,409)
Revision of Prior Period, Reclassification, Adjustment [Member]
Selling and marketing	1,275	1,036	1,181		1,035	1,139	1,052		4,482
General and administrative	(1,723)	(1,312)	(1,622)		(1,337)	(1,468)	(1,408)		(5,870)
Research and development	$ 448	$ 276	$ 441		$ 302	$ 329	$ 356		$ 1,388

Note 3 - Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Net loss	$ (43,584)	$ (22,141)
Net loss allocated to stockholders of the Company	$ (43,700)	$ (23,013)
Weighted-average shares of common stock outstanding used in computing net loss per share, basic and diluted (in shares)	65,960	54,466
Basic (in dollars per share)	$ (0.66)	$ (0.42)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 11
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
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-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 11
-Subparagraph (a)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
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-Section 45
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-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
-Paragraph 52
-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 55
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-URI https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 7
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

+ Details

Note 3 - Net Loss Per Share - Antidilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Total potential dilutive shares (in shares)	69,124,717	33,910,681
Share-Based Payment Arrangement, Option [Member]
Total potential dilutive shares (in shares)	12,741,394	5,977,179
Performance Shares [Member]
Total potential dilutive shares (in shares)	31,850,000	3,790,755
Restricted Stock [Member]
Total potential dilutive shares (in shares)	388,750	0
Shares Reserved for Convertible Notes [Member]
Total potential dilutive shares (in shares)	8,215,706	8,213,880
Warrant [Member]
Total potential dilutive shares (in shares)	15,928,867	15,928,867

Note 4 - Sale of Subsidiaries (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Sep. 07, 2021
Gain (Loss) on Disposition of Stock in Subsidiary	$ (1,482)	$ (567)
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total	0	$ (40)
Venus Concept Shanghai Co.Ltd [Member]
Business Acquisition, Percentage of Voting Interests Acquired				45.00%
Maximum [Member]
Percentage of Operating Revenue of Disposed Subsidiaries of Total Revenue		15.00%
Venus Concept Africa (Pty) Ltd. [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Disposal Group, Including Discontinued Operation, Percentage of Ownership		80.00%
Gain (Loss) on Disposition of Stock in Subsidiary	0	$ (188)
Venus Aesthetic LLP [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Disposal Group, Including Discontinued Operation, Percentage of Ownership			51.00%
Gain (Loss) on Disposition of Stock in Subsidiary			$ (579)
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total			$ 400
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down		$ 379
Venus Concept France SAS [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Gain (Loss) on Disposition of Stock in Subsidiary	$ (60)

Note 5 - Fair Value Measurements - Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets, fair value	$ 59	$ 64
Guaranteed Investment Certificates [Member]
Assets, fair value	59	64
Fair Value, Inputs, Level 1 [Member]
Assets, fair value	0	0
Fair Value, Inputs, Level 1 [Member] \| Guaranteed Investment Certificates [Member]
Assets, fair value	0	0
Fair Value, Inputs, Level 2 [Member]
Assets, fair value	59	64
Fair Value, Inputs, Level 2 [Member] \| Guaranteed Investment Certificates [Member]
Assets, fair value	59	64
Fair Value, Inputs, Level 3 [Member]
Assets, fair value	0	0
Fair Value, Inputs, Level 3 [Member] \| Guaranteed Investment Certificates [Member]
Assets, fair value	$ 0	$ 0

Note 6 - Accounts Receivable (Details Textual) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Lessor, Sales-type Lease, Term of Contract (Month)	36 months
Sales-type and Direct Financing Leases, Lease Receivable	$ 40,377	$ 53,887
Accounts Receivable, Allowance for Credit Loss, Ending Balance	$ 13,619	$ 11,997	$ 18,490

Note 6 - Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Gross accounts receivable	$ 70,925	$ 86,625
Unearned income	(3,354)	(4,033)
Allowance for doubtful accounts	(13,619)	(11,997)	$ (18,490)
Accounts Receivable, after Allowance for Credit Loss, Total	53,952	70,595
Current trade receivables	37,262	46,918
Current unearned interest income	(2,397)	(2,678)
Long-term trade receivables	20,044	27,710
Long-term unearned interest income	$ (957)	$ (1,355)

Note 6 - Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Total, current financing receivables, net	$ 40,377
2023, current financing receivables, net	20,333
2024, current financing receivables, net	15,965
2025, current financing receivables, net	4,029
2026, current financing receivables, net	50
2027, current financing receivables, net	0
Current Financing Receivables, Net Of Allowance [Member]
Total, current financing receivables, net	20,333
2023, current financing receivables, net	20,333
2024, current financing receivables, net	0
2025, current financing receivables, net	0
2026, current financing receivables, net	0
2027, current financing receivables, net	0
Noncurrent Financing Receivables, Net Of Allowance [Member]
Total, current financing receivables, net	20,044
2023, current financing receivables, net	0
2024, current financing receivables, net	15,965
2025, current financing receivables, net	4,029
2026, current financing receivables, net	50
2027, current financing receivables, net	$ 0

