Core Viewpoint - Venus Concept Inc. announced a 1-for-11 reverse stock split to increase the bid price of its common stock and regain compliance with Nasdaq Capital Market listing requirements [1][3]. Company Actions - The reverse stock split will be effective at 5:00 p.m. EST on March 3, 2025, with trading on a split-adjusted basis starting on March 4, 2025 [1]. - The stockholders approved the reverse stock split at a special meeting on February 14, 2025, with a ratio range from 1-for-5 to 1-for-16 [2]. Stock Adjustments - Every 11 shares of common stock will be reclassified into one new share, with adjustments made to the exercise price and number of shares for outstanding warrants and convertible securities [3]. - The reverse stock split will not affect the number of authorized shares or the par value of the common stock [4]. Fractional Shares - No fractional shares will be issued; stockholders entitled to fractional shares will receive an additional fraction to round up to the next whole share [5]. Exchange Agent - Computershare Inc. has been appointed as the exchange agent for the reverse stock split, and stockholders will not need to take further action for their positions to be adjusted [6]. Company Overview - Venus Concept is a global leader in medical aesthetic technology, offering a broad product portfolio in over 60 countries, including minimally invasive and non-invasive technologies [10].

Core Insights - Venus Concept Inc. announced significant changes to its senior leadership team as part of its ongoing transformation efforts aimed at establishing an optimal management structure for future growth and profitability [5][6]. Leadership Changes - Dr. Hemanth Varghese, President and COO, will leave the company effective March 28, 2025, to pursue other opportunities, while Bill McGrail, EVP of Technical Operations & Compliance, will retire effective February 28, 2025 [2]. - Kirk Gunhus has been appointed as Chief Revenue Officer, responsible for global sales efforts, including direct field force and distributor relationships [3]. - Ross Portaro has been appointed as EVP, Commercial Strategy and Head of Venus Hair, focusing on expanding the Venus Hair business [3]. - Melissa Kang returns as Chief Product Officer, tasked with guiding the company's product vision and innovation [4]. - Michael Mandarello will expand his role as Head of Strategy & Operations, overseeing corporate strategy and operational execution [4]. Strategic Goals - The new management structure aims to streamline decision-making processes and position the company for growth and profitability [6]. - The leadership changes reflect the company's commitment to building a capable team to support future product launches and overall business expansion [6]. Company Overview - Venus Concept is a global leader in medical aesthetic technology, offering a wide range of minimally invasive and non-invasive products across over 60 countries [7]. - The product portfolio includes various aesthetic device platforms and hair restoration systems, supported by prominent healthcare industry investors [7].

Financial Data and Key Metrics - Q3 2024 total revenue was $15 million, down $2.6 million or 15% year-over-year, driven by a 23% decrease in US revenue and flat international revenue [28] - Gross profit decreased $2.3 million or 19% to $9.9 million, with gross margin at 66.1% compared to 69.2% in Q3 2023 [34][35] - Net loss attributable to stockholders was $9.3 million or $1.28 per share, compared to $9.1 million or $1.64 per share in Q3 2023 [39] - Cash used in operations decreased 25% year-over-year to $3.1 million, with a 40% reduction over the first nine months of 2024 [41] Business Line Performance - US system sales saw cash deals increase to 76% of total system sales in Q3, up from 69% last year and 67% in the first half of 2024 [12] - Lease revenue declined 23% year-over-year in the US and 39% overall, reflecting the strategic shift towards cash system sales [12] - International sales to distributors increased nearly 60% in Q3, driven by demand from new and existing partners in APAC and EMEA [9] Market Performance - US market faced macroeconomic headwinds, including customer financing pressures, high interest rates, and tighter credit markets [11] - International markets showed signs of recovery, with sales flat year-over-year and new product registrations in key markets like Australia and India [8][10] - Strength observed in Australia, Mexico, and Hong Kong, while Canada faced similar challenges to the US due to tight credit markets [48] Strategic Initiatives and Industry Competition - Company focused on enhancing cash flow profile, reducing cash used in operations by 25% year-over-year and 40% over the first nine months of 2024 [14][41] - Debt restructuring efforts reduced total debt obligations to $34.6 million, down 25% from June 2024 and 54% from December 2023 [15][40] - New body platform targeting Q1 2025 launch in the US, with regulatory submissions completed and additional features designed to enhance workflow [26] Management Commentary on Operating Environment and Future Outlook - Management acknowledged persistent macroeconomic headwinds affecting the aesthetic capital equipment market, particularly in the US [11][19] - Optimistic outlook for 2025, with expectations of continued demand from new distribution partners and upcoming product launches [10][22] - Company expects Q4 2024 revenue of at least $17 million and targets sustained cash flow breakeven by the back end of 2025 [42][57] Other Important Information - NASDAQ granted an additional 180-day extension until April 7, 2025, to regain compliance with the minimum bid price requirement [17] - New distribution partnerships in India, Taiwan, and Colombia expected to contribute to growth, with potential for increased orders in Q4 2024 [49][53] Q&A Session Summary Question: Prime Program Revenue Mix - Company expects cash system sales to remain in the 70% to 75% range, with in-house financing accounting for 25% to 30% of total system sales [45][46] Question: New Body Platform Details - New body platform is a next-generation energy-based system, not related to the delayed AI.ME program, with a targeted US launch in Q1 2025 [47] Question: International Market Strength - Key markets showing strength include Australia, Mexico, and Hong Kong, with new distribution partnerships in India expected to drive growth [48][49] Question: Revenue Contribution from New Markets - New distributors in markets like India may take a quarter or more to start regular ordering, with potential for increased contributions in Q4 2024 and 2025 [51][53] Question: Demand Environment by Product Category - Higher-priced products, such as the Robot in the hair business, face longer selling cycles due to tight credit markets [55][56] Question: Cash Flow Outlook - Company targets sustained cash flow breakeven by the back end of 2025, with Q4 2024 expected to be a strong quarter for cash flow [57] Question: Debt Reduction Plans - Company continues to work with lender Madryn to reduce debt, with no specific target yet but a focus on maintaining a manageable debt level [59][61]

