Venus Concept Inc. announced that it has entered into stock purchase agreement for a non-brokered private placement of 9,808,418 common shares of par value, $0.0001 and 3,790,755 preferred non-voting shares of par value, $0.0001 at a price of $1.25 per share for gross proceeds of $16,998,967 led by new investor, MSS VC SPV LP, a fund managed by Masters Special Situations, LLC for $5,748,966.25 and its affiliates thereof on December 15, 2021. The transaction included participation from existing investors, Ew Healthcare Partners L.P. and EW Healthcare Partners-A, L.P., funds managed by Essex Woodlands Management, Inc. for $4,900,000, Healthquest Partners II, L.P., a fund managed by HealthQuest Capital for $2,000,000, Keith Sullivan, President & CEO for $100,000 and other investors. The preferred nonvoting shares are convertible on a one-for-one basis into shares upon receipt of conversion notice by the company from the holder. As a part of the transaction, Masters Special Situations, LLC will receive the right to nominate a director to the board of directors of the company and it intends to nominate Tyler Hollmig. The company relied and will rely on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Registration D, promulgated by the U.S. Securities and Exchange Commission, and on similar exemptions under applicable state laws. The securities are not transferrable until March 15, 2022. The company will pay documented fees and expenses of investor's legal advisor in an amount not to exceed, in the aggregate, $150,000. The company issued 9,808,418 common shares at at a price of $1.25 per share for the gross proceeds of $12,260,523 and 3,790,755 Preferred Shares at $1.25 per share for the proceeds of $4,738,444 pursuant to Regulation D.