As filed with the Securities and Exchange Commission on ~~October 15, 2021~~July 14, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Venus Concept Inc.

(Exact name of Registrant as specified in its charter)

Delaware			3841			06-1681204
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

235 Yorkland Blvd, Suite 900

Toronto, Ontario M2J 4Y8

(877) 848-8430

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Michael Mandarello

General Counsel and Corporate Secretary

Venus Concept Inc.

235 Yorkland Blvd., Suite 900

Toronto, Ontario M2J 4Y8

(877) 848-8430

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Richard Raymer

Dorsey & Whitney LLP

TD Canada Trust Tower

Brookfield Place 161 Bay Street, Suite 4310

Toronto, ON M5J 2S1, Canada

416-367-7388

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of Securities Act. ☐

~~CALCULATION OF REGISTRATION FEE~~

Title of Each Class of Securities to be Registered

Amount to be
Registered^(1)(2)(3)

Proposed Maximum
Offering Price^(1)(2)(3)

Amount of
Registration Fee⁽⁴⁾⁽⁵⁾
Common Stock

Preferred Stock

Debt Securities

Warrants

Units

Total

$55,047,990.59

$55,047,990.59

$0.00

~~(1)~~

~~Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3 under the Securities Act.~~

~~(2)~~

Being registered pursuant to this registration statement are an indeterminate number of securities as may be issued from time to time at indeterminate prices. The common stock to be issued hereby may include (a) the issuance and sale by us of up to $22,610,490.59 in shares of our common stock to Lincoln Park Capital Fund, LLC from time to time pursuant to a purchase agreement, dated as of June 16, 2020, in addition to the resale of such shares by Lincoln Park Capital, LLC to the public, and (b) the issuance of up to 5,263,800 shares of common stock issuable pursuant to the exercise of outstanding warrants at a current exercise price of $2.50 per share. In no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement exceed $55,047,990.59.

~~(3)~~

In addition to the securities that may be issued directly under this registration statement, being registered on this registration statement are an indeterminate number of shares of common stock or preferred stock as may be issued from time to time upon conversion, exercise or exchange of the securities issued directly under this registration statement, including pursuant to any anti-dilution adjustments with respect to any such convertible, exercisable or exchangeable securities. This registration statement is also deemed to include rights to acquire common stock or preferred stock under any shareholder rights plan then in effect, if applicable under the terms of any such plan. In addition, pursuant to Rule 416 under the Securities Act, this registration statement is hereby deemed to include such indeterminate number of shares of common stock and preferred stock as may be issuable as a result of stock splits, stock dividends, or similar transactions.

~~(4)~~

~~The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act.~~

~~(5)~~

Pursuant to Rule 415(a)(6) under the Securities Act, this registration statement includes a total of $55,047,990.59 of unsold securities that previously had been registered on registration statement No. 333-228562, which was declared effective on December 10, 2018, which we refer to as the “Prior Registration Statement.” The Prior Registration Statement registered securities for a maximum aggregate offering price of $100,000,000, and of that amount the registrant has previously sold common stock and warrants for an aggregate offering price of $44,952,009.41, leaving a balance of unsold securities with an aggregate offering price of $55,047,990.59. The registrant previously paid a registration fee of $6,671.70 for such unsold securities, which registration fee will continue to be applied to such unsold securities, as registered on this registration statement. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of unsold securities on the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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~~EXPLANATORY NOTE~~

We are filing this registration statement with the Securities and Exchange Commission, or the “SEC,” using a “shelf” registration process. Under this shelf registration process, we may from time to time sell the securities described in this prospectus in one or more offerings for an aggregate offering price of up to $55,047,990.59.

We currently have an existing shelf registration statement on Form S-3, File No. 333-228562, which was declared effective on December 10, 2018, which we refer to as the “Prior Registration Statement.” The Prior Registration Statement registers the issuance and sale by us of, among other securities, up to $31,000,000 in shares of our common stock to Lincoln Park Capital Fund, LLC, or “Lincoln Park,” from time to time pursuant to a purchase agreement, dated as of June 16, 2020, in addition to the resale of such shares by Lincoln Park to the public, of which $22,610,490.59 of such shares have yet to be issued and sold by us to Lincoln Park. Additionally, the Prior Registration Statement registers the issuance of up to 5,625,000 shares of our common stock upon the exercise of warrants, of which 5,263,800 shares remain issuable pursuant to warrants that are outstanding and unexercised. The Prior Registration Statement expires on December 9, 2021 pursuant to Rule 415(a)(5) under the Securities Act. This registration statement will allow us to ensure that, following the expiration of the Prior Registration Statement, an effective registration statement will cover (a) the issuance and sale to Lincoln Park, and resale by Lincoln Park, of such shares of common stock and (b) the exercise of such outstanding warrants.

~~Accordingly, this registration statement contains:~~

a base prospectus which covers the potential future offering, issuance and sale of such indeterminate number of shares of common stock, shares of preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, and units, which together shall have an aggregate initial offering price not to exceed $55,047,990.59;

a “purchase agreement prospectus supplement” covering the offering, issuance and sale of shares of our common stock with an aggregate offering price of up to $22,610,490.59 that may be issued and sold under the purchase agreement we entered into with Lincoln Park on June 16, 2020; and

a “warrant exercise offering prospectus supplement” covering the offering, issuance and sale of up to an aggregate of 5,263,800 shares of our common stock pursuant to the exercise of warrants that are outstanding and unexercised.

The base prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus will be specified in a prospectus supplement to the base prospectus. The purchase agreement prospectus supplement immediately follows the base prospectus. The shares of common stock that may be offered, issued and sold under the purchase agreement prospectus supplement is included in the $55,047,990.59 of securities that may be offered, issued and sold under the base prospectus. If the purchase agreement is terminated or expires, however, any portion of the shares of common stock included in the purchase agreement prospectus supplement not sold pursuant to the purchase agreement will be available for sale in other offerings pursuant to the base prospectus. The warrant exercise offering prospectus supplement immediately follows the purchase agreement prospectus supplement.

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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated ~~October 15, 2021~~July 14, 2023

PROSPECTUS

~~Venus Concept Inc.~~

~~$55,047,990.59~~2,082,426 Shares

of Common Stock

~~Preferred Stock~~

~~Debt Securities~~

~~Warrants~~

~~Units~~

~~We may offer and sell up~~This prospectus relates to ~~$55,047,990.59 in~~ the ~~aggregate of the securities identified above~~resale, from time to time, ~~in one or more offerings. This prospectus provides you with a general description of~~by the ~~securities.~~

Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities offered. Any prospectus supplement may also add, update or change information containedselling stockholders identified in this prospectus ~~with respect~~under “Selling Stockholders,” of up to ~~the applicable offering. You should carefully read~~2,082,426 shares of our common stock, $0.0001 par value per share, issuable upon conversion of outstanding shares of our senior convertible preferred stock, $0.0001 par value per share.

We are not selling any securities under this prospectus, and we will not receive any proceeds from the ~~applicable prospectus supplement, if any, before you invest in any~~sale of shares of our ~~securities.~~

Wecommon stock by the selling stockholders under this prospectus. The selling stockholders will bear all brokerage commissions and similar expenses attributable to the sale of shares under this prospectus, and we will bear all costs, expenses and fees in connection with the registration of such shares. The selling stockholders may ~~offer and~~ sell the ~~securities~~shares of our common stock offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this ~~prospectus and any prospectus supplement~~prospectus. Such shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement.at negotiated prices. See ~~the sections of this prospectus entitled “About this Prospectus” and~~ “Plan of Distribution” ~~for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.~~

~~Investing in our securities involves risk. See “Risk Factors”~~beginning on page 311 ~~of this prospectus and any similar section contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities.~~.

Our common stock is listed on the Nasdaq ~~Global~~Capital Market under the symbol ~~“VERO.”~~VERO. On ~~October 12, 2021,~~July 10, 2023, the last reported sale price of our common stock on the Nasdaq ~~Global~~Capital Market was $2.06 per share.

Investing in our securities involves risk. See “Risk Factors” beginning on page 5 of this prospectus and any similar sections contained in the documents incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is ~~, 2021.~~July 14, 2023.

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ABOUT THIS PROSPECTUS

This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under “Selling Stockholders” beginning on page 8, of up to 2,082,426 shares of our common stock, $0.0001 par value per share, referred to herein as our “common stock,” issuable upon conversion of outstanding shares of our senior convertible preferred stock, $0.0001 par value per share, referred to herein as our “senior preferred stock.” We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of shares of our common stock by the selling stockholders under this prospectus.

This prospectus is part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission, referred to herein as the “SEC ~~using a “shelf”~~.” This prospectus omits some of the information contained in the registration ~~process. Under this shelf~~statement, and we refer you to the full registration ~~process, we may from time to time sell~~statement for further information about us and the securities ~~described~~being offered by the selling stockholders under this prospectus. Before making an investment decision, you should read, in addition to this prospectus and the registration statement, any documents that we incorporate by reference in this prospectus, ~~in one or more offerings for an aggregate offering price~~as referred to under “Incorporation of ~~up to $55,047,990.59.~~

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide one or more prospectus supplements that will contain specific information about the offeringDocuments By Reference” beginning on page 15, and the ~~amounts, prices and terms of the securities offered. Any prospectus supplement may also add, update or change~~ information contained in this prospectus with respect to the applicable offering. You should read both this prospectus, the accompanying prospectus supplement and any free writing prospectus prepared by or on behalf of us, together with the additional information described in this prospectus under ~~the headings “Incorporation by Reference” and~~ “Where You Can Find More ~~Information.”~~

Information” beginning on page 16. Any statement contained in the prospectus concerning the provisions of any document filed as an exhibit to the registration statement or otherwise filed with the SEC is not necessarily complete, and in each instance reference is made to the copy of the document filed. You should ~~rely only on~~review the complete document to evaluate these statements. Further, you should not assume that the information in this prospectus or any documents incorporated by reference herein is accurate as of any date other than the date of each document. Our business, financial condition, results of operations or prospects may have changed since those dates.

Neither we nor the selling stockholders have authorized any other person to provide you with any information or to make any representations, other than those contained in this prospectus or incorporated by reference in this prospectus. If anyone provides you with additional, different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

The representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

This prospectus and the documents incorporated by reference herein contain market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information, and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus ~~any accompanying prospectus supplement or in any related free writing prospectus filed by us with~~may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the SEC. We have not authorized anyone to provide you with different information. We take no responsibility for, and can provide no assurance as to the reliability of any other information that others may give you. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities describedheading “Risk Factors” contained in this prospectus ~~or such accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities~~and under similar headings in ~~any circumstances in which such offer or solicitation is unlawful. We~~other documents that are not making offers to sell the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates.herein. Accordingly, you should not place undue reliance on this information.

