Venus Concept Inc 2024年度报告

For the fiscal year endedDecember 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 FOR THETRANSITION PERIOD FROM TO Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the Registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days.Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the Registrant was required to submit suchfiles).Yes☒No☐ Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ As of June 30, 2024, (the last business day of the registrant’s most recently completed second quarter), the aggregate market value of Registrant’s commonstock, par value $0.0001, held by non-affiliates of the Registrant was $3,411,271based upon the closing price of$8.613per share as reported for such date bythe Nasdaq Capital Market. Shares of the Registrant's common stock held by executive officers and directors of the Registrant and by certain stockholderswho owned 10% or more of the outstanding common stock have been excluded if such persons were deemed to be affiliates of the registrant. Thisdetermination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares of Registrant’s Common Stock outstanding as ofMarch 26, 2025was709,130. Table of Contents PART I Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem 1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures PARTIIItem5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem6.[Reserved]Item7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem7A.Quantitative and Qualitative Disclosures About Market RiskItem8.Financial Statements and Supplementary DataItem9.Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem9A.Controls and ProceduresItem9B.Other InformationItem9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PARTIIIItem10. Directors, Executive Officers, and Corporate GovernanceItem11.Executive CompensationItem12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem13.Certain Relationships and Related Transactions, and Director IndependenceItem14.Principal Accounting Fees and Services PARTIVItem15. Exhibits, Consolidated Financial Statement SchedulesItem16.Form 10-K SummarySignatures 131131138 SAFE HARBOR STATEMENT AND RISK FACTOR SUMMARY Safe Harbor Statement This Annual Report on Form 10-K (the "Annual Report") for the year ended December 31, 2024 contains“forward-lookingstatements" withinthe meaning of Section27A of the Securities Act of 1933, as amended (the “SecuritiesAct”), and Section21E of the Securities Exchange Actof 1934, as amend