Venus Concept enters $9M multi-tranche senior convertible preferred stock agreement with EW Healthcare Partners

On May 15, 2023, the Company filed with the Delaware Secretary of State a Certificate of Designations of with respect to the Senior Preferred Stock (the “ Certificate of Designations ”), thereby creating the Senior Preferred Stock. The Certificate of Designations authorizes the issuance of up to 3,000,000 shares of Senior Preferred Stock. The Senior Preferred Stock is convertible into shares of Common Stock on a 1-for-2.6667 basis at the option of (a) the Investors at any time or (b) the Company within 30 days following the date on which the 30-day volume-weighted average price of the Common Stock exceeds the product of (i) the Purchase Price for the shares of Senior Preferred Stock sought to be converted, multiplied by (ii) 2.75.

On May 15, 2023, the Company filed with the Delaware Secretary of State a Certificate of Elimination (the Certificate of Elimination ”) with respect to the Company’s nonvoting convertible preferred stock (the “ Nonvoting Preferred Stock ”). All shares of Nonvoting Preferred Stock were previously converted into Common Stock, and thus no such shares are outstanding, nor will any such shares be issued in the future. Accordingly, the Company filed the Certificate of Elimination to eliminate the Nonvoting Preferred Stock from the Company’s authorized capital, thereby returning such shares to the status of authorized but unissued shares of “blank check” preferred stock of the Company.

On May 15, 2023, Venus Concept Inc. (the “ Company ”) entered into a stock purchase agreement (the “ Stock Purchase Agreement ”) with EW Healthcare Partners, L.P. and EW Healthcare Partners-A, L.P. (collectively, the “ Investors ”).