When we refer to ~~“Venus~~“Venus Concept,” ~~“we,~~“we,” ~~“our,~~“our,” ~~“us”~~“us” and the ~~“Company”~~“Company” in this prospectus, we mean Venus Concept Inc. and its consolidated subsidiaries, taken as a whole, unless otherwise specified. When we refer to ~~“you,~~“you,” we mean the potential ~~holders~~purchasers of the ~~applicable series of securities.~~securities offered by this prospectus.

Venus ~~Viva~~^®Viva®, Venus ~~Legacy~~^®Viva® MD, Venus Legacy®, Venus ~~Concept~~^®Concept®, Venus ~~Versa~~^®Versa®, Venus ~~Fiore~~^®~~, NanoFractional RF~~^®~~, Delivering the Promise~~^®Fiore®, Venus ~~Freeze~~^®~~, (MP)2~~^®~~, Neograft~~^®Freedom™, Venus ~~Concept (logo)~~^®Bliss™, Venus Bliss Max™, NeoGraft®, Venus Glow™, ~~Venus Glow (logo)™~~ARTAS®, ~~RP3™, NanoFractional with Smart Scan Technology (logo)™~~ARTAS iX®, and ~~Venus Bliss ™ are trademarks of Venus Concept Ltd. and Restoration Robotics~~^®AI.ME™, ~~ARTAS~~^®~~, and Restoration Robotics’ (logo)™~~ are trademarks of the Company ~~in the United States. Other third-party logos~~ and ~~product/~~its subsidiaries. Our logo and our other trade names, trademarks and service marks appearing in this document are ~~registered trademarks or~~our property. Other trade names, trademarks and service marks appearing in this document are the property of their respective ~~companies.~~owners. Solely for convenience, our trademarks and trade names referred to in this document appear without the TM or the ® symbol, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the rights of the applicable licensor to these trademarks and trade names.

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~~ABOUT VENUS CONCEPT~~PROSPECTUS SUMMARY

This summary highlights information contained in other parts of this prospectus and in the documents we incorporate by reference. Because it is only a summary, it does not contain all of the information that you should consider before investing in our common stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere or incorporated by reference in this prospectus. You should read all such documents carefully, especially the risk factors and our consolidated financial statements and the related notes included or incorporated by reference in this prospectus, before deciding to buy shares of our common stock.

Overview

We are an innovative global medical ~~aesthetic~~ technology ~~leader with a broad product portfolio of~~company that develops, commercializes and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and ~~reach~~related services. Our systems have been designed on cost-effective, proprietary and flexible platforms that enable us to expand beyond the aesthetic industry’s traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. A substantial majority of our systems delivered in ~~over 60 countries~~North America are in non-traditional markets. As we grow our ARTAS hair restoration business and ~~19 direct markets.~~ expand robotics offerings through the AI.ME™ platform we expect our penetration into the core practices of dermatology and plastic surgery to increase.

We ~~focus~~derive revenue from the sale of products and services. Product revenue includes revenue from the following:

the sale, including traditional sales and subscription-based sales, of systems, inclusive of the main console and applicators/handpieces (referred to as system revenue);

marketing supplies and kits;

consumables and disposables;

service revenue; and

replacement applicators/handpieces.

Service revenue includes revenue derived from our ~~product~~extended warranty service contracts provided to our existing customers.

Systems are sold through traditional sales ~~strategy~~contracts directly, through our subscription model and through distributors. In the third quarter of 2022, we commenced an initiative to reduce our reliance on asystem sales sold under subscription agreements in the United States. This strategic shift is designed to improve cash generation and reduce our exposure to defaults and increased bad debt expense given the increasingly challenging economic environment caused by the coexistence of high inflation and high interest rates.

We generate revenue under our subscription-based business model and from traditional system sales, which is available in North America and in targeted international markets in which we operate directly. We currently do not offer the ARTAS iX system under the subscription model.

Our subscription model includes an up-front fee and a monthly payment schedule, typically over a period of 36 months, with approximately 40% to 45% of total contract payments collected in the first year. To ensure that each monthly payment is made on time and that the customer’s system is serviced in accordance with the terms of the warranty, every product purchased under a subscription agreement requires a monthly activation code, which we provide to the customer upon receipt of the monthly payment. These recurring monthly payments provide our ~~well-established direct global markets. Our product portfolio consists~~customers with enhanced financial transparency and predictability. If economic circumstances are appropriate, we provide customers in good standing with the opportunity to “upgrade” into our newest available or alternative Venus Concept technology throughout the subscription period. This structure can provide greater flexibility than traditional equipment leases secured through financing companies. We work closely with our customers to provide business recommendations that improve the quality of service outcomes, build patient traffic and improve financial returns for the customer’s business.

We have developed and received regulatory clearance for twelve novel aesthetic ~~device~~technology platforms, including our ARTAS and NeoGraft systems. We believe our ARTAS and NeoGraft systems are complementary and give us a hair restoration product offering that can serve a broad segment of the market. Our medical aesthetic technology platforms have received regulatory clearance for a variety of indications, including treatment of facial

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wrinkles in certain skin types, temporary reduction of appearance of cellulite, non-invasive fat reduction (lipolysis) in the abdomen and flanks for certain body types and relief of minor muscle aches and pains in jurisdictions around the world. In addition, our technology pipeline is focused on the development of robotically assisted minimally invasive solutions for aesthetic procedures that are primarily treated by surgical intervention, including the AI.ME platform for which we received FDA 510(k) clearance for fractional skin resurfacing in December 2022.

In the United States, we have obtained 510(k) clearance from the FDA for our Venus Viva, Venus Viva MD, Venus Legacy, Venus Versa, Venus ~~Legacy, Venus~~ Velocity, ~~Venus Fiore, Venus Viva, Venus Freeze Plus, Venus Glow,~~ Venus Bliss, Venus Bliss Max, Venus Epileve, ~~and~~ Venus ~~Viva MD. Our hair restoration systems include NeoGraft~~^®~~, an automated hair restoration system that facilitates the harvesting of follicles during a FUE process, and the~~Fiore, ARTAS,^® ~~and~~ ARTAS iX^® ~~Robotic Hair Restoration systems,~~ and AI.ME systems. Outside the United States, we market our technologies in over 60 countries across Europe, the Middle East, Africa, Asia-Pacific and Latin America. Because each country has its own regulatory scheme and clearance process, not every device is cleared or authorized for the same indications in each market in which ~~harvest follicular units~~a particular system is marketed.

As of the date of this prospectus, we operate directly ~~from~~in 14 international markets through our 11 direct offices in the ~~scalp~~United States, Canada, United Kingdom, Japan, Mexico, Spain, Germany, Australia, China, Hong Kong, and ~~create recipient implant sites using proprietary algorithms. We are backed by leading healthcare industry growth equity investors including~~Israel.

Multi-Tranche Private Placement

On May 15, 2023, we entered into a stock purchase agreement, as subsequently amended on July 6, 2023, referred to herein as the “Stock Purchase Agreement,” with EW Healthcare Partners, ~~(formerly Essex Woodlands)~~L.P. and EW Healthcare Partners-A, L.P., ~~HealthQuest Capital, Longitude Capital Management,~~collectively referred to herein as the “Investors.” Under the Stock Purchase Agreement, we may issue and ~~Aperture Venture Partners.~~sell to the Investors up to $9,000,000 in shares of our senior preferred stock, in multiple tranches from time to time until December 31, 2025, subject to a minimum purchase amount of $500,000 in each tranche, referred to herein as the “Private Placement.” Sales of senior preferred stock in the Private Placement are purely discretionary and must be approved by both the Company and the Investors.

The initial sale in the Private Placement occurred on May 15, 2023, under which we sold to the Investors an aggregate of 280,899 shares of senior preferred stock for an aggregate purchase price of $2,000,000. The second sale in the Private Placement occurred on July 12, 2023, under which we sold to the Investors an aggregate of 500,000 shares of senior preferred stock for an aggregate purchase price of $2,000,000. We have used, and will continue to use, the net proceeds from the Private Placement, after the payment of transaction expenses, for general working capital purposes.

See “Selling Stockholders – Description of Private Placement” beginning on page 8.

Risk Factors

Our operations and financial results are ~~an “emerging growth company,”~~subject to various risk and uncertainties. Before deciding to invest in our securities, you should carefully consider the factors described under “Risk Factors” beginning on page 5 of this prospectus, as ~~defined~~well as the other information included elsewhere in ~~Section 2(a)~~this prospectus, and the risk factors described under “Part I, Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and in any subsequently-filed Quarterly Reports on Form 10-Q, and those contained in our other filings with the SEC that are incorporated by reference in this prospectus. Any of the ~~Securities Act~~foregoing risk factors could adversely affect our business, results of ~~1933, as amended, which~~operations, financial condition and prospects. Additional risks and uncertainties not presently known to us or that we ~~refer to as the “Securities Act,” and as modified by the Jumpstart Our Business Startups Act of 2012. We are~~currently deem immaterial may also a “smaller reporting company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act.” As such, we are eligible to take advantage of certain exemptions, such as from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and certain reduced or scaled disclosure requirements.adversely affect our business operations.

Corporate Information

We were founded on November 22, 2002 as a Delaware corporation under the name Restoration Robotics, Inc. We changed our corporate name to Venus Concept Inc. on November 7, 2019. Our principal executive offices are located at 235 Yorkland Blvd., Suite 900, Toronto, Ontario M2J 4Y8 and our telephone number is (877) 848-8430. Our website address is https://www.venusconcept.com/en-us/. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus. We have included our website address as an inactive textual reference only.

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THE OFFERING

Common Stock Offered by the Selling Stockholders

Up to 2,082,426 shares of our common stock issuable upon conversion of outstanding shares of our senior preferred stock.

Terms of this Offering

The selling stockholders may sell the shares of our common stock offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus. Such shares may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price or at negotiated prices. See “Plan of Distribution” beginning on page 11.

Use of Proceeds

We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of shares of our common stock by the selling stockholders under this prospectus. All proceeds from the sale of shares of our common stock offered by this prospectus will be for the account of the selling stockholders.

Registration Rights

We have filed the registration statement on Form S-3, of which this prospectus forms a part, to satisfy registration rights we granted to the selling stockholders in the Private Placement.

Nasdaq Capital Market Symbol

VERO

Risk Factors

Investing in our securities involves a high degree of risk and purchasers of our common stock may lose their entire investment. See the information contained in or incorporated by reference under “Risk Factors” beginning on page 5 of this prospectus, and in the documents incorporated by reference into this prospectus, before deciding to invest in our securities.

