Venus Concept Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, 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 25, 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
Not Applicable
(Former name or former address, if changed since last report)
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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Trading
Symbol(s)
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Name of each exchange
on which registered
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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 complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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On June 25, 2025, Venus Concept Inc. (the “Company”) held its Annual and Special Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting,
the Company’s stockholders approved the proposals listed below. The final voting results for such proposals are set forth in the following table. The proposal is described in detail in the Company’s definitive proxy statement for the Annual
Meeting, as supplemented on June 12, 2025.
1. Election of Class II Directors:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Louise Lacchin
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683,115
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5,175
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542,342
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Anthony Natale, M.D.
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680,224
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8,066
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542,342
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Stanley Tyler Hollmig, M.D.
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680,822
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7,468
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542,342
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2. Ratification of the selection of MNP LLP
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
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For
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Against
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Abstain
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1,141,927
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87,720
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985
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3. Approval of the issuance of up to 10,554,354 shares of common stock of
the Company upon conversion of the 1,159,880 shares of Series Y Convertible Preferred Stock issued by the Company on May 24, 2024, September 26, 2024 and March 31, 2025.
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For
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Against
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Abstain
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Broker Non-Votes
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678,172
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9,064
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1,054
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542,342
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4. Approval of the issuance of up to 271,819 shares of common stock of the
Company upon conversion of the 298,997 shares of Series X Convertible Preferred Stock issued by the Company on October 4, 2023 and quarterly thereafter in satisfaction of accrued interest.
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For
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Against
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Abstain
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Broker Non-Votes
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489,263
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8,802
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979
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542,342
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5. Approval of the issuance of up to 381,981 shares of common stock of the
Company upon the conversion of the 1,575,810 shares of Senior Convertible Preferred Stock issued by the Company on May 15, 2023, July 12, 2023, September 8, 2023 and October 20, 2023.
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For
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Against
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Abstain
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Broker Non-Votes
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499,417
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9,073
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1,046
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542,342
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6. Approval of the issuance of up to 64,454 shares of common stock of the
Company upon the conversion of the Secured Subordinated Convertible Notes issued by the Company on March 31, 2025.
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For
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Against
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Abstain
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Broker Non-Votes
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677,737
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9,477
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1,076
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542,342
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| Item 9.01. |
Financial Statements and Exhibits.
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Exhibit
No.
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Description
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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 26, 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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