Note 6 - Accounts Receivable - Schedule of Contractual Commitments, Net of Allowance for Doubtful Accounts (Details) (Parentheticals) $ in Thousands	Dec. 31, 2022 USD ($)
Current Financing Receivables, Net Of Allowance [Member]
Allowance, current financing receivables, net	$ 6,938
Noncurrent Financing Receivables, Net Of Allowance [Member]
Allowance, long-term financing receivables, net	$ 906

Note 6 - Accounts Receivable - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Balance	$ 11,997	$ 18,490
Write-offs	(5,715)	(6,230)
(Recovery) provision	7,337	(263)
Balance	$ 13,619	$ 11,997

Note 7 - Select Balance Sheet and Statement of Operations Information (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cost, Direct Material	$ 31,555	$ 28,089
Inventory Valuation Reserves	3,258	2,213
Depreciation, Total	$ 990	$ 1,381

Note 7 - Select Balance Sheet and Statement of Operations Information - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Raw materials	$ 2,478	$ 2,368
Work-in-progress	2,112	1,649
Finished goods	19,316	16,526
Total inventory	$ 23,906	$ 20,543

Note 7 - Select Balance Sheet and Statement of Operations Information - Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Lab equipment tooling and molds	$ 4,356	$ 8,194
Office furniture and equipment	1,240	1,743
Leasehold improvements	794	1,839
Computers and software	906	1,939
Demo units	214	114
Total property and equipment	7,547	13,866
Less: Accumulated depreciation	(5,690)	(11,197)
Total property and equipment, net	$ 1,857	2,669
Tools, Dies and Molds [Member] \| Minimum [Member]
Property and equipment, Useful lives	4
Tools, Dies and Molds [Member] \| Maximum [Member]
Property and equipment, Useful lives	10
Office Equipment [Member] \| Minimum [Member]
Property and equipment, Useful lives	6
Office Equipment [Member] \| Maximum [Member]
Property and equipment, Useful lives	10
Leasehold Improvements [Member] \| Maximum [Member]
Property and equipment, Useful lives	up to 10
Computer Equipment [Member]
Property and equipment, Useful lives	3
Vehicles [Member]
Vehicles	$ 37	$ 37
Vehicles [Member] \| Minimum [Member]
Property and equipment, Useful lives	5
Vehicles [Member] \| Maximum [Member]
Property and equipment, Useful lives	7
Demo Units [Member]
Property and equipment, Useful lives	5

Note 7 - Select Balance Sheet and Statement of Operations Information - Other Current Assets (Details) - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Government remittances (1)

^[1]

$ 1,602

$ 1,322

Consideration receivable from subsidiaries sale

629

1,405

Deferred financing costs

301

223

Sundry assets and miscellaneous

1,170

808

Total other current assets

$ 3,702

$ 3,758

[1]	Government remittances are receivables from the local tax authorities for refund of sales taxes and income taxes.

Note 7 - Select Balance Sheet and Statement of Operations Information - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Payroll and related expense	$ 2,244	$ 1,770
Accrued expenses	5,045	6,584
Commission accrual	3,761	4,529
Sales and consumption taxes	5,617	6,629
Total accrued expenses and other current liabilities	$ 16,667	$ 19,512

Note 7 - Select Balance Sheet and Statement of Operations Information - Warranty Accrual (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Balance as of the beginning of the year	$ 1,753	$ 1,639
Warranties issued during the year	993	1,231
Warranty costs incurred during the year	(1,264)	(1,117)
Balance at the end of the year	1,482	1,753
Current	1,074	1,245
Long-term	408	508
Total	$ 1,482	$ 1,753

Note 7 - Select Balance Sheet and Statement of Operations Information - Finance Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Interest expense	$ 4,297	$ 3,720
Accretion on long-term debt and amortization of fees	264	1,235
Total finance expenses	$ 4,561	$ 4,955

Note 8 - Leases - Lease Cost (Details)	12 Months Ended
Note 8 - Leases - Lease Cost (Details)	Dec. 31, 2022 USD ($)
Operating lease cost	$ 1,942,765
Short-term lease cost	267,503
Total lease cost	2,210,268
Operating cash outflows from operating leases	$ 1,943,000
Weighted-average remaining lease term (Year)	4 years 2 months 12 days
Weighted-average discount rate	4.00%

Note 8 - Leases - Operating Lease Maturity (Details) $ in Thousands	Dec. 31, 2022 USD ($)
2023, operating lease	$ 1,807
2024, operating lease	1,409
2025, operating lease	1,228
2026, operating lease	1,038
2027, operating lease	594
Thereafter, operating lease	544
Imputed Interest (1)	(592)
Total	$ 6,028