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RISK FACTORS

Investing in our securities involves significant risks. Please see the risk factors discussed below, as well as the risk factors under the heading “Item 1A – Risk Factors” in our most recent Annual Report on Form 10-K and in any subsequently-filed Quarterly Reports on Form 10-Q, in addition to those contained in our other filings with the SEC that are incorporated by reference in this ~~prospectus and any accompanying prospectus supplement.~~prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this ~~prospectus and any prospectus supplement.~~prospectus. These risks could materially affect our business, financial condition or results of operations and cause the value of our securities to decline. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.

We may be unable to maintain the listing of our common stock on the Nasdaq Capital Market, which could adversely affect our liquidity, as well as the trading volume and market price of our common stock.

On May 31, 2023, we received a notice from the Listing Qualifications Department of the Nasdaq Stock Market, or “Nasdaq,” stating that our stockholders’ equity, as reported in our Form 10-Q for the period ended March 31, 2023, was below the minimum $2,500,000 amount required for continued listing of our common stock on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), referred to herein as the “Minimum Equity Requirement.”

The notice from Nasdaq has no immediate effect on the listing of our common stock. In accordance with the Nasdaq Listing Rules, we have 45 calendar days to submit a plan to regain compliance with the Minimum Equity Requirement. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from May 31, 2023 for us to regain compliance. We intend to submit a plan to regain compliance with Minimum Equity Requirement, and more generally, to take all reasonable measures available to remain listed on the Nasdaq Capital Market. However, if we are unable to regain compliance within the time period afforded by Nasdaq, Nasdaq will seek to delist our common stock.

Any delisting determination by Nasdaq could decrease or eliminate the value of an investment in our common stock (as well as other securities linked to our common stock). While a listing on an over-the-counter inter-dealer quotation system, referred to herein as the “OTC,” could maintain some degree of a market in our common stock, we could nevertheless suffer substantial adverse consequences from a delisting. These consequences may include reduced liquidity with respect to, and decreased trading prices of, our common stock; limited availability for market quotations for our common stock; a determination that our common stock is a “penny stock” under SEC rules, subjecting brokers trading our common stock to more stringent rules on disclosure and the class of investors to which the broker may sell the common stock; limited news and analyst coverage of our Company; reduced ability to issue additional securities or obtain additional financing in the future; and potential breaches under, or terminations of, certain of our material agreements. Additionally, institutional investors are usually prohibited from investing in OTC stocks, and it might be more challenging to raise capital when needed. The perception among investors that we are at heightened risk for delisting could also negatively affect the trading price and trading volume of our common stock.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, and the documents incorporated by reference into this prospectus, contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, referred to herein as the “Securities Act,” and Section 21E of the Securities Exchange ~~Act.~~Act of 1934, as amended, referred to herein as the “Exchange Act.” Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. In some cases, you can identify these statements by words such as such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements include, but are not limited to, statements about:

our dependency on the ~~expected synergies~~subscription-based model, which exposes us to the credit risk of our customers over the life of each subscription agreement;

our customers’ failure to make payments under their subscription agreements;

our need to obtain, maintain and ~~cost savings from~~enforce our ~~merger with Venus Concept Ltd.;~~intellectual property rights;

the ~~anticipated savings from~~extensive governmental regulation and oversight in the countries in which we operate and our ~~restructuring program;~~

~~our financial performance;~~ability to comply with the applicable requirements;

the ~~continued growth in demand for~~possibility that our systems may cause or contribute to adverse medical events that could harm our reputation, business, financial condition and ~~other products;~~results of operations;

~~our commercialization, marketing, distribution and manufacturing capabilities, plans and prospects;~~

~~the timing or likelihood of regulatory filings and approvals for our systems and other products;~~

~~the scope and timing~~a significant portion of our ~~investment~~operations are located in ~~our commercial infrastructure~~Israel and ~~sale-force;~~

~~our expectations regarding the potential market size and the size of the patient populations for our systems and procedures;~~

~~the implementation of~~therefore our business, ~~model~~financial condition and ~~strategic plans for our business~~results of operations may be adversely affected by political, economic and ~~technology;~~

~~the scope of protection we are able to establish and maintain for intellectual property rights covering our systems;~~military conditions there;

our ability to ~~implement additional infrastructure and internal systems;~~come into compliance with the listing requirements of the Nasdaq Capital Market;

the ~~research and development activities we intend to undertake in order to expand the approved indications of use for our existing products and new products;~~

~~the outcome of legal proceedings and investigations related to our business;~~

~~estimates~~volatility of our ~~expenses, future revenue~~stock price;

our dependency on one major contract manufacturer in Israel exposes us to supply disruptions should that facility be subject to a strike, shutdown, fire flood or other natural disaster;

our reliance on the expertise and ~~capital requirements;~~retention of management;

our ability to ~~raise additional capital;~~access the capital markets and/or obtain credit on favorable terms;

~~developments~~inflation, currency fluctuations and ~~projections relating~~currency exchange rates;

global supply disruptions;

global economic and political conditions and uncertainties, including but not limited to ~~our competitors and our industry, including competing technologies;~~the Russia-Ukraine conflict; and

~~general economic conditions, including~~ the ~~global economic impact~~expected timing, proceeds and other details with respect to future sales of senior preferred stock, if any, in the Private Placement.

Management believes the risks and impacts of the COVID-19 ~~pandemic.~~pandemic on our business appear to have largely subsided, but we continue to closely monitor all COVID-19 developments including its impact on our customers, employees, suppliers, vendors, business partners, and distribution channels.

~~These~~The above-described forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business and the industry in which we operate and management’s beliefs and assumptions and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. As a result, any or all of the forward-looking statements in this prospectus and the documents incorporated by reference in this prospectus may turn out to be inaccurate.

Factors which we currently believe could have a material adverse effect on our business operations and financial performance and condition include, but are not limited to, those risks and uncertainties described under “Item 1A – Risk Factors” in our most recent Annual Report on Form 10-K ~~under the heading “Item 1A – Risk Factors”~~and in ~~our most recent Annual Report~~any subsequently-filed Quarterly Reports on Form ~~10-K,~~10-Q, and those contained in our other filings with the SEC that are incorporated by reference in this prospectus and any accompanying prospectus supplement. Many of these risks and uncertainties are currently amplified by and may continue to be amplified by the COVID-19 pandemic and the impact of varying governmental responses that affect our customers and the economies where we operate.prospectus. You are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are based on information available to us as of the date of this prospectus and the date of any document incorporated by reference, as applicable. Unless required by law, we do not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise.

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USE OF PROCEEDS

We ~~intend~~are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of shares of our common stock by the selling stockholders under this prospectus. All proceeds from the sale of shares of our common stock offered by this prospectus will be for the account of the selling stockholders. The selling stockholders will bear all brokerage commissions and similar expenses attributable to the sale of shares under this prospectus, and we will bear all costs, expenses and fees in connection with the registration of such shares.

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SELLING STOCKHOLDERS

This prospectus covers an aggregate of up to 2,082,426 shares of our common stock issuable upon conversion of outstanding shares of our senior preferred stock, which shares of common stock may be sold or otherwise disposed of by the selling stockholders.

The below table sets forth certain information with respect to each selling stockholder, including (a) the shares of our common stock beneficially owned by such selling stockholder prior to this offering, (b) the number of shares of our common stock being offered by such selling stockholder pursuant to this prospectus and (c) such selling stockholder’s beneficial ownership of our common stock after completion of this offering, assuming that all of the shares of common stock covered by this prospectus (but none of the other shares, if any, held by the selling stockholders) are sold to third parties in this offering.

The table is based on information supplied to us by the selling stockholders. Beneficial and percentage ownership is determined in accordance with the rules and regulations of the SEC, which is based on voting or investment power with respect to such shares, and this information does not necessarily indicate beneficial ownership for any other purpose. In accordance with SEC rules, in computing the number of shares beneficially owned by a selling stockholder, shares of common stock subject to derivative securities held by that selling stockholder that are currently exercisable or convertible, or that will be exercisable or convertible within 60 days after July 14, 2023, are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other selling stockholder. Each selling stockholder’s percentage ownership after this offering is based on 5,526,481 shares of our common stock outstanding as of July 10, 2023.

The selling stockholders may sell all, some or none of their shares of common stock covered by this prospectus. We do not know the number of such shares, if any, that will be offered for sale or otherwise disposed of by any of the selling stockholders. Furthermore, since the date on which we filed this prospectus, the selling stockholders may have sold, transferred or disposed of shares of common stock covered by this prospectus in transactions exempt from the registration requirements of the Securities Act. See “Plan of Distribution” beginning on page 11.

EW Healthcare Partners, L.P. and related investment entities⁽²⁾

3,509,849

44.2%

2,082,426

2,413,435

35.2%

(1)	Assumes that all of the shares of common stock being registered by this prospectus are resold by the selling stockholders to third parties.

(2)

The shares of common stock shown to be beneficially owned before this offering include (i) 1,047,065 shares of common stock held by EW Healthcare Partners, L.P., referred to herein as “EWHP,” (ii) 1,054,009 shares of common stock issuable upon conversion of senior preferred stock held by EWHP, (iii) 961,372 shares of common stock issuable upon conversion of junior preferred stock held by EWHP, (iv) 270,000 shares of common stock issuable upon the exercise of warrants held by EWHP, (v) 42,126 shares of common stock held by EW Healthcare Partners-A, L.P., referred to herein as “EWHP-A,” (vi) 42,405 shares of common stock issuable upon conversion of senior preferred stock held by EWHP-A, (vii) 38,679 shares of common stock issuable upon conversion of junior preferred stock held by EWHP-A, (ix) 49,912 shares of common stock issuable upon the exercise of warrants held by EWHP-A, and (viii) 4,281 shares of common stock issuable upon the exercise of stock options held by EWHP-A. The shares of common stock shown to be beneficially owned before this offering exclude (a) 947,876 shares of common stock issuable upon conversion of senior preferred stock held by EWHP and (b) 38,136 shares of common stock issuable upon conversion of senior preferred stock held by EWHP-A, as such conversions cannot occur within 60 days after July 14, 2023 due to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market. Each of EWHP and EWHP-A have sole voting and investment power with respect to such respective shares of common stock. Essex Fund IX GP, the general partner of EWHP and EWHP-A, may also be deemed to have sole voting and investment power with respect to such shares of common stock; Essex Fund IX GP disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Essex IX General Partner, the general partner of Essex Fund IX GP, may also be deemed to have sole voting and investment power with respect to such shares of common stock; Essex IX General Partner disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Martin P. Sutter, Scott Barry, Ronald W. Eastman, Petri Vainio and Steve Wiggins are the managers of Essex IX General Partner and may be deemed to exercise shared voting and investment power with respect to such shares; each such manager disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein. Scott Barry is a member of the Company’s board of directors. The principal address of EWHP, EWHP-A, Essex IX FUND GP, Essex IX General Partner and each of the above-referenced managers is 21 Waterway Avenue, Suite 225, The Woodlands, Texas 77380.