Financial Performance - As of September 30, 2024, the company reported an accumulated deficit of $300.9 million, up from $261.9 million as of December 31, 2023[185]. - Revenues for the three months ended September 30, 2024, were $15.0 million, a decrease of 14.8% compared to $17.6 million for the same period in 2023[214]. - Net loss attributable to the Company for the three months ended September 30, 2024, was $9.3 million, compared to a net loss of $9.1 million for the same period in 2023[214]. - Total revenue decreased by $2.6 million, or 14.8%, to $15.0 million for the three months ended September 30, 2024, compared to $17.6 million for the same period in 2023[257]. - Gross profit decreased by $2.3 million, or 18.6%, to $9.9 million for the three months ended September 30, 2024, compared to $12.2 million in the same period in 2023[261]. - The net loss for the nine months ended September 30, 2024, was $39.0 million, compared to a net loss of $25.9 million for the same period in 2023[312][313]. - Total revenue decreased by $9.2 million, or 15.7%, to $49.1 million for the nine months ended September 30, 2024, compared to $58.2 million for the same period in 2023[271]. Cash Flow and Liquidity - The company had cash and cash equivalents of $4.5 million as of September 30, 2024, compared to $5.4 million as of December 31, 2023[185]. - Cash used in operations for the third quarter of 2024 was $4.8 million lower, or 40%, than the same period in 2023[226]. - Cash used in operating activities during the nine months ended September 30, 2024 was $7.3 million, representing a 39.9% reduction compared to the same period in 2023[285]. - Cash provided by financing activities for the nine months ended September 30, 2024, was $6,395,000, an increase from $5,531,000 in the same period of 2023[311]. - The company anticipates that existing capital resources will support operations for at least the next 12 months, but there are no assurances regarding future capital raising[304]. Debt and Financing - The company entered into a Loan and Security Agreement on April 23, 2024, providing $2.2 million in bridge financing, with additional delayed draws of up to $3.0 million[201][202]. - Total debt obligations decreased to approximately $34.6 million as of September 30, 2024, down from approximately $74.9 million as of December 31, 2023[285]. - The company issued $26.7 million in Secured Subordinated Convertible Notes with an interest rate of 8.0% per annum, convertible at an initial price of $48.75 per share[287]. - The company executed a $50.0 million Main Street Priority Lending Program Term Loan, which was modified on October 4, 2023[289]. - The company is restricted by covenants in its loan agreements, which may limit its ability to incur additional debt[306]. Revenue Sources and Trends - Approximately 28% of the company's aesthetic system revenues were derived from internal lease programs in the nine months ended September 30, 2024[208]. - For the three and nine months ended September 30, 2024, approximately 23% and 28% of total system revenues were derived from internal financing programs, a decline from 31% and 30% in the same periods of 2023[234]. - Approximately 61% and 59% of total system revenues for the three and nine months ended September 30, 2024, were derived from traditional sales, consistent with the previous year[235]. - Distributor sales increased to approximately 16% and 13% of total system revenues for the three and nine months ended September 30, 2024, compared to 8% and 9% in 2023, reflecting a focus on international growth[239]. Operating Expenses - Adjusted EBITDA loss for the three months ended September 30, 2024, was $5.9 million, compared to a loss of $4.6 million for the same period in 2023[214]. - Selling and marketing expenses are expected to increase but at a rate slightly below revenue growth as the business environment improves[245]. - Selling and marketing expenses decreased by $2.2 million or 9.6% in the nine months ended September 30, 2024, with a percentage of total revenues increasing from 40.1% to 43.0%[276]. - General and administrative expenses decreased by $3.3 million or 10.6% in the nine months ended September 30, 2024, with a percentage of total revenues increasing from 53.1% to 56.3%[277]. - Research and development expenses decreased by $1.3 million or 20.1% in the nine months ended September 30, 2024, with a percentage of total revenues decreasing from 11.2% to 10.6%[281]. Market and Economic Conditions - The global economy has experienced extreme volatility, impacting consumer confidence and economic growth, which poses uncertainty for the company's business[186]. - The company is adapting to macroeconomic challenges, including inflation and rising interest rates, which have impacted customer financing capabilities[226]. Product Development and Strategy - The company launched the Venus Prime program in January 2024, replacing its legacy subscription program, offering competitive financing rates and technology upgrades[209]. - The company is focused on expanding its ARTAS hair restoration business and robotics offerings through the AI.ME™ platform[184]. - The company plans to introduce and commercialize new products, which may increase expenses related to sales, marketing, and research and development[308]. - The company has developed and received regulatory clearance for twelve novel aesthetic technology platforms, including ARTAS and NeoGraft systems[211]. Other Financial Metrics - The allowance for expected credit losses as of September 30, 2024, was $4.1 million, representing 16.4% of gross outstanding accounts receivable, down from 27.3% in the same period of 2023[224]. - The company recognized a $10.9 million non-cash loss due to the extinguishment of $52.1 million in principal under the MSLP Loan Agreement in May 2024[252]. - The company recorded a non-cash operating expense of $20.8 million for the nine months ended September 30, 2024[312]. - The company does not grant rights of return or early termination rights to customers under traditional sales or internal lease programs[238].