Note 9 - Intangible Assets and Goodwill (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Nov. 07, 2019
Goodwill, Impairment Loss	$ 0	$ 0
Amortization of Intangible Assets, Total	$ 3,473	$ 3,473
Venus Concept Ltd. [Member] \| Technology [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total			$ 16,900
Venus Concept Ltd. [Member] \| Brand Name [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total			$ 1,200

Note 9 - Intangible Assets and Goodwill - Schedule of Intangible Assets Net of Accumulated Amortization and Goodwill (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Gross Amount	$ 23,800	$ 23,800
Accumulated amortization	(11,881)	(8,407)
Net Amount	11,919	15,393
Customer Relationships [Member]
Gross Amount	1,400	1,400
Accumulated amortization	(429)	(336)
Net Amount	971	1,064
Brand [Member]
Gross Amount	2,500	2,500
Accumulated amortization	(1,066)	(803)
Net Amount	1,434	1,697
Technology [Member]
Gross Amount	16,900	16,900
Accumulated amortization	(8,919)	(6,103)
Net Amount	7,981	10,797
Supplier Agreement [Member]
Gross Amount	3,000	3,000
Accumulated amortization	(1,467)	(1,165)
Net Amount	$ 1,533	$ 1,835

Note 9 - Intangible Assets and Goodwill - Estimated Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
2023	$ 3,473
2024	3,473
2025	3,004
2026	657
2027	657
Thereafter	655
Total	$ 11,919	$ 15,393

Note 10 - Commitments and Contingencies (Details Textual) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Purchase Obligation, Total	$ 21,174,831
Contract Manufacturers [Member]
Purchase Obligation, Total	20,775
Open Purchase Order [Member]
Purchase Obligation, Total	$ 1,599
Percentage Of Open Purchase Order	25.00%

Note 10 - Commitments and Contingencies - Contractual Obligation Maturity (Details) $ in Thousands	Dec. 31, 2022 USD ($)
2023	$ 21,174,831
2024	0
2025	0
2026	0
2027	0
Thereafter	0
Total	$ 21,174,831

Note 11 - Main Street Term Loan (Details Textual) - MSLP Note [Member]		12 Months Ended
	Dec. 08, 2020	Dec. 08, 2024
Debt Instrument, Term (Year)	5 years
Forecast [Member]
Debt Instrument, Percentage of Outstanding Principal to be Paid with Accrued Unpaid Interest		15.00%
London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	3.00%

Note 11 - Main Street Term Loan - Schedule Payments on Outstanding Borrowings (Details) - MSLP Note [Member] $ in Thousands	Dec. 31, 2022 USD ($)
2023	$ 11,594
2024	9,870
2025	40,053
Total	$ 61,517

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Note 12 - Madryn Long-term Debt and Convertible Notes (Details Textual) - USD ($)		12 Months Ended
	Dec. 09, 2020	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2020	Oct. 11, 2016
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Madryn Credit Agreement [Member]
Repayments of Debt	$ 42,500,000
Madryn Credit Agreement [Member] \| Madryn Noteholders [Member]
Debt Instrument, Face Amount					$ 70,000,000
Madryn Credit Agreement [Member] \| Madryn Noteholders [Member] \| Term A-1, A-2 and B Tranches of Debt [Member]
Long-term Debt, Gross				$ 60,000,000
Secured Subordinated Convertible Notes [Member] \| Madryn Noteholders [Member]
Debt Instrument, Default, Increase in Interest Rate	4.00%
Debt Instrument, Termination, Minimum Principal Outstanding	$ 10,000
Debt Instrument, Convertible, Conversion Price (in dollars per share)	$ 3.25
Interest Expense, Total		$ 2,165,000	$ 2,158,000
Repayments of Long-term Debt, Total		$ 0	$ 0
Debt Instrument, Maturity Date	Dec. 09, 2025
Secured Subordinated Convertible Notes [Member] \| Madryn Noteholders [Member] \| Original Issuance Of Notes To Third Anniversary Date [Member]
Debt Instrument, Interest Rate, Stated Percentage	8.00%
Secured Subordinated Convertible Notes [Member] \| Madryn Noteholders [Member] \| After the Third Anniversary [Member]
Debt Instrument, Interest Rate, Stated Percentage	6.00%

Note 12 - Madryn Long-term Debt and Convertible Notes - Scheduled Payments (Details) - Secured Subordinated Convertible Notes [Member] $ in Thousands	Dec. 31, 2022 USD ($)
2023	$ 2,137
2024	1,628
2025	28,217
Total	$ 31,982