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Multi-Tranche Private Placement

Stock Purchase Agreement

On May 15, 2023, we entered into a stock purchase agreement, as subsequently amended on July 6, 2023, referred to herein as the “Stock Purchase Agreement,” with EW Healthcare Partners, L.P. and EW Healthcare Partners-A, L.P., collectively referred to herein as the “Investors.” Under the Stock Purchase Agreement, we may issue and sell to the Investors up to $9,000,000 in shares of our senior preferred stock, in multiple tranches from time to time until December 31, 2025, subject to a minimum purchase amount of $500,000 in each tranche, referred to herein as the “Private Placement.” Sales of senior preferred stock in the Private Placement are purely discretionary and must be approved by both the Company and the Investors.

The initial sale in the Private Placement occurred on May 15, 2023, under which we sold to the Investors an aggregate of 280,899 shares of senior preferred stock for an aggregate purchase price of $2,000,000. The second sale in the Private Placement occurred on July 12, 2023, under which we sold to the Investors an aggregate of 500,000 shares of senior preferred stock for an aggregate purchase price of $2,000,000. We have used, and will continue to use, the net proceeds from the ~~sale~~Private Placement, after the payment of transaction expenses, for general working capital purposes.

The purchase price for each share of senior preferred stock to be sold in the Private Placement, referred to herein as the “Purchase Price,” floats at a dollar amount equal to the product of (a) the lower of (i) the closing price of our common stock on the trading day immediately preceding the applicable pricing reference date and (ii) the average closing price of the common stock for the five trading days immediately preceding the applicable pricing reference date, multiplied by (b) two. Such purchase price constitutes the “Minimum Price” as defined in Nasdaq Stock Market LLC Rule 5635(d).

Subject to the terms and conditions of the Stock Purchase Agreement, we are required, upon the request of the Purchasers, to call one or more stockholder meetings for the purpose of eliminating any limitations on the convertibility of the senior preferred stock imposed by the rules and regulations of the Nasdaq Capital Market. On May 15, 2023, we secured agreements from certain of our investors, collectively holding 59.2% of our voting securities then issued and outstanding, to vote their shares in favor of eliminating any such limitations at any stockholder meeting called for such purpose.

The shares of senior preferred stock issued or issuable under the Stock Purchase Agreement, as well as the shares of common stock issuable upon conversion of the senior preferred stock, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. We relied on, and will rely on, the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Registration D, promulgated by the SEC, and on similar exemptions under applicable state laws.

The Stock Purchase Agreement and the Registration Rights Agreement (as described below) contain customary representations, warranties and agreements by the Company, indemnification obligations of the Company, including for liabilities under the Securities Act, and other obligations of the parties. The representations, warranties, and covenants contained in such agreements were made only for purposes of such agreements and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the such agreements; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to the investors generally. Investors should not rely on such representations, warranties, and covenants, or any description thereof, as characterizations of the actual state of facts or condition of the Company.

Registration Rights Agreement

Contemporaneously with the execution of the Stock Purchase Agreement, we entered into a registration rights agreement with the Investors, referred to herein as the “Registration Rights Agreement,” under which we are required to file one or more demand shelf registration statements with respect to the shares of common stock issuable upon conversion of senior preferred stock that has been sold under the Stock Purchase Agreement. Pursuant to the Registration Rights Agreement, we must file an initial registration statement for the offer and resale of the common stock underlying the senior preferred stock then issued no later than July 14, 2023, and cause such registration statement to be declared effective as promptly as possible, but in no event later than 90 days, thereafter. We have filed the registration statement on Form S-3, of which this prospectus ~~supplement.~~forms a part,

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to satisfy such initial registration rights granted to the Investors under the Registration Rights Agreement. We may be required to file additional registration statements in the future in connection with additional issuances of senior preferred stock in the Private Placement.

Certificate of Designations

On May 15, 2023, we filed with the Delaware Secretary of State a Certificate of Designations of with respect to the senior preferred stock, as subsequently amended on June 22, 2023, referred to herein as the “Certificate of Designations,” thereby creating the senior preferred stock. The Certificate of Designations authorizes the issuance of up to 3,000,000 shares of senior preferred stock.

The senior preferred stock is convertible into shares of common stock on a 1-for-2.6667 basis at the option of (a) the Investors at any time or (b) the Company within 30 days following the date on which the 30-day volume-weighted average price of the common stock exceeds the product of (i) the Purchase Price for the shares of senior preferred stock to be converted, multiplied by (ii) 2.75.

Each share of senior preferred stock is entitled to participate in dividends and other non-liquidating distributions (if, as and when declared by our board of directors) on an as-converted basis, pari passu with the common stock and our voting convertible preferred stock, par value $0.0001 per share, referred to herein as the “junior preferred stock.”

Each share of senior preferred stock carries a liquidation preference, senior to the common stock and junior preferred stock, in an amount equal to the product of the Purchase Price for such share, multiplied by 2.50.

The Certificate of Designations provides that, while the senior preferred stock is outstanding, but not later than December 31, 2025, the holders of senior preferred stock, which includes the Investors and any of their affiliates holding senior preferred stock, have the right to exchange their shares of senior preferred stock under certain conditions if we issue or sell other securities that such holders of senior preferred stock reasonably believe contain more favorable terms, taken as a whole.

The senior preferred stock has an aggregate number of votes equal to the product of (a) the quotient of (i) the aggregate purchase price paid under the Stock Purchase Agreement for all shares of senior preferred stock issued and outstanding as of such time, divided by (ii) the highest purchase price paid by a holder for a share of senior preferred stock prior to or as of such time, multiplied by (b) two. Such formula ensures that no share of senior preferred stock will ever have more than two votes per share, with such number of votes subject to reduction (but not increase) depending on the pricing of future sales of senior preferred stock in the Private Placement. The senior preferred stock votes with the Company’s common stock on all matters submitted to holders of common stock and does not vote as a separate class.

In addition to the above-referenced voting rights, so long as any shares of senior preferred stock are outstanding, we will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the senior preferred stock, (a) increase the authorized number of shares of senior preferred stock; (b) enter any agreement, contract or understanding or otherwise incur any obligation which by its terms would violate or be in conflict in any material respect with, or significantly and adversely affect, the powers, rights or preferences of the senior preferred stock designated hereunder; (c) amend our certificate of incorporation or bylaws, if such amendment would significantly and adversely alter, change or affect the powers, preferences or rights of the holders of senior preferred stock; (d) redeem, repurchase or declare or pay any dividend or other distribution on our capital stock, subject to customary exceptions; or (e) amend or waive any provision of the Certificate of Designations applicable to the holders or the senior preferred stock.

* * *

The foregoing descriptions of the Stock Purchase Agreement, the Registration Rights Agreement and the Certificate of Designations do not purport to be complete and are qualified in their entirety by reference to the full texts of the Certificate of Designations, the Stock Purchase Agreement and the Registration Rights Agreement, copies of which are filed as exhibits to the registration statement on Form S-3, of which this prospectus forms a part.

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PLAN OF DISTRIBUTION

We are registering the shares of common stock covered by this prospectus on behalf of the selling stockholders. All costs, expenses and fees connected with the registration of such shares of common stock will be borne by us. Any brokerage commissions and similar expenses connected with selling such shares of common stock will be borne by the selling stockholders. The selling stockholders may offer and sell ~~the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination~~such shares of ~~these methods or through underwriters or dealers, through agents or directly to one or more purchasers. The securities may be distributed~~common stock from time to time in one or more ~~transactions:~~transactions. As used in this prospectus, the term “selling stockholders” includes pledgees, donees, transferees and other successors-in-interest who may acquire such shares of common stock through a pledge, gift, partnership distribution or other non-sale related transfer from the selling stockholders. The selling stockholders will act independently of the Company in making decisions with respect to the timing, manner and size of each sale. These transactions include:

atin “at the market offerings” within the meaning of Rule 415(a)(4) under the Securities Act, to or through a ~~fixed price~~market maker or ~~prices,~~into an existing trading market, on an exchange or otherwise;

directly to a limited number of purchasers or to a single purchaser;

through agents;

by delayed delivery contracts or by remarketing firms;

ordinary brokerage transactions and transactions in which ~~may be changed;~~the broker solicits purchasers;

~~at market prices prevailing at~~purchases by a broker-dealer as principal and resale by the ~~time~~broker-dealer for its own account pursuant to this prospectus;

exchange or over-the-counter distributions in accordance with the rules of ~~sale;~~the exchange or other market;

~~at prices related~~block trades in which the broker-dealer attempts to ~~such prevailing market prices; or~~

~~at negotiated prices.~~

~~Each time that we~~ sell ~~securities~~the shares of common stock covered by this prospectus ~~we will provide~~as agent but may position and resell a ~~prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions~~portion of the ~~offering of such securities, including~~block as principal to facilitate the ~~offering price~~transaction, or in crosses, in which the same broker acts as agent on both sides of the ~~securities and the proceeds to us, if applicable.~~trade;

Offers to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent involvedtransactions in ~~the offer~~options, swaps or ~~sale of our securities will be identified in a prospectus supplement.~~

If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.

If an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplementother derivatives that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer.

Any compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.

~~Any common stock that we issue and sell will be listed on the Nasdaq Global Market, but any other securities~~ may or may not be listed on an exchange;

through distributions by a ~~national securities exchange. To facilitate the offering~~selling stockholder or its successors in interest to its members, general or limited partners or stockholders (or their respective members, general or limited partners or stockholders);

a combination of ~~securities, certain persons participating in the offering may engage in transactions that stabilize, maintain~~any such method of sale; or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold

any other method permitted pursuant to ~~them.~~ applicable law.

In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

We may engage in “at the market” offerings into an existing trading market in accordance with Rule 415 under the Securities Act. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus

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supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.

~~The specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.~~

~~The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation.~~

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~~DESCRIPTION OF CAPITAL STOCK~~

The following summary describes our capital stock and the material provisions of our amended and restated certificate of incorporation and our second amended and restated bylaws, investor rights agreements to which we and certain of our stockholders are parties and of the Delaware General Corporation Law. Because the following is only a summary, it does not contain all of the information that may be important to you. For a complete description, you should refer to our amended and restated certificate of incorporation, second amended and restated bylaws, amended and restated investor rights agreement and registration rights agreement, copies of which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part.