Revenue Performance - Total revenue for Q3 2024 was $15.0 million, a decrease of 15% year-over-year, and below the estimate of at least $17.0 million[2]. - Revenue from the United States decreased by 23% year-over-year, while international revenue remained relatively stable[5]. - Revenue for Q3 2024 was $15,007,000, down 14.8% from $17,616,000 in Q3 2023, while year-to-date revenue decreased from $58,222,000 in 2023 to $49,068,000 in 2024, a decline of 15.7%[17]. Profitability and Losses - Gross profit for Q3 2024 decreased by $2.3 million, or 19%, to $9.9 million, with a gross margin of 66.1% compared to 69.2% in Q3 2023[6]. - Adjusted EBITDA loss for Q3 2024 was $5.9 million, compared to an adjusted EBITDA loss of $4.6 million for Q3 2023[9]. - The net loss attributable to stockholders for Q3 2024 was $9.3 million, or $1.28 per share, compared to a net loss of $9.1 million, or $1.64 per share in Q3 2023[9]. - The net loss for Q3 2024 was $9,302,000, compared to a net loss of $8,956,000 in Q3 2023, indicating a 3.9% increase in losses year-over-year[17]. - Net loss for the nine months ended September 30, 2024, was $38,955,000, compared to a net loss of $25,900,000 for the same period in 2023, representing a 50.5% increase in losses[18]. - Adjusted EBITDA for the nine months ended September 30, 2024, was $(15,134,000), compared to $(14,337,000) for the same period in 2023, indicating a 5.6% increase in losses[21]. Operating Expenses - Operating expenses for Q3 2024 decreased by $1.9 million, or 10%, to $17.1 million, driven by reductions in general and administrative, selling and marketing, and research and development expenses[7]. - Operating expenses for Q3 2024 totaled $17,078,000, down from $18,947,000 in Q3 2023, reflecting a reduction of 9.9%[17]. Cash Flow and Liquidity - Cash used in operations for the first nine months of 2024 was $7.3 million, down 40% year-over-year[2]. - Cash and cash equivalents decreased from $5,396,000 as of December 31, 2023, to $4,489,000 as of September 30, 2024, a decline of 16.8%[16]. - Total cash and cash equivalents at the end of the period were $4,489,000, down from $4,926,000 at the end of September 30, 2023, showing a decrease of 8.9%[18]. - Cash used in operating activities for the nine months ended September 30, 2024, was $(7,259,000), an improvement from $(12,085,000) in the same period of 2023, reflecting a 40.5% reduction in cash outflow[18]. Debt and Financing - Total debt obligations decreased to approximately $34.6 million, down 25% from $46.0 million as of June 30, 2024, and down 54% from $74.9 million as of December 31, 2023[2]. - Long-term debt significantly decreased from $70,790,000 to $30,025,000, a reduction of approximately 57.6%[16]. - The company raised $3,928,000 from short-term bridge financing in 2024, with net proceeds after costs of $310,000[18]. - Finance expenses for the nine months ended September 30, 2024, were $5,785,000, compared to $4,666,000 in 2023, representing a 24% increase[21]. - The company reported a loss on debt extinguishment of $11,355,000 for the nine months ended September 30, 2024, with no comparable loss in the previous year[18]. Assets and Capital - Total assets decreased from $93,654,000 as of December 31, 2023, to $72,276,000 as of September 30, 2024, representing a decline of approximately 22.8%[16]. - Additional paid-in capital increased from $247,854,000 to $311,012,000, reflecting a growth of 25.5%[16]. - Accounts receivable decreased from $29,151,000 to $21,102,000, a reduction of 27.7%[16]. Regulatory and Compliance - The Venus Bliss MAX system received medical device licenses in Canada and clearance from the Therapeutic Goods Administration in Australia[2]. - The company is currently disputing a CRA assessment regarding the repayment of $418,000 related to the Canada Emergency Wage Subsidy Claim[22]. Other Expenses - Stock-based compensation expense for the nine months ended September 30, 2024, was $817,000, down from $1,214,000 in 2023, indicating a 32.6% decrease[21]. - The company incurred a provision for expected credit losses of $869,000 for the nine months ended September 30, 2024, compared to $1,263,000 in 2023, reflecting a 31.2% decrease[18].

