Venus Concept (VERO) Concept Announces 1-for-11 Reverse Stock Split

Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, today announced that it will effect a 1-for-11 reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Stock Split”). The Reverse Stock Split will be effective at 5:00 p.m. Eastern Standard Time on March 3, 2025. The Company’s common stock is expected to begin trading on The Nasdaq Capital Market on a split-adjusted basis at the open of trading on March 4, 2025.

The Company’s stockholders previously approved the Reverse Stock Split at a special meeting of stockholders held on February 14, 2025 at a ratio ranging from 1-for-5 up to a ratio of 1-for-16, such ratio and the implementation and timing of such Reverse Stock Split is to be determined by the Company’s Board of Directors at its discretion.

The principal purpose of the Reverse Stock Split is to increase the bid price of the Company’s common stock to regain compliance with the continued listing requirements of the Nasdaq Capital Market. In connection with the Reverse Stock Split, the Company’s CUSIP number has changed to 92332W303 as of 5:00 p.m. Eastern Standard Time on March 3, 2025. The Company’s common stock will continue to trade under the symbol “VERO.”

As a result of the Reverse Stock Split, every 11 shares of the Company’s common stock issued and outstanding will be automatically reclassified into one new share of common stock. The Reverse Stock Split will not modify any rights or preferences of the shares of the Company’s common stock. Proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of outstanding warrants, and convertible or exchangeable securities, as well as to the number of shares issued and issuable under the Company’s equity incentive plans. The conversion ratio of each class of the Company’s preferred stock will also be proportionately adjusted with respect to shares of preferred stock issued and outstanding before the Reverse Stock Split.

The common stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split will not affect the number of authorized shares of common stock or the par value of the common stock, nor will it change the authorized shares of Preferred Stock or the relative voting power of such holders of the Company’s outstanding common stock and Preferred Stock.

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. Cash will not be paid for fractional shares.

Computershare Inc. has been appointed by the Company to act as its exchange agent for the Reverse Stock Split. Stockholders owning pre-split shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split and will not be required to take further action in connection with the Reverse Stock Split, subject to brokers’ particular processes. Similarly, registered stockholders holding pre-split shares of the Company's common stock electronically in book-entry form are also not required to take further action in connection with the Reverse Stock Split.

Additional information about the Reverse Stock Split can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on January 10, 2025, which is available free of charge at the SEC’s website, www.sec.gov/edgar, and on the Company’s website at ir.venusconcept.com.

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