~~General~~

Our authorized capital stock consists of 300,000,000 shares of common stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value per share. As of June 30, 2021, there were outstanding:

~~54,141,822 shares of our common stock held by approximately 141 stockholders of record;~~

~~5,794,087 shares of our common stock issuable upon exercise of outstanding stock options;~~

~~15,928,867 shares of our common stock issuable upon exercise of outstanding warrants;~~

~~8,213,880 shares of common stock issuable upon the conversion of convertible notes outstanding as of June 30, 2021; and~~

~~zero shares of our preferred stock.~~

The actual number of stockholders is greater than the number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

The following description of our capital stock and provisions of our amended and restated certificate of incorporation and second amended and restated bylaws are summaries of material terms and provisions and are qualified by reference to our amended and restated certificate of incorporation and second amended and restated bylaws, copies of which have been filed with the SEC and are incorporated by reference as exhibits to the registration statement of which this prospectus is a part.

~~Common Stock~~

~~Voting Rights~~

Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Our stockholders do not have cumulative voting rights in the election of directors.

~~Dividends~~

Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. However, our current debt instruments restrict our ability to pay dividends.

~~Liquidation~~

In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

~~Rights and Preferences~~

Holders of our common stock have no pre-emptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of our preferred stock that we may designate in the future.

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~~Preferred Stock~~

Our board of directors has the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock. The issuance of our preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon our liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of our company or other corporate action.

~~Anti-Takeover Effects of Provisions of our Amended and Restated Certificate of Incorporation, our Second Amended and Restated Bylaws and Delaware Law~~

Some provisions of Delaware law and our amended and restated certificate of incorporation and our second amended and restated bylaws contain provisions that could make the following transactions more difficult: acquisition of us by means of a tender offer; acquisition of us by means of a proxy contest or otherwise; or removal of our incumbent officers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

~~Delaware Anti-Takeover Statute~~

We are subject to Section 203 of the Delaware General Corporation Law, which prohibits persons deemed “interested stockholders” from engaging in a “business combination” with a publicly-held Delaware corporation for three years following the date these persons become interested stockholders unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the board of directors, such as discouraging takeover attempts that might result in a premium over the market price of our common stock.

~~Undesignated Preferred Stock~~

The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of our company.

~~Special Stockholder Meetings~~

Our second amended and restated bylaws provide that a special meeting of stockholders may be called at any time by the board of directors, chief executive officer or president (in the absence of a chief executive officer), but such special meeting may not be called by the stockholders or any other person or persons.

~~Requirements for Advance Notification of Stockholder Nominations and Proposals~~

Our second amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.

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~~Elimination of Stockholder Action by Written Consent~~

~~Our amended and restated certificate of incorporation and our second amended and restated bylaws eliminate the right of stockholders to act by written consent without a meeting.~~

~~Classified Board; Election and Removal of Directors; Filling Vacancies~~

Our board of directors is divided into three classes. The directors in each class will serve for a three-year term, one class being elected each year by our stockholders, with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Because our stockholders do not have cumulative voting rights, our stockholders holding a majoritydistributions of the shares of common stock ~~outstanding will be able~~covered by this prospectus or otherwise, the selling stockholders may:

sell such shares of common stock:

○	in one or more transactions at a fixed price or prices, which may be changed from time to time;

○	at market prices prevailing at the times of sale;

○	at prices related to such prevailing market prices; or

○	at negotiated prices;

sell such shares of common stock:

○	on a national securities exchange;

○	in the over-the-counter market; or

○	in transactions otherwise than on an exchange or in the over-the-counter market, or in combination;

enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to elect all of our directors. Our amended and restated certificate of incorporation provides for the removal of any of our directors only for cause and requires a stockholder vote by the holders of at least a 66 2/3%them of the ~~voting power~~shares of common stock covered by this prospectus, which they may in turn resell; and

pledge the ~~then outstanding voting stock. Furthermore, any vacancy on our board~~shares of ~~directors, however occurring, including a vacancy resulting from an increase in the size of the board, may only be filled~~common stock covered by a resolution of the board of directors unless the board of directors determines that such vacancies shall be filled by the stockholders. This system of electing and removing directors and filling vacancies may tendthis prospectus to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.

~~Choice of Forum~~

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our second amended and restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine; provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Our certificate of incorporation also provides that the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. However, the enforceability of similar federal court choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find this type of provision to be inapplicable or unenforceable. The choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the combined company or its directors, officersbroker-dealers or other ~~employees,~~financial institutions, which, ~~may discourage such lawsuits against the combined company and its directors, officers and other employees.~~

~~Amendment of Charter Provisions~~

~~The amendment of any of the above provisions, except for the provision making it possible for our board of directors to issue undesignated preferred stock, would require approval by~~upon a ~~stockholder vote by the holders of at least a 66~~^2/3~~% of the voting power of the then outstanding voting stock, voting together as a single class.~~

The provisions of the Delaware General Corporation Law, our amended and restated certificate of incorporation and our second amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence,default, they may ~~also inhibit temporary fluctuations~~ in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

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~~Limitations of Liability and Indemnification Matters~~

Our amended and restated certificate of incorporation contains provisions that limit the liability of our directors for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

~~any breach of the director’s duty of loyalty to us or our stockholders;~~

~~any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;~~

~~unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or~~

~~any transaction from which the director derived an improper personal benefit.~~

Our amended and restated certificate of incorporation provides that we may, and our second amended and restated bylaws provide that we are required to, indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. Our amended and restated certificate of incorporation provides that we may and our second amended and restated bylaws provide that we are required to, to the fullest extent not prohibited by applicable law, advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding; provided that, to the extent required by law, such payment of expenses in advance of the final disposition of such any action or proceeding may be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified. Furthermore, if a claim for indemnification following the final disposition of such action or proceeding or advancement of expenses is not paid in full within 60 days after a written claim therefor has been received by us, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, will be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law and we will have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Our second amended and restated bylaws allow us to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of ours, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust enterprise or non-profit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not we would have the power to indemnify him or her against such liability under the provisions of the Delaware General Corporation Law. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and second amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and our stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage.

~~The Nasdaq Global Market Listing~~

~~Our common stock is listed on the Nasdaq Global Market under the symbol “VERO.”~~

~~Transfer Agent and Registrar~~

~~The transfer agent and registrar for our common stock is Computershare Inc. The transfer agent and registrar’s address is 250 Royall Street, Canton, Massachusetts 02021.~~turn resell.

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~~DESCRIPTION OF DEBT SECURITIES~~

The ~~following description, together with the additional information we include in any applicable prospectus supplement~~selling stockholders may also resell all or ~~free writing prospectus, summarizes certain general terms and provisions~~a portion of the ~~debt securities~~shares of common stock covered by this prospectus in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that ~~we may offer~~rule, Section 4(a)(1) under the Securities Act, if available, or any other exemption from the registration requirements that become available, rather than under this prospectus. ~~When we offer to sell a particular series of debt securities, we will describe the specific terms of the series in a supplement to this prospectus. We will also indicate~~

If underwriters are used in the ~~supplement to what extent the general terms and provisions described in~~sale of any shares of common stock covered by this prospectus, ~~apply to a particular series~~such shares of ~~debt securities.~~

We may issue debt securities either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise specified in a supplement to this prospectus, the debt securitiescommon stock will be ~~our direct, unsecured obligations~~acquired by the underwriters for their own account and may be ~~issued~~resold from time to time in one or more ~~series.~~transactions described above. Shares of common stock covered by this prospectus may be either offered to the public through underwriting syndicates represented by managing underwriters or directly by underwriters. We may use underwriters with whom we have a material relationship. As applicable, we will describe in each accompanying prospectus supplement the name of the underwriter(s) and the nature of any such relationship(s).

The ~~debt securities~~shares of common stock covered by this prospectus may be sold directly or through agents designated from time to time. We will name any agent involved in the offering and sale of such shares and we will describe any commissions paid to the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, the agent will act on a best-efforts basis for the period of its appointment.

Agents may be ~~issued~~entitled to indemnification by us against certain civil liabilities, including liabilities under ~~an indenture~~the Securities Act, or to contribution with respect to payments made by the agents, under agreements between us and ~~a third party~~the agents.

Agents may receive compensation in the form of discounts, concessions or commissions from us or our purchasers, as their agents in connection with the sale of securities. These agents may be considered to be ~~identified therein~~underwriters under the Securities Act. As a result, discounts, commissions or profits on resale received by the agents may be treated as ~~trustee. We have summarized select portions~~underwriting discounts and commissions. Each accompanying prospectus supplement will identify any such agent and describe any compensation received by them from us.

In connection with sales of shares of common stock covered by this prospectus, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of such shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell the shares of common stock covered by this prospectus short and the selling stockholders may deliver shares of common stock to close out short positions and to return borrowed shares of common stock in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock covered by this prospectus to broker-dealers that in turn may sell such shares of common stock, to the extent permitted by applicable law. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares of common stock covered by this prospectus, which shares of common stock such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the ~~indenture below. The summary is not complete. The form~~shares of common stock covered by this prospectus owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell such shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the ~~indenture has been filed~~Securities Act, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders may also transfer and donate shares of common stock covered by this prospectus in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

A selling stockholder that is an ~~exhibit~~entity may elect to make an in-kind distribution of shares of common stock covered by this prospectus to its members, general or limited partners or stockholders pursuant to the registration statement ~~and you should read~~on Form S-3, of which this prospectus forms a part, by delivering a prospectus. To the ~~indenture for provisions~~extent that ~~may be important to you. In the summary below, we have included references~~such members, general or limited partners or stockholders are not affiliates of ours, such members, partners or stockholders would thereby receive freely tradable shares of common stock pursuant to the ~~section numbers~~distribution through a registration statement. Additionally, to the extent that entities, members, partners or stockholders are affiliates of ~~the indenture so that you can easily locate these provisions. Capitalized terms used~~ours received shares in ~~the summary~~any such distribution, such affiliates will also be selling stockholders and ~~not defined herein have the meanings specified in the indenture.~~

~~As used in this section only, “Venus Concept,” “we,” “our” or “us” refer to Venus Concept Inc. excluding our subsidiaries, unless expressly stated or the context otherwise requires.~~

~~General~~

~~The terms of each series of debt securities~~ will be ~~established by or~~entitled to sell such shares pursuant to a resolution of our board of directors and set forth or determined in the manner provided in a resolution of our board of directors, in an officer’s certificate or by a supplemental indenture. (Section 2.2) The particular terms of each series of debt securities will be described in a prospectus supplement relating to such series (including any pricing supplement or term sheet).

