Venus Concept Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$VERO
Medical/Dental Instruments
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 5, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (877 ) 848-8430
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On June 5, 2025, Venus Concept Inc. (the “Company”), entered into a Unit
Purchase Agreement (the "Purchase Agreement") by and among the Company, Meta Robotics LLC (“Meta”) and MHG Co., Ltd. (“Meta Healthcare Group”) pursuant to which the Company agreed to sell the Venus Hair Business (as defined below) to
Meta Healthcare Group in an all-cash transaction valued at $20 million, subject to a customary working capital adjustment (the “Transaction”).
Under the terms of the Purchase Agreement, Meta Healthcare Group will acquire Meta, a newly formed subsidiary of the Company, containing the
Company’s portfolio of hair restoration and hair transplant technologies, related equipment, services and assets, including intellectual property relating to the ARTAS and NeoGraft technologies (the “Venus Hair Business”). Additionally, Meta Healthcare Group will assume the Company’s manufacturing and research and development facility in San Jose, California, as well as the rights to manufacture NeoGraft.
Meta Healthcare Group will grant a perpetual, royalty-free, worldwide license to the Company with respect to a subset of transferred patents pursuant to a license agreement to be entered into between the parties (the “License Agreement”).
The Purchase Agreement contains customary representations, warranties and covenants
for a transaction of this type. The Company has also agreed not to solicit proposals relating to alternative business combination transactions with respect to
the Venus Hair Business, subject to certain exceptions that permit the Company’s Board of Directors to comply with its fiduciary duties.
The Transaction is expected to close in the third quarter of 2025, subject to the satisfaction or waiver of certain closing conditions, including,
without limitation: an internal reorganization of the Venus Hair Business within Meta; governmental and regulatory approvals; required consents, including those of certain customers, suppliers and those required pursuant to the Republic of Korea
foreign exchange regulation; a financial statement review; and the execution of a License Agreement.
The Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing
description of the material terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the exhibit attached hereto.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibit
No.
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Description
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Unit Purchase Agreement dated June 5, 2025 by and among Venus Concept Inc., Meta Robotics LLC and MHG Co., Ltd.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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VENUS CONCEPT INC.
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Date: June 6, 2025
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By:
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/s/ Domenic Della Penna
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Domenic Della Penna
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Chief Financial Officer
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