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Note 13 - Credit Facility (Details Textual) - City National Bank of Florida [Member] - USD ($) $ in Millions	Aug. 26, 2021	Dec. 09, 2020
CNB Note [Member]
Debt Instrument, Face Amount	$ 5.0
Debt Instrument, Maturity Date	Jul. 24, 2023
Revolving Credit Facility [Member]
Line of Credit Facility, Minimum Deposit Required	$ 1.5	$ 3.0
Loan Processing Fee		1.0
Line of Credit Facility, Maximum Borrowing Capacity	$ 5.0	$ 10.0
Debt Instrument, LIBOR Floor	0.50%
Revolving Credit Facility [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	3.25%

Note 14 - Government Assistance Programs (Details Textual) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended	12 Months Ended
	Apr. 29, 2020	Apr. 30, 2022	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Aug. 29, 2020	Apr. 20, 2020
Repayments of Secured Debt				$ 543	$ 738
SBA CARES Act Paycheck Protection Program [Member]
Proceeds from Loans	$ 4,048
Repayments of Secured Debt		$ 136	$ 407
Long-Term Debt, Total				$ 0	543
SBA CARES Act Paycheck Protection Program [Member] \| Venus Concept Inc [Member]
Debt Instrument, Face Amount						$ 1,665
Debt Instrument, Decrease, Forgiveness					1,086
SBA CARES Act Paycheck Protection Program [Member] \| Venus USA [Member]
Debt Instrument, Face Amount							$ 2,383
Debt Instrument, Decrease, Forgiveness					$ 1,689

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Note 15 - Common Stock Reserved for Issuance - Common Stock Reserved for Issuance (Details) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Outstanding stock options and RSUs (in dollars per share)	$ 13,130,144	$ 5,977,179
Shares reserved for future option grants and RSUs (in shares)	376,201	589,064
Total common stock reserved for issuance (in shares)	95,674,634	40,931,857
Lincoln Park [Member]
Total common stock reserved for issuance (in shares)	15,814,471	5,222,867
Madryn Noteholders [Member]
Total common stock reserved for issuance (in shares)	8,215,706	8,213,880
Non-Voting Preferred Stock [Member]
Shares reserved for conversion of future preferred share issuance (in shares)	1,209,245	1,209,245
Voting Preferred Stock [Member]
Shares reserved for conversion of future preferred share issuance (in shares)	9,150,000	0
Common Stock [Member]
Outstanding common stock warrants (in shares)	15,928,867	15,928,867
Preferred Stock [Member]
Preferred shares (in shares)	31,850,000	3,790,755