We can issue an unlimited amount of debt securities under the indenture that may be in one or more series with the same or various maturities, at par, at a premium, or at a discount. (Section 2.1) We will set forth in a prospectus supplement (including any pricing supplement or term sheet) relating to any series of debt securities being offered, the aggregate principal amount and the following terms of the debt securities, if applicable:

~~the title and ranking of the debt securities (including the terms of any subordination provisions);~~

~~the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities;~~

~~any limit on the aggregate principal amount of the debt securities;~~

~~the date or dates on which the principal of the securities of the series is payable;~~

the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;

the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to us in respect of the debt securities may be delivered;

~~the period or periods within which, the price or prices at which and the terms and conditions upon which we may redeem the debt securities;~~this prospectus.

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any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities and the period or periods within which, the price or prices at which andAgents who may become involved in the ~~terms~~sale of shares of common stock covered by this prospectus may engage in transactions with, and ~~conditions upon~~perform other services for, us in the ordinary course of their business for which ~~securities~~they receive compensation.

In effecting sales, the selling stockholders may engage broker-dealers or agents, who may in turn arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling stockholders and/or from the purchasers of shares of common stock covered by this prospectus for whom the ~~series shall~~broker-dealers may act as agents or to whom they sell as principal, or both. The compensation to a particular broker-dealer may be ~~redeemed~~in excess of customary commissions. To our knowledge, there is currently no plan, arrangement or ~~purchased, in whole or in part, pursuant to such obligation;~~

the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;

~~the denominations in which the debt securities will be issued, if other than denominations of $1,000~~understanding between any selling stockholders and any ~~integral multiple thereof;~~broker-dealer or agent regarding the sale of any shares of common stock by the selling stockholders.

~~whether the debt securities will be issued in the form of certificated debt securities~~The selling stockholders, any broker-dealers or ~~global debt securities;~~

~~the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;~~

the currency of denomination of the debt securities, which may be United States Dollars or any foreign currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;

~~the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made;~~

if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;

the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;

~~any provisions relating to any security provided for the debt securities;~~

~~any addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect to the debt securities~~agents and any ~~change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities;~~

~~any addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt securities;~~

~~any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities;~~

the provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange;

~~any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to~~participating broker-dealers that ~~series, including any terms that may be required under applicable law or regulations or advisable~~act in connection with the ~~marketing~~sale of the ~~securities;~~shares of common stock covered by this prospectus may be “underwriters” under the Securities Act with respect to those shares of common stock and

~~whether~~ will be subject to the prospectus delivery requirements of the Securities Act. Any profit that the selling stockholders realize, and any ~~of our direct~~compensation that any broker-dealer or ~~indirect subsidiaries will guarantee the debt securities of that series,~~agent may receive in connection with any sale, including ~~the terms of subordination, if~~ any profit realized on resale of such ~~guarantees. (Section 2.2)~~

Weshares of common stock acquired as principal, may ~~issue debt securities that provide for an amount less than their stated principal amount~~constitute underwriting discounts and commissions. If the selling stockholders are deemed to be ~~due~~underwriters, the selling stockholders may be subject to certain liabilities under statutes including, but not limited to, Section 11, 12 and ~~payable upon declaration~~17 of ~~acceleration~~the Securities Act and Section 10(b) and Rule 10b-5 under the Exchange Act.

The securities laws of some states may require the selling stockholders to sell the shares of common stock covered by this prospectus in those states only through registered or licensed brokers or dealers. These laws may also require that we register or qualify such shares of common stock for sale in those states unless an exemption from registration and qualification is available and the selling stockholders and we comply with that exemption. In addition, the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares of common stock in the market and to the activities of the selling stockholders and their ~~maturity pursuant~~affiliates. Regulation M may restrict the ability of any person engaged in the distribution of shares of common stock to engage in market-making activities with respect to such shares of common stock. All of the foregoing may affect the marketability of the shares of common stock covered by this prospectus and the ability of any person to engage in market-making activities with respect to such shares.

If any selling stockholder notifies us that he has entered into any material arrangement with a broker-dealer for the sale of shares of common stock covered by this prospectus through a block trade, special offering, exchange distribution, over-the-counter distribution or secondary distribution, or a purchase by a broker or dealer, we will file any necessary supplement to this prospectus to disclose:

the number of shares of common stock involved in the arrangement;

the terms of the ~~indenture. We will provide you with information on~~arrangement, including the ~~federal income tax considerations~~names of any underwriters, dealers or agents who purchase such shares of common stock, as required;

the proposed selling price to the public;

any discount, commission or other underwriting compensation;

the place and ~~other special considerations applicable~~time of delivery for the shares of common stock being sold;

any discount, commission or concession allowed, reallowed or paid to any ~~of these debt securities in the applicable prospectus supplement.~~dealers; and

~~If we denominate the purchase price of~~ any other material terms of the ~~debt securities in~~distribution of the shares of common stock.

In addition, if the selling stockholder notifies us that a ~~foreign currency~~donee, pledgee, transferee or ~~currencies~~other successor-in-interest of the selling stockholder intends to sell any shares of common stock covered by this prospectus, we will file an amendment to the registration statement on Form S-3, of which this prospectus forms a part, or a ~~foreign currency unit or units, or~~supplement to this prospectus, if ~~the principal of and any premium and interest on any series of debt securities is~~required.

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payable in a foreign currency or currencies or a foreign currency unit or units, we will provide you with information on the restrictions, elections, general tax considerations, specific terms and other information with respect to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement.

~~Transfer and Exchange~~

Each debt security will be represented by either one or more global securities registered in the name of a depositary or its nominee (we will refer to any debt security represented by a global debt security as a “book-entry debt security”), or a certificate issued in definitive registered form (we will refer to any debt security represented by a certificated security as a “certificated debt security”) as set forth in the applicable prospectus supplement. Except as set forth under the heading “Global Debt Securities and Book-Entry System” below, book-entry debt securities will not be issuable in certificated form.

~~Certificated Debt Securities.~~ You may transfer or exchange certificated debt securities at any office we maintain for this purpose in accordance with the terms of the indenture. (Section 2.4) No service charge will be made for any transfer or exchange of certificated debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange. (Section 2.7)

You may effect the transfer of certificated debt securities and the right to receive the principal of, premium and interest on certificated debt securities only by surrendering the certificate representing those certificated debt securities and either reissuance by us or the trustee of the certificate to the new holder or the issuance by us or the trustee of a new certificate to the new holder.

~~Global Debt Securities and Book-Entry System.~~ Each global debt security representing book-entry debt securities will be deposited with, or on behalf of, a depositary, and registered in the name of the depositary or its nominee. Please see “Form of Securities.”

~~Covenants~~

~~We will set forth in the applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities. (Article IV)~~

~~No Protection in the Event of a Change of Control~~

Unless we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions which may afford holders of the debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction results in a change in control) which

~~Consolidation, Merger and Sale of Assets~~

~~We may not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to any person (a “successor person”) unless:~~

we are the surviving corporation or the successor person (if other than Venus Concept) is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the debt securities and under the indenture; and

~~immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.~~

~~Notwithstanding the above, any of our subsidiaries may consolidate with, merge into or transfer all or part of its properties to us. (Section 5.1)~~

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~~Events of Default~~

~~“Event of Default” means with respect to any series of debt securities, any of the following:~~

default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period);

~~default in the payment of principal of any security of that series at its maturity;~~

default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues uncured for a period of 60 days after we receive written notice from the trustee or Venus Concept and the trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding debt securities of that series as provided in the indenture;

~~certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of Venus Concept;~~

~~any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement. (Section 6.1)~~

No Event of Default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an Event of Default with respect to any other series of debt securities. (Section 6.1) The occurrence of certain Events of Default or an acceleration under the indenture may constitute an event of default under certain indebtedness of ours or our subsidiaries outstanding from time to time.

We will provide the trustee written notice of any Default or Event of Default within 30 days of becoming aware of the occurrence of such Default or Event of Default, which notice will describe in reasonable detail the status of such Default or Event of Default and what action we are taking or propose to take in respect thereof. (Section 6.1)

If an Event of Default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than 25% in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee if given by the holders), declare to be due and payable immediately the principal of (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) and accrued and unpaid interest, if any, on all debt securities of that series. In the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding debt securities. At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt securities of that series may rescind and annul the acceleration if all Events of Default, other than the non-payment of accelerated principal and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the indenture. (Section 6.2) We refer you to the prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an Event of Default.

The indenture provides that the trustee may refuse to perform any duty or exercise any of its rights or powers under the indenture unless the trustee receives indemnity satisfactory to it against any cost, liability or expense which might be incurred by it in performing such duty or exercising such right or power. (Section 7.1(e)) Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. (Section 6.12)

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No holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment of a receiver or trustee, or for any remedy under the indenture, unless:

~~that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that series; and~~

the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and offered indemnity or security satisfactory to the trustee, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days. (Section 6.7)

Notwithstanding any other provision in the indenture, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of, premium and any interest on that debt security on or after the due dates expressed in that debt security and to institute suit for the enforcement of payment. (Section 6.8)

The indenture requires us, within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture. (Section 4.3) If a Default or Event of Default occurs and is continuing with respect to the securities of any series and if it is known to a responsible officer of the trustee, the trustee shall mail to each Securityholder of the securities of that series notice of a Default or Event of Default within 90 days after it occurs or, if later, after a responsible officer of the trustee has knowledge of such Default or Event of Default. The indenture provides that the trustee may withhold notice to the holders of debt securities of any series of any Default or Event of Default (except in payment on any debt securities of that series) with respect to debt securities of that series if the trustee determines in good faith that withholding notice is in the interest of the holders of those debt securities. (Section 7.5)

~~Modification and Waiver~~

~~We and the trustee may modify, amend or supplement the indenture or the debt securities of any series without the consent of any holder of any debt security:~~

~~to cure any ambiguity, defect or inconsistency;~~

~~to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”;~~

~~to provide for uncertificated securities in addition to or in place of certificated securities;~~

~~to add guarantees with respect to debt securities of any series or secure debt securities of any series;~~

~~to surrender any of our rights or powers under the indenture;~~

~~to add covenants or events of default for the benefit of the holders of debt securities of any series;~~

~~to comply with the applicable procedures of the applicable depositary;~~

~~to make any change that does not adversely affect the rights of any holder of debt securities;~~

~~to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture;~~

to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee; or

~~to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act. (Section 9.1)~~

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We may also modify and amend the indenture with the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the modifications or amendments. We may not make any modification or amendment without the consent of the holders of each affected debt security then outstanding if that amendment will:

~~reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;~~

~~reduce the rate of or extend the time for payment of interest (including default interest) on any debt security;~~

reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities;

~~reduce the principal amount of discount securities payable upon acceleration of maturity;~~

waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration);

~~make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security;~~

make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium and interest on those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or

~~waive a redemption payment with respect to any debt security. (Section 9.3)~~

Except for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive our compliance with provisions of the indenture. (Section 9.2) The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, premium or any interest on any debt security of that series; provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration. (Section 6.13)

~~Defeasance of Debt Securities and Certain Covenants in Certain Circumstances~~

~~Legal Defeasance~~. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, we may be discharged from any and all obligations in respect of the debt securities of any series (subject to certain exceptions). We will be so discharged upon the irrevocable deposit with the trustee, in trust, of money or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money or U.S. government obligations in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities.

