Item 1.01. Entry into a Material Definitive Agreement

On December 22, 2020, Venus Concept Inc., a Delaware corporation (the "Company"), entered into an Underwriting Agreement (the "Underwriting Agreement") with Oppenheimer & Co. Inc., acting as representative for the underwriters listed therein (the "Underwriters"), in connection with its previously announced public offering (the "Offering"), pursuant to which the Underwriters agreed to purchase 11,250,000 shares of its common stock (the "Shares") and warrants to purchase up to 5,625,000 shares of common stock (the "Warrants") at a combined offering price to the public of $2.00 per share and accompanying warrant. The Warrants have an exercise price of $2.50 per share of common stock, are exercisable immediately, and expire five years from the date of issuance. The Shares and the Warrants (collectively, the "Securities") are immediately separable and will be issued separately, but will be purchased together in the Offering.

The Offering is expected to close on December 24, 2020, subject to the satisfaction of customary closing conditions.

The Company intends to use the gross proceeds of approximately $22.5 million, before deducting underwriting discounts and commissions and estimated offering expenses, from the offering for general corporate purposes, including the funding of research and development activities. The Company's management will retain broad discretion over the allocation of the net proceeds from the Offering.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make in respect of these liabilities.

The Offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-228562), including the prospectus dated December 10, 2018, as supplemented by a prospectus supplement dated December 22, 2020.

The foregoing is only a brief description of the terms of the Underwriting Agreement and the Warrants, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to (a) the Underwriting Agreement that is filed as Exhibit 1.1 hereto and (b) the Form of Common Stock Purchase Warrant that is filed as Exhibit 4.1 hereto, each of which is incorporated in its entirety by reference.

The legal opinion of Reed Smith LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.

--------------------------------------------------------------------------------

Item 8.01. Other Events.

The Company issued press releases announcing the launch and pricing of the Offering on December 21, 2020 and December 22, 2020, respectively. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.

The Company is providing certain business updates, which are filed as Exhibit 99.3 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith.





Exhibit No.       Description

1.1                 Underwriting Agreement, dated as of December 22, 2020, by and
                  between Venus Concept Inc. and Oppenheimer & Co. Inc.

4.1                 Form of Common Stock Purchase Warrant

5.1                 Opinion of Reed Smith LLP

23.1                Consent of Reed Smith LLP (included in Exhibit 5.1)

99.1                Press Release issued by the Company announcing launch of the
                  Offering on December 21, 2020

99.2                Press Release issued by the Company announcing pricing of the
                  Offering on December 22, 2020

99.3                Business Updates

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses