Venus Concept Inc. Announces $22.25 Million Equity Financing
2020年3月19日 - 5:05AM
Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ:
VERO), a global medical aesthetic technology leader, today
announced that it entered into a definitive agreement for the sale
of shares of its common stock, Series A convertible preferred stock
and warrants to purchase common stock in a private placement to a
group of investors, including EW Healthcare
Partners, HealthQuest Capital and SEDCO Capital. The
private placement is expected to result in gross proceeds to the
Company of approximately $22.25 million, before deducting placement
agent fees and other offering expenses.
Pursuant to the terms of the securities purchase agreement, the
Company will issue 2,300,000 shares of common stock, 660,000 shares
of Series A convertible preferred stock, which are convertible into
6,600,000 shares of common stock, and warrants to purchase
6,675,000 shares of common stock. The Series A preferred stock will
automatically convert into common stock upon receipt of stockholder
approval. The Series A preferred stock has no voting rights. The
closing of the private placement is subject to certain conditions
and is expected to occur on or before March 20, 2020. Proceeds from
the private placement will be used for general corporate
purposes.
Stifel is acting as lead placement agent for the private
placement. BTIG is acting as co-placement agent for the private
placement.
The offer and sale of the foregoing securities are being made in
a transaction not involving a public offering and have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or applicable state securities laws, and will be
sold in a private placement pursuant to Section 4(a)(2) and/or
Regulation D of the Securities Act. The securities may not be
offered or sold in the United States absent registration or
pursuant to an exemption from the registration requirements of the
Securities Act and applicable state securities laws. The Company
has agreed to file a registration statement covering the resale of
the common stock acquired by the investors in the private
placement.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any state or jurisdiction in which
such offer or sale would be unlawful prior to the registration or
qualification under the securities laws of such state or
jurisdiction.
About Venus Concept
Venus Concept is an innovative global medical aesthetic
technology leader with a broad product portfolio of minimally
invasive and non-invasive medical aesthetic technologies and reach
in over 60 countries and 29 direct markets. Venus Concept focuses
its product sales strategy on a subscription-based business model
in North America and in its well-established direct global markets.
Venus Concept’s product portfolio consists of aesthetic device
platforms, including Venus Versa, Venus Legacy, Venus Velocity,
Venus Fiore, Venus Viva, Venus Freeze Plus and Venus Bliss. Venus
Concept’s hair restoration division includes NeoGraft, an automated
hair restoration system that facilitates the harvesting of
follicles during a follicular unit extraction surgery, or FUE,
process and the ARTAS® and ARTAS® iX Robotic Hair Restoration
Systems, which harvest follicular units directly from the scalp and
create recipient implant sites using proprietary algorithms.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking” statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934. These statements, including
expected revenue, operating results and other financial
information, and projected product launch timing, involve risks and
uncertainties that may cause results to differ materially from
those set forth in the statements. These statements are based on
current plans, estimates and projections, and therefore, you are
cautioned not to place undue reliance on them. No forward-looking
statement can be guaranteed, and actual results may differ
materially from those projected. Venus Concept undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except to the extent required by law. Forward-looking statements
are not historical facts, but rather are based on current
expectations, estimates, assumptions and projections about our
business and future financial results and the medical device
industry, and other legal, regulatory and economic developments. We
use words such as “anticipates,” “believes,” “plans,” “expects,”
“projects,” “future,” “intends,” “may,” “should,” “could,”
“estimates,” “predicts,” “potential,” “continue,” “guidance,” and
similar expressions which are intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. Actual results could differ materially
from the results contemplated by these forward-looking statements.
Material factors that could cause actual results to differ
materially from current expectations include, without limitation,
the following: the progress of the commercialization, marketing and
manufacturing capabilities for our products; the number of Venus
Concept systems that we sell; the success of the commercial launch
of Venus Bliss and NeoGraft 2.0; the timing or likelihood of
regulatory filings and approvals for products; the expected
synergies and cost savings from the merger; the expected revenue
for the company and the impact of current economic conditions as a
result of the COVID-19 pandemic. Venus Concept cannot give any
assurances that it will achieve its expectations. The foregoing
list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that
affect our business described in the “Risk Factors” included in the
Current Report on Form 8-K filed with the SEC on March 18, 2020, as
well as any reports that we may file with the SEC in the
future.
Investor Relations Contact:
Westwicke Partners on behalf of Venus Concept
Mike Piccinino, CFA
VenusConceptIR@westwicke.com
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