This discharge may occur only if, among other things, we have delivered to the trustee an opinion of counsel stating that we have received from, or there has been published by, the United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to United States

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~~federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred. (Section 8.3)~~

~~Defeasance of Certain Covenants. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, upon compliance with certain conditions:~~

we may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement; and

~~any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series (“covenant defeasance”).~~

~~The conditions include:~~

depositing with the trustee money or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; and

delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred. (Section 8.4)

~~No Personal Liability of Directors, Officers, Employees or Stockholders~~

None of our past, present or future directors, officers, employees or stockholders, as such, will have any liability for any of our obligations under the debt securities or the indenture or for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a debt security, each holder waives and releases all such liability. This waiver and release is part of the consideration for the issue of the debt securities. However, this waiver and release may not be effective to waive liabilities under U.S. federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

~~Governing Law~~

~~The indenture and the debt securities, including any claim or controversy arising out of or relating to the indenture or the securities, will be governed by the laws of the State of New York.~~

The indenture will provide that we, the trustee and the holders of the debt securities (by their acceptance of the debt securities) irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the indenture, the debt securities or the transactions contemplated thereby.

The indenture will provide that any legal suit, action or proceeding arising out of or based upon the indenture or the transactions contemplated thereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York, and we, the trustee and the holder of the debt securities (by their acceptance of the debt securities) irrevocably submit to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The indenture will further provide that service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in the indenture will be effective service of process for any suit, action or other proceeding brought in any such court. The indenture will further provide that we, the trustee and the holders of the debt securities (by their acceptance of the debt securities) irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the courts specified above and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum. (Section 10.10)

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~~DESCRIPTION OF WARRANTS~~

We may issue warrants for the purchase of shares of our common stock, shares of our preferred stock or debt securities. We may issue warrants independently or together with other securities, and the warrants may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and the investors or a warrant agent. The following summary of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. The terms of any warrants offered under a prospectus supplement may differ from the terms described below. We urge you to read the applicable prospectus supplement and any related free writing prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.

~~The particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include:~~

the number of shares of common stock or preferred stock purchasable upon the exercise of warrants to purchase such shares and the price at which such number of shares may be purchased upon such exercise;

the designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of preferred stock purchasable upon exercise of warrants to purchase preferred stock;

~~the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities or other property;~~

~~the date, if any, on and after which the warrants and the related debt securities, preferred stock or common stock will be separately transferable;~~

~~the terms of any rights to redeem or call the warrants;~~

~~the date on which the right to exercise the warrants will commence and the date on which the right will expire;~~

~~United States Federal income tax consequences applicable to the warrants; and~~

~~any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement of the warrants.~~

~~Holders of equity warrants will not be entitled:~~

~~to vote, consent or receive dividends;~~

~~receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter; or~~

~~exercise any rights as stockholders of Venus Concept.~~

Each warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

A holder of warrant certificates may exchange them for new warrant certificates of different denominations, present them for registration of transfer and exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase debt securities are exercised, the holder of the warrants will not have any rights of holders of the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities or to enforce covenants in the applicable indenture. Until any warrants to purchase common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common stock or preferred stock, including any rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred stock, if any.

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~~DESCRIPTION OF UNITS~~

We may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus supplement relating to a particular series of units.

The following description, together with the additional information included in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and we will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form of each unit agreement relating to units offered under this prospectus.

~~If we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable:~~

~~the title of the series of units;~~

~~identification and description of the separate constituent securities comprising the units;~~

~~the price or prices at which the units will be issued;~~

~~the date, if any, on and after which the constituent securities comprising the units will be separately transferable;~~

~~a discussion of certain United States federal income tax considerations applicable to the units; and~~

~~any other terms of the units and their constituent securities.~~

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~~FORM OF SECURITIES~~

Each debt security, warrant and unit will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of securities. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities, warrants or units represented by these global securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.

~~Global Securities~~

We may issue the debt securities, warrants and units in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases, one or more global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be represented by global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a global security may not be transferred except as a whole by and among the depositary for the global security, the nominees of the depositary or any successors of the depositary or those nominees.

If not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a global security will be described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary arrangements.

Ownership of beneficial interests in a global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a global security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in global securities.

So long as the depositary, or its nominee, is the registered owner of a global security, that depositary or its nominee, as the case may be, will be considered the sole owner or holder of the securities represented by the global security for all purposes under the applicable indenture, warrant agreement, unit agreement or other applicable agreement. Except as described below, owners of beneficial interests in a global security will not be entitled to have the securities represented by the global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under the applicable indenture, warrant agreement, unit agreement or other applicable agreement. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of the depositary for that global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the applicable indenture, warrant agreement, or unit agreement or other applicable agreement. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a global security desires to give or take any action that a holder is entitled to give or take under the applicable indenture, warrant agreement, unit agreement or other applicable agreement, the depositary for the global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.

Principal, premium, if any, and interest payments on debt securities, and any payments to holders with respect to warrants or units, represented by a global security registered in the name of a depositary or its nominee will be

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made to the depositary or its nominee, as the case may be, as the registered owner of the global security. Neither us, any trustee, any warrant agent, any unit agent or any other agent of us, agent of the trustees or agent of the warrant agents or unit agents will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

We expect that the depositary for any of the securities represented by a global security, upon receipt of any payment of principal, premium or interest to holders or other distribution of underlying securities or other property to holders on that global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in that global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a global security held through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.

If the depositary for any of the securities represented by a global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the global security that had been held by the depositary. Any securities issued in definitive form in exchange for a global security will be registered in the name or names that the depositary gives to the relevant trustee, warrant agent, unit agent or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in the global security that had been held by the depositary.

LEGAL MATTERS

Dorsey & Whitney LLP will pass upon certain legal matters relating to the ~~issuance and sale~~shares of ~~the securities~~our common stock offered ~~hereby on behalf of Venus Concept Inc. Additional legal matters may be passed upon for us or any underwriters, dealers or agents,~~ by ~~counsel that we will name in the applicable prospectus supplement.~~this prospectus.

EXPERTS

Our consolidated financial statements for the years ended December 31, ~~2020~~2022 and ~~2019,~~2021, incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2022, filed with the SEC on March ~~29, 2021,~~27, 2023, have been so incorporated by reference in reliance upon the report of MNP LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

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INCORPORATION BY REFERENCE

The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement.

We incorporate by reference in this prospectus our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC, including any Compensation Committee report, ~~and~~any performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.

This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:

•	our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2022, filed on March ~~29, 2021;~~27, 2023;

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•	the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2022, from our Definitive Proxy Statement on Schedule 14A, filed on April ~~26, 2021;~~10, 2023;

•	our Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2021,~~2023, filed on May ~~17, 2021,~~ ~~and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed on~~ ~~August 13, 2021;~~15, 2023;

•	our Current Reports on Form 8-K, filed on January 6, 2023, February 7, 2023, March 7, 2023, May 11, 2023, May 15, 2023, June ~~21, 2021,~~2, 2023, ~~August 30, 2021~~June 26, 2023 and~~October~~ July 12, ~~2021;~~2023; and

•	the description of our common stock contained in our registration statement on Form 8-A filed on October 10, 2017, including any amendments or reports filed for the purposes of updating this description.

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.

You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address:

Venus Concept Inc.

235 Yorkland Blvd., Suite 900

Toronto, Ontario M2J 4Y8

(877) 848-8430

Attention: General Counsel and Corporate Secretary

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.

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WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC. This prospectus omits some of the information contained in the registration statement, and we refer you to the full registration statement for further information about us and the securities being offered by the selling stockholders under this prospectus. Before making an investment decision, you should read, in addition to this prospectus and the registration statement, any documents that we incorporate by reference in this prospectus, as referred to under “Incorporation of Documents By Reference.”

We file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.

Our website address is https://www.venusconcept.com/en-us/. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus. We have included our website address as an inactive textual reference only.

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~~Subject to Completion, Dated October 15, 2021~~

~~PROSPECTUS SUPPLEMENT~~

~~VENUS CONCEPT INC.~~

~~Up to $22,610,490.59 of Shares of Common Stock~~

This prospectus supplement relates to the issuance and sale of up to $22,610,490.59 of shares of our common stock, or “Purchase Shares,” that we may sell to Lincoln Park Capital Fund, LLC, or “Lincoln Park,” from time to time pursuant to the purchase agreement, dated as of June 16 2020, or the “Purchase Agreement,” that we have entered into with Lincoln Park. This prospectus supplement and the accompanying prospectus also cover the resale of these shares by Lincoln Park to the public. See “Lincoln Park Transaction” for a description of the Purchase Agreement and additional information regarding Lincoln Park. Lincoln Park is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or the Securities Act.

The purchase price for the Purchase Shares will be based upon formulas set forth in the Purchase Agreement depending on the type of purchase notice we submit to Lincoln Park from time to time. We will pay the expenses incurred in connection with the issuance of the shares of our common stock. See “Plan of Distribution.”

~~We are an “emerging growth company” under applicable federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.~~

~~Our common stock trades on the Nasdaq Global Market under the symbol “VERO.” On October 12, 2021, the last reported sale price of our common stock was $2.06 per share.~~

~~Investing in our securities involves a high degree of risk. You should carefully review and consider the risks and uncertainties described under the heading “Risk Factors” beginning on page A-~~7 ~~of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.~~

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

~~The date of this prospectus supplement is , 2021.~~

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~~ABOUT THIS PROSPECTUS SUPPLEMENT~~

We currently have an existing shelf registration statement on Form S-3, File No. 333-228562, which was declared effective on December 10, 2018, which we refer to as the “Prior Registration Statement.” The Prior Registration Statement registers the issuance and sale by us of, among other securities, up to $31,000,000 in shares of our common stock to Lincoln Park from time to time pursuant to the Purchase Agreement, in addition to the resale of such shares by Lincoln Park to the public, of which $22,610,490.59 of such shares have yet to be issued and sold by us to Lincoln Park. The Prior Registration Statement expires on December 9, 2021 pursuant to Rule 415(a)(5) under the Securities Act. We are filing a new registration statement, of which this prospectus forms a part, that will allow us to ensure that, following the expiration of the Prior Registration Statement, an effective registration statement will cover the issuance and sale to Lincoln Park, and resale by Lincoln Park, of such shares of common stock.