Note 16 - Stockholders Equity (Details Textual) $ / shares in Units, $ in Thousands					1 Months Ended			12 Months Ended		24 Months Ended
	Nov. 18, 2022 USD ($) shares	Jul. 12, 2022 USD ($) $ / shares shares	Dec. 15, 2021 USD ($) $ / shares shares	Jun. 17, 2020 shares	Nov. 30, 2022 USD ($) $ / shares shares	Nov. 30, 2017	Nov. 30, 2010	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Dec. 09, 2020 $ / shares	Jun. 16, 2020 USD ($) $ / shares shares	Oct. 04, 2019 shares
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares								$ 0.0001	$ 0.0001		$ 0.0001
Proceeds from Issuance of Common Stock								$ 2,135	$ 0
Stock Issued During Period, Value, New Issues								2,204
Proceeds from Issuance of Private Placement			$ 16,740
Payments of Stock Issuance Costs								$ 202
Adjustments to Additional Paid in Capital, Convertible Preferred Stock with Beneficial Conversion Feature			152						$ 152
Common Stock, Capital Shares Reserved for Future Issuance (in shares) \| shares								95,674,634	40,931,857
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Payments								$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value								$ 0	$ 92
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) \| $ / shares								$ 0.62	$ 2.20
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value								$ 1,645	$ 1,545
The 2010 Share Option Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year)						10 years	7 years
Common Stock, Capital Shares Reserved for Future Issuance (in shares) \| shares								94,254	212,650
The 2019 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) \| shares													450,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) \| shares								281,947	376,414
Share-based Compensation Arrangement by Share-based Payment Award, Increase in Authorized Shares, Percentage of Outstanding Stock Maximum								4.00%
Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares								7,585,529
Stock Issued During Period, Value, New Issues								$ 1
Proceeds from Issuance of Private Placement			$ 12,074
Adjustments to Additional Paid in Capital, Convertible Preferred Stock with Beneficial Conversion Feature									$ 0
Preferred Stock [Member]
Preferred Stock, Shares Outstanding, Ending Balance (in shares) \| shares								31,850,000	3,790,755
Series A Preferred Stock [Member]
Shares Issued, Price Per Share (in dollars per share) \| $ / shares									$ 1.29
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares			$ 0.0001
Proceeds from Issuance of Private Placement			$ 4,514
Preferred Stock, Shares Outstanding, Ending Balance (in shares) \| shares									3,790,755
Preferred Stock, Convertible, Conversion Ratio									1
Preferred Stock, Maximum Conversion Cap Percentage									9.99%
Dividends Payable									$ 0
Preferred Stock, Convertible, Conversion Price (in dollars per share) \| $ / shares									$ 1.25
Adjustments to Additional Paid in Capital, Convertible Preferred Stock with Beneficial Conversion Feature									$ 152
Series A Preferred Stock [Member] \| Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares								0
Stock Issued During Period, Value, New Issues								$ 0
Adjustments to Additional Paid in Capital, Convertible Preferred Stock with Beneficial Conversion Feature									0
Voting Preferred Stock [Member]
Preferred Stock, Convertible, Conversion Ratio					10
Preferred Stock, Liquidation Preference Per Share (in dollars per share) \| $ / shares					$ 2.00
Preferred Stock, Convertible, Volume Weighted Average Price Per Common Share (in dollars per share) \| $ / shares					$ 1.25
Voting Preferred Stock [Member] \| Preferred Stock [Member] \| Chief Executive Officer, President, Chief Innovation and Business Officer, and Certain Members of the Board [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares	3,185,000
Equity Purchase Agreement [Member] \| Lincoln Park [Member]
Equity Purchase Agreement, Maximum Offering Amount												$ 31,000
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares												$ 0.0001
Equity Purchase Agreement, Maximum Shares Issuable (in shares) \| shares												7,763,411
Equity Agreement, Maximum Percentage of Stock Outstanding												19.99%
Equity Agreement, Minimum Average Purchase Price (in dollars per share) \| $ / shares												$ 3.9755
Maximum Percentage of Outstanding Stock, Beneficial Ownership												9.99%
Stock Issued During Period, Shares, New Issues (in shares) \| shares				3,437,087				400,000
Shares Issued, Price Per Share (in dollars per share) \| $ / shares										$ 2.70
Stock Issued During Period, Shares, Commitment Fee (in shares) \| shares										209,566,000
Stock Issued During Period, Value, Commitment Fee										$ 620
Deferred Offering Costs								$ 0		$ 123
Proceeds from Issuance of Common Stock								$ 272
LPC Purchase Agreement 2022 [Member] \| Lincoln Park [Member]
Equity Purchase Agreement, Maximum Offering Amount		$ 11,000
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares		$ 0.0001
Equity Purchase Agreement, Maximum Shares Issuable (in shares) \| shares		12,873,368
Equity Agreement, Maximum Percentage of Stock Outstanding		19.99%
Maximum Percentage of Outstanding Stock, Beneficial Ownership		9.99%
Stock Issued During Period, Shares, New Issues (in shares) \| shares								6,500,000
Shares Issued, Price Per Share (in dollars per share) \| $ / shares								$ 0.30
Stock Issued During Period, Shares, Commitment Fee (in shares) \| shares		685,529
Stock Issued During Period, Value, Commitment Fee		$ 330
Stock Issued During Period, Value, New Issues								$ 1,970
The 2021 Private Placement [Member]
Proceeds from Issuance of Private Placement			16,999					0	$ 16,740
Payments of Stock Issuance Costs			$ 259
The 2021 Private Placement [Member] \| Common Stock [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares			$ 0.0001						$ 0.0001
Stock Issued During Period, Shares, New Issues (in shares) \| shares			9,808,418
The 2021 Private Placement [Member] \| Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares									9,808,418
The 2021 Private Placement [Member] \| Convertible Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares									3,790,755
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares									$ 0.0001
Preferred Stock, Convertible, Shares Issuable (in shares) \| shares									3,790,755
The 2021 Private Placement [Member] \| Series A Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares			3,790,755
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares			$ 0.0001
The 2022 Private Placement [Member]
Proceeds from Issuance of Private Placement					$ 6,720			$ 6,518	$ 0
Payments of Stock Issuance Costs					$ 202				$ 259
The 2022 Private Placement [Member] \| Chief Executive Officer, President, Chief Innovation and Business Officer, and Certain Members of the Board [Member]
Proceeds from Issuance of Private Placement	$ 6,720
The 2022 Private Placement [Member] \| Common Stock [Member]
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares					$ 0.0001
Stock Issued During Period, Shares, New Issues (in shares) \| shares					1,750,000
The 2022 Private Placement [Member] \| Common Stock [Member] \| Chief Executive Officer, President, Chief Innovation and Business Officer, and Certain Members of the Board [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares	1,750,000
The 2022 Private Placement [Member] \| Convertible Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares					3,185,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares					$ 0.0001
Preferred Stock, Convertible, Shares Issuable (in shares) \| shares					31,850,000
The 2022 Private Placement [Member] \| Series A Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares					3,185,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares					$ 0.0001
The 2022 Private Placement [Member] \| Voting Preferred Stock [Member] \| Chief Executive Officer, President, Chief Innovation and Business Officer, and Certain Members of the Board [Member]
Preferred Stock, Convertible, Conversion Ratio	10
The 2022 Private Placement [Member] \| Voting Preferred Stock [Member] \| Preferred Stock [Member] \| Chief Executive Officer, President, Chief Innovation and Business Officer, and Certain Members of the Board [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares	3,185,000

