Venus Concept Inc. announced that it has entered into stock purchase agreement for a non-brokered private placement 3,185,000 voting convertible preferred stock of par value, $0.0001 at a price of $2 per share for gross proceeds of $6,370,000 and 1,750,000 common stocks of par value, $0.0001 at a price of $0.20 per share for gross proceeds of $350,000 for aggregate gross proceeds of $6,720,000 million on November 18, 2022. Each preferred share is convertible into 10 common shares at the option of the holder or at the option of the Company within 30 days following the earlier of (a) the 30-trading day VWAP of the Common Shares exceeding $1.25 or the company reporting two consecutive fiscal quarters of positive free cash flow. The transaction included participation from Preferred Shares portion of the financing was led by existing investors Ew Healthcare Partners L.P. and EW Healthcare Partners-A, L.P. a fund managed by Essex Woodlands Management, Inc., Marlin Fund, Limited Partnership, Marlin Fund II, LP, Marlin Fund III, Limited Partnership, Marlin Master Fund Offshore II LP a fund managed by Masters Capital Management, L.L.C., MSS VC SPV LP, a fund managed by Masters Special Situations, LLC and its affiliates, and Healthquest Partners II, L.P., a fund managed by HealthQuest Capital for 335,000 shares and the common shares portion of the financing was led by Rajiv De Silva, Chief Executive Officer of company, Hemanth Varghese, President & Chief Business Officer of the company, and S. Tyler Hollmig, an independent director of the company.

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.