Venus Concept Inc美股招股说明书(2025-06-09版)

434,720 Shares of Common Stock We are offering 434,720 shares of our common stock, par value $0.001 per share, directly to certain institutionalinvestors pursuant to this prospectus supplement and the accompanying prospectus. The offering price of the sharesis $2.65. In a concurrent private placement, we are also selling to the investors private placement warrants to purchase869,440shares of our common stock at an exercise price of $2.65 per share. The private placement warrants and theshares of common stock issuable upon the exercise of such warrants are not being registered under the Securities Actof 1933, as amended (the “Securities Act”), are not being offered pursuant to this prospectus supplement and theaccompanying prospectus and are instead being offered pursuant to an exemption from the registration requirementsof the Securities Act under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgatedthereunder. Our common stock is listed on the Nasdaq Capital Market under the symbol “VERO.” The last reported sale pricesof our common stock on the Nasdaq Capital Market on June6, 2025 was $3.18 per share. As of June6, 2025, the aggregate market value of our outstanding common stock held by non-affiliates wasapproximately $11,622,663 based on 1,301,530 shares of common stock held by non-affiliates on such date and thelast reported sale price of our common stock on the Nasdaq Capital Market on April9, 2025 (a date within 60 days ofthe date of this prospectus supplement) of $8.93 per share. In no event will we sell securities pursuant to aRegistration Statement on Form S-3 in a public primary offering with value exceeding more than one-third of ourpublic float in any 12-month calendar period so long as our public float remains below $75million and GeneralInstruction I.B.6 of Registration Statement on Form S-3 continues to apply to us. As of the date of this prospectussupplement, we have sold $2,720,008 of securities pursuant to General Instruction I.B.6. of Registration Statementon Form S-3 during the prior 12-month calendar period that ends on, and includes, the date of this prospectussupplement (but excluding this offering). Investing in our securities involves a high degree of risk. Before buying any of our securities, you shouldcarefully read “Risk Factors” on page S-6of this prospectus supplement, on page4of the accompanyingprospectus, and under similar headings in the other documents that are incorporated by reference into thisprospectus supplement and the accompanying prospectus. We have engaged H.C. Wainwright & Co, LLC (the “Placement Agent”) to act as our exclusive Placement Agent inconnection with this offering to use its “reasonable best efforts” to place the securities offered by this prospectussupplement. We have agreed to pay the Placement Agent the fees set forth in the table below. (1)Includes a cash fee of 7.0% of the aggregate gross proceeds in this offering. In addition, we have agreed to reimburse certain expensesof the Placement Agent in connection with the offering and to issue to the Placement Agent unregistered warrants to purchase a numberof shares of common stock equal to 7.0% of the aggregate number of shares of common stock sold in this offering. See “Plan ofDistribution” for additional disclosure regarding Placement Agent’s compensation. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement and the accompanying prospectus are truthful orcomplete. Any representation to the contrary is a criminal offense. Delivery of the shares of common stock being offered pursuant to this prospectus supplement and the accompanyingprospectus is expected to be made on or about June9, 2025, subject to customary closing conditions. H.C. Wainwright & Co. The date of this prospectus supplement is June6, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUSS-1PROSPECTUS SUMMARYS-3RISK FACTORSS-6CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-9USE OF PROCEEDSS-10DILUTIONS-11DESCRIPTION OF SECURITIES WE ARE OFFERINGS-12PRIVATE PLACEMENT TRANSACTIONS-12PLAN OF DISTRIBUTIONS-13LEGAL MATTERSS-15EXPERTSS-15INCORPORATION BY REFERENCES-16WHERE YOU CAN FIND MORE INFORMATIONS-17 PROSPECTUS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS4CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS6PLAN OF DISTRIBUTION7DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF DEBT SECURITIES14DESCRIPTION OF WARRANTS21DESCRIPTION OF UNITS22FORM OF SECURITIES23LEGAL MATTERS24EXPERTS24INCORPORATION BY REFERENCE25DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICAITON FOR SECURITIES ACTLIABILITIES26WHERE YOU CAN FIND MORE INFORMATION26 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission(the “SEC”) using a “shelf” registration process and consist