Note 16 - Stockholders Equity - Stock-based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Total stock-based compensation	$ 2,104	$ 2,068
Cost of Sales [Member]
Total stock-based compensation	73	31
Selling and Marketing Expense [Member]
Total stock-based compensation	576	848
General and Administrative Expense [Member]
Total stock-based compensation	1,195	1,084
Research and Development Expense [Member]
Total stock-based compensation	$ 260	$ 105

Note 16 - Stockholders Equity - Stock Options Assumptions (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Expected term (in years) (Year)	6 years
Expected volatility	42.77%	44.26%
Expected dividend rate	0.00%	0.00%
Minimum [Member]
Risk-free interest rate	2.56%	0.98%
Maximum [Member]
Risk-free interest rate	4.20%	1.36%

Note 16 - Stockholders Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Outstanding, number of shares (in shares)	5,977,179
Outstanding, weighted average exercise price (in dollars per share)	$ 3.72
Outstanding, weighted average remaining contractual term (Year)	8 years 2 months 23 days	7 years 2 months 12 days
Outstanding, aggregate intrinsic value	$ 209	$ 136
Options granted, number of shares (in shares)	8,238,250
Options granted, weighted average exercise price (in dollars per share)	$ 0.62
Options granted, aggregate intrinsic value	$ 209
Options exercised, number of shares (in shares)	(16,464)
Options exercised, weighted average exercise price (in dollars per share)	$ 1.59
Options exercised, aggregate intrinsic value	$ 0	$ 92
Options forfeited/cancelled, number of shares (in shares)	(1,457,571)
Options forfeited/cancelled, weighted average exercise price (in dollars per share)	$ 4.15
Options forfeited/cancelled, aggregate intrinsic value (in dollars per share)	$ 0
Outstanding, number of shares (in shares)	12,741,394	5,977,179
Outstanding, weighted average exercise price (in dollars per share)	$ 1.67	$ 3.72
Exercisable, number of shares (in shares)	3,376,223
Exercisable, weighted average exercise price (in dollars per share)	$ 3.78
Exercisable, weighted average remaining contractual term (Year)	5 years 4 months 28 days
Exercisable, aggregate intrinsic value	$ 0
Expected to vest, number of shares (in shares)	9,365,171
Expected to vest, weighted average exercise price (in dollars per share)	$ 0.91
Expected to vest, weighted average remaining contractual term (Year)	9 years 2 months 26 days
Expected to vest, aggregate intrinsic value	$ 209

Note 16 - Stockholders Equity - Stock Options Outstanding and Exercisable (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Options outstanding, number (in shares)	12,741,394
Options outstanding, weighted average remaining contractual term (Year)	8 years 2 months 23 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 1.67
Options exercisable (in shares)		3,376,223
Options exercisable, weighted average remaining contractual term (Year)		5 years 4 months 28 days
Options exercisable, weighted average exercise price (in dollars per share)		$ 3.78
Range One [Member]
Exercise price range, lower limit (in dollars per share)	0.21
Exercise price range, upper limit (in dollars per share)	$ 3.64
Options outstanding, number (in shares)	11,915,903
Options outstanding, weighted average remaining contractual term (Year)	8 years 5 months 19 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 1.26
Options exercisable (in shares)		2,586,015
Options exercisable, weighted average remaining contractual term (Year)		5 years 7 months 20 days
Options exercisable, weighted average exercise price (in dollars per share)		$ 2.58
Range Two [Member]
Exercise price range, lower limit (in dollars per share)	4.26
Exercise price range, upper limit (in dollars per share)	$ 7.95
Options outstanding, number (in shares)	783,523
Options outstanding, weighted average remaining contractual term (Year)	4 years 8 months 15 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 6.68
Options exercisable (in shares)		748,243
Options exercisable, weighted average remaining contractual term (Year)		4 years 7 months 13 days
Options exercisable, weighted average exercise price (in dollars per share)		$ 6.70
Range Three [Member]
Exercise price range, lower limit (in dollars per share)	12.45
Exercise price range, upper limit (in dollars per share)	$ 25.50
Options outstanding, number (in shares)	24,277
Options outstanding, weighted average remaining contractual term (Year)	5 years 9 months
Options outstanding, weighted average exercise price (in dollars per share)	$ 18.06
Options exercisable (in shares)		24,274
Options exercisable, weighted average remaining contractual term (Year)		5 years 9 months
Options exercisable, weighted average exercise price (in dollars per share)		$ 18.06
Range Four [Member]
Exercise price range, lower limit (in dollars per share)	27.00
Exercise price range, upper limit (in dollars per share)	$ 29.25
Options outstanding, number (in shares)	9,752
Options outstanding, weighted average remaining contractual term (Year)	2 years 3 months 18 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 27.01
Options exercisable (in shares)		9,752
Options exercisable, weighted average remaining contractual term (Year)		2 years 3 months 18 days
Options exercisable, weighted average exercise price (in dollars per share)		$ 27.01
Range Five [Member]
Exercise price range, lower limit (in dollars per share)	36.00
Exercise price range, upper limit (in dollars per share)	$ 63.90
Options outstanding, number (in shares)	7,939
Options outstanding, weighted average remaining contractual term (Year)	4 years 10 months 24 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 45.65
Options exercisable (in shares)		7,939
Options exercisable, weighted average remaining contractual term (Year)		4 years 10 months 24 days
Options exercisable, weighted average exercise price (in dollars per share)		$ 45.65