Core Insights - Venus Concept Inc. is expanding its international distributor network, with new partnerships in Taiwan and Colombia, and product certifications in India [1][2][3][4] Group 1: International Expansion - The company has partnered with Index International Ltd. in Taiwan and Quirugil S.A. in Colombia to enhance its distribution capabilities [1][2] - Quirugil operates with over 109 employees and has five branches in Colombia, providing a strong local network for Venus products [2] - The partnership with Spectra Medical Systems in India has led to the certification of several products, including Venus ARTAS iX and Venus Legacy, allowing for immediate distribution in a significant market [3][4] Group 2: Strategic Vision - The CEO of Venus Concept emphasized that these developments reflect the company's ongoing efforts to evolve its commercial strategy outside the U.S. to drive future growth and profitability [4] - The new agreements are expected to leverage local expertise and networks to supply aesthetic technologies to practitioners in key markets [4] - The company aims to utilize Paragon's established distribution presence in additional Asia-Pacific countries in the future [4] Group 3: Product Portfolio - Venus Concept offers a broad range of minimally invasive and non-invasive medical aesthetic technologies, reaching over 60 countries [6] - The product portfolio includes various aesthetic device platforms and hair restoration systems, such as NeoGraft® and the ARTAS iX® Robotic Hair Restoration system [6] - The company is backed by prominent healthcare industry growth equity investors, indicating strong financial support for its expansion efforts [6]

Company Overview - Venus Concept Inc. is a global leader in medical aesthetic technology, offering a wide range of minimally invasive and non-invasive products for aesthetic and hair restoration [4] - The company operates in over 60 countries and has 12 direct markets, showcasing its extensive reach in the industry [4] - Venus Concept's product portfolio includes various aesthetic device platforms and hair restoration systems, such as NeoGraft® and the ARTAS iX® Robotic Hair Restoration system [4] Financial Results Announcement - The company will release its third quarter financial results for fiscal year 2024 before the market opens on November 13, 2024 [1] - A conference call will be held at 8:00 a.m. Eastern Time on the same day to discuss the quarterly results, including a question and answer session [2] - For those unable to attend the live call, a replay will be available for two weeks, and the webcast will be archived on the company's investor relations website [3]

TORONTO, Sept. 27, 2024 (GLOBE NEWSWIRE) -- Venus Concept Inc. ("Venus Concept" or the "Company") (NASDAQ: VERO), a global medical aesthetic technology leader, today announced that, on September 26, 2024, the Company exchanged $15.0 million of its senior debt held by affiliates of Madryn Asset Management, LP ("Madryn") for 203,583 shares of its Series Y preferred stock. Following this transaction, the Company had total debt obligations of approximately $34.6 million, down 25% from $46.0 million outstanding ...

Venus Concept (VERO) , a leader in medical aesthetic technology, is set to strengthen its international presence following the regulatory clearance from Australia's Therapeutic Goods Administration (TGA) to market its Venus Bliss MAX system. This flagship device, which integrates three innovative technologies, positions the company to capture a broader share of the aesthetic market across multiple regions. Likely Trend of VERO Stock Following the News Following the announcement, shares of the company moved ...

The Venus Bliss MAX is a 3-in-1 body shaping solution featuring three of Venus Concept's market leading technologies in one complete platform, including diode laser for Fat Reduction treatments, our proprietary (MP)2 applicator that combines Multi-Polar Radio Frequency with Pulsed Electro Magnetic Fields and advanced VariPulse™ technology for Cellulite Reduction and Skin treatments, and the Company's FlexMax EMS applicators for Muscle Toning and Conditioning. This communication contains "forward-looking sta ...