Venus Concept Inc. 美股招股说明书（2025年6月9日版）

434,720 Shares of Common Stock We are offering 434,720 shares of our common stock, par value $0.001 per share, directly to certain institutionalinvestors pursuant to this prospectus supplement and the accompanying prospectus. The offering price of the shares In a concurrent private placement, we are also selling to the investors private placement warrants to purchase869,440shares of our common stock at an exercise price of $2.65 per share. The private placement warrants and theshares of common stock issuable upon the exercise of such warrants are not being registered under the Securities Actof 1933, as amended (the “Securities Act”), are not being offered pursuant to this prospectus supplement and the Our common stock is listed on the Nasdaq Capital Market under the symbol “VERO.” The last reported sale pricesof our common stock on the Nasdaq Capital Market on June6, 2025 was $3.18 per share. As of June6, 2025, the aggregate market value of our outstanding common stock held by non-affiliates wasapproximately $11,622,663 based on 1,301,530 shares of common stock held by non-affiliates on such date and thelast reported sale price of our common stock on the Nasdaq Capital Market on April9, 2025 (a date within 60 days ofthe date of this prospectus supplement) of $8.93 per share. In no event will we sell securities pursuant to aRegistration Statement on Form S-3 in a public primary offering with value exceeding more than one-third of ourpublic float in any 12-month calendar period so long as our public float remains below $75million and GeneralInstruction I.B.6 of Registration Statement on Form S-3 continues to apply to us. As of the date of this prospectus Investing in our securities involves a high degree of risk. Before buying any of our securities, you shouldcarefully read “Risk Factors” on page S-6of this prospectus supplement, on page4of the accompanyingprospectus, and under similar headings in the other documents that are incorporated by reference into this We have engaged H.C. Wainwright & Co, LLC (the “Placement Agent”) to act as our exclusive Placement Agent inconnection with this offering to use its “reasonable best efforts” to place the securities offered by this prospectus (1)Includes a cash fee of 7.0% of the aggregate gross proceeds in this offering. In addition, we have agreed to reimburse certain expensesof the Placement Agent in connection with the offering and to issue to the Placement Agent unregistered warrants to purchase a numberof shares of common stock equal to 7.0% of the aggregate number of shares of common stock sold in this offering. See “Plan of Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement and the accompanying prospectus are truthful or Delivery of the shares of common stock being offered pursuant to this prospectus supplement and the accompanyingprospectus is expected to be made on or about June9, 2025, subject to customary closing conditions. H.C. Wainwright & Co. The date of this prospectus supplement is June6, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission(the “SEC”) using a “shelf” registration process and consists of two parts. The first part is this prospectussupplement, which describes the specific terms of this offering. The second part, the accompanying base prospectus,gives more general information, some of which may not apply to this offering. Generally, when we refer only to the This prospectus supplement may add, update or change information contained in the accompanying prospectus andthe documents incorporated by reference into this prospectus supplement and accompanying prospectus. Ifinformation in this prospectus supplement is inconsistent with the accompanying base prospectus or with anydocument incorporated by reference that was filed with the SEC before the date of this prospectus supplement, youshould rely on this prospectus supplement; provided, however, that if any statement in one of these documents isinconsistent with a statement in another document having a later date (for example, a document incorporated byreference in the accompanying prospectus), the statement in the document having the later date modifies orsupersedes the earlier statement. The information contained in this prospectus supplement or the accompanying You should rely only on the information contained or incorporated by reference in this prospectus supplement, theaccompanying prospectus and in any free writing prospectuses we may provide to you in connection with thisoffering. Neither we nor the Placement Agent has authorized any other person to provide you with any informationthat is different. If anyone provides you with different or inconsistent information, you should not rely on it. We andth