Note 16 - Stockholders Equity - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member]	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Outstanding (in shares) \| shares	0
Outstanding (in dollars per share) \| $ / shares	$ 0
RSUs granted (in shares) \| shares	396,250
RSUs granted (in dollars per share) \| $ / shares	$ 1.30
RSUs forfeited/cancelled (in shares) \| shares	(7,500)
RSUs forfeited/cancelled (in dollars per share) \| $ / shares	$ 1.38
Outstanding (in shares) \| shares	388,750
Outstanding (in dollars per share) \| $ / shares	$ 1.30

Note 17 - Income Taxes (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred Tax Assets, Valuation Allowance	$ 64,341	$ 51,437
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	12,904	31,150
Deferred Tax Assets, Net of Valuation Allowance, Total	947	284
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total	0	0
Research Tax Credit Carryforward [Member]
Tax Credit Carryforward, Amount	276		$ 0
Domestic Tax Authority [Member] \| Internal Revenue Service (IRS) [Member]
Operating Loss Carryforwards	$ 191,313	$ 163,395

Note 17 - Income Taxes - Schedule of Geographical Breakdown of Loss Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
United States	$ (32,045)	$ (12,260)
Other jurisdictions	(12,261)	(10,588)
Loss before income taxes	$ (44,306)	$ (22,848)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

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+ Details

Note 17 - Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current tax provision (benefit):
Federal	$ 0	$ 0
Foreign	(13)	(542)
Total current tax provision (benefit)	(13)	(542)
Deferred tax provision (benefit):
Federal	0	0
Foreign	(709)	(165)
Total deferred tax provision (benefit)	(709)	(165)
Total provision (benefit) for income taxes	$ (722)	$ (707)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Note 17 - Income Taxes - Reconciliation of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Loss before income taxes	$ (44,306)	$ (22,848)
Theoretical tax benefit at the statutory rate (21.0% in 2022 and 2021)	(9,304)	(4,798)
Differences in jurisdictional tax rates	(1,671)	(350)
Valuation allowance	10,015	5,755
Non-deductible expenses	803	(266)
Other	(565)	(1,048)
Total provision (benefit) for income taxes	(722)	(707)
Net loss	$ (43,584)	$ (22,141)

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

+ Details

Note 17 - Income Taxes - Reconciliation of Income Tax Expense (Benefit) (Details) (Parentheticals)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statutory Rate	21.00%	21.00%

Note 17 - Income Taxes - Schedule of Components of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Property and equipment	$ 690	$ 668
Deferred revenue	1,560	647
Allowance for doubtful accounts	3,917	3,133
Intangible assets	(785)	(1,543)
Non-deductible expenses	10,371	8,694
Warranty and other reserves	1,806	1,159
Other	1,020	610
Loss carryforwards	46,709	38,353
Valuation allowance	(64,341)	(51,437)
Total deferred tax assets	947	284
Deferred tax liabilities:
Deferred revenue	0	46
Total deferred tax liabilities	$ 0	$ 46

Note 17 - Income Taxes - Schedule of Reconciliation of Uncertain Tax Position (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Balance as of the beginning of the year	$ 36	$ 1,584
Increases related to tax positions in prior period	47
Reductions related to tax positions in prior period		(1,548)
Increases related to tax positions taken during the current period	0	0
Balance as of the end of the year	$ 83	$ 36

