---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-024709"
form_type: "8-K"
ticker: null
cik: "0001409269"
company_name: "Venus Concept Inc."
filed_at: "2023-05-15T23:59:59+00:00"
generated_at: "2026-06-15T00:53:02.464076+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- Up to $9M in senior convertible preferred stock; initial tranche of $2M at $7.12 per share closed May 15, 2023.
- Preferred stock convertible into common at 1:2.6667; purchase price floats at 2x lower of closing or 5-day VWAP.
- Proceeds for working capital; Canaccord Genuity acted as exclusive placement agent for the offering.
- Company filed Certificate of Designations for Senior Preferred Stock and eliminated nonvoting preferred stock from charter.
- Investors holding 59.2% of voting power agreed to vote for removal of Nasdaq conversion limits.

## SEC filing metadata
- accession: 0001140361-23-024709
- form_type: 8-K
- cik: 0001409269
- company_name: Venus Concept Inc.
- filed_at: 2023-05-15T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 5.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1409269/000114036123024709/0001140361-23-024709-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1409269/000114036123024709/brhc20052946_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-024709
- JSON: https://secwatch.observer/filing/0001140361-23-024709.json
- Plain text: https://secwatch.observer/filing/0001140361-23-024709.txt

## Key facts
- Governance Changes
  Venus Concept Inc.: Certificate of Designations creating Senior Preferred Stock, authorizing up to 3,000,000 shares with conversion, liquidation preference, dividend, and voting rights (effective 2023-05-15).
  - Change: charter amendment
  - Effective: 2023-05-15
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1409269/000114036123024709/0001140361-23-024709-index.htm
- Governance Changes
  Venus Concept Inc.: Certificate of Elimination of Nonvoting Preferred Stock, removing the series from authorized capital and returning shares to authorized but unissued blank check preferred stock (effective 2023-05-15).
  - Change: charter amendment
  - Effective: 2023-05-15
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1409269/000114036123024709/0001140361-23-024709-index.htm
- Material Agreements
  Venus Concept Inc. entered into Stock Purchase Agreement with EW Healthcare Partners, L.P. and EW Healthcare Partners-A, L.P. (collectively, the "Investors") valued at up to $9,000,000 (effective 2023-05-15).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: EW Healthcare Partners, L.P. and EW Healthcare Partners-A, L.P. (collectively, the "Investors")
  - Value: up to $9,000,000
  - Effective: 2023-05-15
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1409269/000114036123024709/0001140361-23-024709-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.