Note 17 - Income Taxes - Schedule of Tax Effected Amount of Recognized Tax Position (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Balance as of the beginning of the year	$ (563)	$ (478)
Increases related to tax positions in prior period	0	0
Reduction (increase) related to tax position taken during the current period	210	(49)
Increase related to interest expense	(23)	(36)
Balance as of the end of the year	$ (376)	$ (563)

Note 18 - Segment and Geographic Information (Details Textual) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Number of Reportable Segments	1
Number of Operating Segments	1
Leases [Member]
Sales with Typical Lease Terms (Month)	36 months
System [Member]
Sales with Payment Terms (Month)	12 months
UNITED STATES
Long-Lived Assets	$ 12,346	$ 16,090
Non-US [Member]
Long-Lived Assets	$ 1,431	$ 1,972

Note 18 - Segment and Geographic Information - Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Total revenue	$ 99,497	$ 105,622
UNITED STATES
Total revenue	52,101	51,400
Non-US [Member]
Total revenue	$ 47,396	$ 54,222

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

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-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Note 18 - Segment and Geographic Information - Schedule of Revenue by Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Total revenue	$ 99,497	$ 105,622
Leases [Member]
Total revenue	35,267	45,094
System [Member]
Total revenue	47,906	43,106
Product [Member]
Total revenue	13,316	13,230
Service [Member]
Total revenue	$ 3,008	$ 4,192

- Definition

+ References

+ Details

Note 19 - Related Party Transactions (Details Textual) $ in Thousands			1 Months Ended	12 Months Ended
	Nov. 18, 2022 USD ($) shares	Dec. 15, 2021 USD ($)	Nov. 30, 2022 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020	Jan. 01, 2021	Jan. 01, 2018
Proceeds from Issuance of Private Placement		$ 16,740
Venus Concept Singapore Pte. Ltd (Venus Singapore) [Member]
Disposal Group, Including Discontinued Operation, Percentage of Ownership						55.00%
Voting Preferred Stock [Member]
Preferred Stock, Convertible, Conversion Ratio			10
Senior Officer [Member] \| Technicalbiomed Co., Ltd. (TBC) [Member]
Equity Method Investment, Ownership Percentage							45.00%	30.00%
Technicalbiomed Co., Ltd. (TBC) [Member]
Revenue from Related Parties				$ 951	$ 537
Venus Concept Singapore Pte. Ltd (Venus Singapore) [Member]
Revenue from Related Parties				$ 441	239
Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares				7,585,529
Proceeds from Issuance of Private Placement		$ 12,074
Preferred Stock [Member] \| Chief Executive Officer, President, Chief Innovation and Business Officer, and Certain Members of the Board [Member] \| Voting Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares	3,185,000
The 2022 Private Placement [Member]
Proceeds from Issuance of Private Placement			$ 6,720	$ 6,518	$ 0
The 2022 Private Placement [Member] \| Chief Executive Officer, President, Chief Innovation and Business Officer, and Certain Members of the Board [Member]
Proceeds from Issuance of Private Placement	$ 6,720
The 2022 Private Placement [Member] \| Chief Executive Officer, President, Chief Innovation and Business Officer, and Certain Members of the Board [Member] \| Voting Preferred Stock [Member]
Preferred Stock, Convertible, Conversion Ratio	10
The 2022 Private Placement [Member] \| Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares			1,750,000
The 2022 Private Placement [Member] \| Common Stock [Member] \| Chief Executive Officer, President, Chief Innovation and Business Officer, and Certain Members of the Board [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares	1,750,000
The 2022 Private Placement [Member] \| Preferred Stock [Member] \| Chief Executive Officer, President, Chief Innovation and Business Officer, and Certain Members of the Board [Member] \| Voting Preferred Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares	3,185,000

Note 20 - Subsequent Events (Details Textual)			3 Months Ended	12 Months Ended
Note 20 - Subsequent Events (Details Textual)	Mar. 01, 2023 GBP (£)	Jun. 17, 2020 shares	Mar. 27, 2023 $ / shares shares	Dec. 31, 2022 shares	Jun. 30, 2022 $ / shares
Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares				7,585,529
Equity Purchase Agreement [Member] \| Lincoln Park [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares		3,437,087		400,000
Shares Issued, Price Per Share (in dollars per share) \| $ / shares					$ 2.70
Subsequent Event [Member] \| Equity Purchase Agreement [Member] \| Lincoln Park [Member] \| Common Stock [Member]
Stock Issued During Period, Shares, New Issues (in shares) \| shares			2,865,802
Shares Issued, Price Per Share (in dollars per share) \| $ / shares			$ 0.248
Chief Operating Officer [Member] \| Subsequent Event [Member]
Severance Costs \| £	£ 315,418.77
Payment for Pension and Other Postretirement Benefits, Total \| £	3,400
Legal Fees \| £	£ 2,000