This document contains two parts. This prospectus supplement describes the terms of this offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. The accompanying prospectus, including the documents incorporated by reference therein, provides more general information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement, and the information contained in the accompanying prospectus or in any document incorporated by reference that was filed with the Securities and Exchange Commission, or the SEC, before the date of this prospectus supplement, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date, for example, a document incorporated by reference in the accompanying prospectus, the statement in the document having the later date modifies or supersedes the earlier statement.

You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither we nor Lincoln Park have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and Lincoln Park is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus in their entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation by Reference.”

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus supplement or the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

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uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus supplement and accompanying prospectus and under similar headings in other documents that are incorporated by reference herein and therein. Accordingly, you should not place undue reliance on this information.

When we refer to “Venus Concept,” the “Company,” “we,” “our” and “us” or other similar terms in this prospectus, we mean Venus Concept Inc. and its consolidated subsidiaries (taken as a whole), unless we state otherwise or the context indicates otherwise. When we refer to “you,” we mean the potential purchasers of the securities offered hereby.

~~Venus Viva~~^®~~, Venus Legacy~~^®~~, Venus Concept~~^®~~, Venus Versa~~^®~~, Venus Fiore~~^®~~, NanoFractional RF~~^®~~, Delivering the Promise~~^®~~, Venus Freeze~~^®~~, (MP)2~~^®~~, Neograft~~^®~~, Venus Concept (logo)~~^®~~, Venus Glow™, Venus Glow (logo)™, RP3™, NanoFractional with Smart Scan Technology (logo)™, and Venus Bliss ™ are trademarks of Venus Concept Ltd. and Restoration Robotics~~^®~~, ARTAS~~^®, and Restoration Robotics’ (logo)™ are trademarks of the Company in the United States. Other third-party logos and product/trade names are registered trademarks or trade names of their respective companies.

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~~PROSPECTUS SUPPLEMENT SUMMARY~~

This summary highlights information contained in other parts of this prospectus supplement and in the documents we incorporate by reference. Because it is only a summary, it does not contain all of the information that you should consider before investing in the common stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. You should read all such documents carefully, especially the risk factors and our consolidated financial statements and the related notes included or incorporated by reference in this prospectus supplement and the accompanying prospectus, before deciding to buy shares of our common stock.

~~Business Overview~~

We are an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related services. Our systems have been designed on cost-effective, proprietary and flexible platforms that enable us to expand beyond the aesthetic industry’s traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. A substantial majority of our systems delivered in North America are in non-traditional markets.

~~We derive revenue from the sale of products and services. Product revenue includes revenue from the following:~~

~~the sale, including traditional sales and subscription-based sales, of systems, inclusive of the main console and applicators/handpieces (referred to as system revenue);~~

~~marketing supplies and kits;~~

~~consumables and disposables;~~

~~service revenue; and~~

~~replacement applicators/handpieces.~~

~~Service revenue includes revenue derived from our VeroGrafters™ technician services, and our extended warranty service contracts provided to our existing customers.~~

~~Systems are sold through our subscription model, or through traditional sales contracts directly and through distributors.~~

We generate recurring monthly revenue under our subscription-based business model and from traditional system sales. Venus Concept Ltd. commenced a subscription-based model in North America in 2011. We have launched our subscription model in targeted international markets in which we operate directly. We currently do not offer the ARTAS^® ~~iX System under the subscription model.~~

Our subscription model includes an up-front fee and a monthly payment schedule, typically over a period of 36 months, with approximately 40% to 45% of total contract payments collected in the first year. To ensure that each monthly payment is made on time and that the customer’s system is serviced in accordance with the terms of the warranty, every product purchased under a subscription agreement requires a monthly activation code, which we provide to the customer upon receipt of the monthly payment. These recurring monthly payments provide our customers with enhanced financial transparency and predictability. If economic circumstances are appropriate, we provide customers in good standing with the opportunity to “upgrade” into our newest available or alternative Venus Concept technology throughout the subscription period. This structure can provide greater flexibility than traditional equipment leases secured through financing companies. We work closely with our customers to provide business recommendations that improve the quality of service outcomes, build patient traffic and improve financial returns for the customer’s business.

~~We have developed and commercialized eleven technology platforms, including our ARTAS~~^® ~~and NeoGraft~~^® systems. Our medical aesthetic technology platforms have received regulatory clearance for indications such as treatment of facial wrinkles in certain skin types, temporary reduction of appearance of cellulite, non-invasive fat reduction (lipolysis) in the abdomen and flanks for certain body types and relief of minor muscle aches and pains. In addition, we have received regulatory approval for marketing certain indications in overseas markets but not in the United States, including treatment of certain soft tissue injuries, temporary increase of skin tightening, temporary body contouring, and vaginal treatments. With respect to vaginal treatments, we received a medical

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device license issued by Health Canada to market the Venus Fiore Feminine Health System (“Venus Fiore”) in Canada on July 14, 2021 and previously obtained a CE Mark for the Venus Fiore in March 2020. We intend to commence a limited launch of the Venus Fiore in Canada and the European Union in the third quarter of 2021. We believe our ARTAS^® ~~and NeoGraft~~^® ~~systems are complementary and give us a hair restoration product offering that can serve a broad segment of the market.~~

~~In the United States, we have obtained 510(k) clearance from the FDA for our Venus Freeze~~^® ~~and Venus Freeze Plus™, Venus Viva~~^® ~~and Venus Viva~~^® ~~MD, Venus Legacy~~^® ~~BX and Legacy~~^® ~~CX, Venus Versa~~^®~~, Venus Velocity™, Venus Bliss™, Venus Epileve™, ARTAS~~^® ~~and ARTAS~~^® iX Systems. Outside the United States, we market our technologies in over 60 countries across Europe, the Middle East, Africa, Asia-Pacific and Latin America. Because each country has its own regulatory scheme and clearance process, not every device is cleared or authorized for the same indications in each market in which a particular system is marketed.

As of the date of this prospectus, we operate directly in 19 international markets through our 16 direct offices in the United States, Canada, United Kingdom, Japan, South Korea, Mexico, Argentina, Colombia, Spain, France, Germany, Australia, China, Hong Kong, and Israel.

~~Risk Factors~~

Our operations and financial results are subject to various risk and uncertainties. Before deciding to invest in our securities, you should carefully consider the factors described below under “Risk Factors” beginning on page A-7 of this prospectus supplement and the other information included elsewhere in this prospectus supplement and the accompanying prospectus and the risk factors described under “Part I, Item 1A. Risk Factors” in our latest Form 10-K and Form 10-Q, which are incorporated herein by reference, any of which could adversely affect our business, results of operations, financial condition and prospects. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business operations.

~~Our Corporate Information~~

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~~THE OFFERING~~

~~Common stock offered by the Company~~

Up to $22,610,490.59 of shares of common stock that we may sell to Lincoln Park at our sole discretion from time to time in accordance with the Purchase Agreement, commencing on the date of this prospectus supplement until the expiry of the Purchase Agreement.

As of the date of this prospectus supplement, we have previously sold $8,389,509.41 of shares of common stock to Lincoln Park pursuant to the Purchase Agreement. Additionally, as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement, we previously issued 209,566 shares of our common stock to Lincoln Park, which we refer to as the “Commitment Shares.” We did not receive any cash proceeds from the issuance of the Commitment Shares.

~~Common stock to be outstanding post-offering~~

59,077,712 shares, assuming sale of 4,935,890 shares at a price of $2.06 per share, which was the closing price of our common stock on Nasdaq on October 12, 2021. The actual number of shares issued will vary depending on the sales prices in this offering, but (including prior sales to Lincoln Park under the Purchase Agreement) will not be greater than 7,763,411 shares, representing 19.99% of the shares of our common stock outstanding on the date of the Purchase Agreement, in accordance with Nasdaq Market rules.

~~Use of proceeds~~

We intend to use the net proceeds from this offering for general corporate purposes. Our management will retain broad discretion over the allocation of the net proceeds from the sale of the common stock. See “Use of Proceeds” on page A-10.

~~NASDAQ Global Market Symbol~~

~~“VERO”~~

~~Risk Factors~~

Investing in our securities involves a high degree of risk and purchasers of our common stock may lose their entire investment. See the information contained in or incorporated by reference under “Risk Factors” beginning on page A-7 ~~of this prospectus supplement, and in the documents incorporated by reference into this prospectus supplement before deciding to invest in our securities.~~

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~~The number of shares of our common stock shown above to be outstanding after this offering is based on 54,141,822 shares of common stock outstanding as of June 30, 2021, and excludes:~~

~~15,928,867 shares of common stock issuable upon the exercise of a warrants outstanding as of June 30, 2021 at a weighted average exercise price of $3.91 per share;~~

~~5,794,087 shares of common stock issuable upon the exercise of options outstanding as of June 30, 2021 at a weighted average exercise price of $3.94 per share;~~

~~8,213,880 shares of common stock issuable upon the conversion of convertible notes outstanding as of June 30, 2021; and~~

805,594 shares of common stock available for future issuance as of June 30, 2021 under the Venus Concept Inc. 2019 Incentive Award Plan, referred to as the “2019 Plan,” and the Venus Concept Ltd. 2010 Israeli Employee Share Option Plan, referred to as the “2010 Plan.”

~~Unless otherwise indicated, all information in this prospectus supplement assumes no exercise of outstanding options or warrants described above.~~

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~~RISK FACTORS~~

Investing in our common stock involves a high degree of risk. You should carefully consider and evaluate all of the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus before you decide to purchase shares of our common stock. In particular, you should carefully consider and evaluate the risks and uncertainties set forth below and those described in “Part I — Item 1A. Risk Factors” of our most recent Annual Report on Form 10-K, and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus supplement, and all other information contained in or incorporated by reference into this prospectus supplement and accompanying prospectus, as updated by our subsequent filings under the Exchange Act. Any of the risks and uncertainties set forth therein could materially and adversely affect our business, results of operations and financial condition and prospects, which in turn could materially and adversely affect the trading price or value of our common stock. As a result, you could lose all or part of your investment.

~~Risks Related to this Offering~~

The sale or issuance of our common stock to Lincoln Park may cause dilution and the sale of the shares of common stock by Lincoln Park that it acquires pursuant to the Purchase Agreement, or the perception that such sales may occur, could cause the price of our common stock to decrease.

On June 16, 2020, we entered into the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park committed to purchase up to $31.0 million of our common stock. As of the date of this prospectus supplement, Lincoln Park has purchased $8,389,509.41 of our common stock under the Purchase Agreement. Additionally, we previously issued 209,566 Commitment Shares to Lincoln Park as a fee for its commitment to purchase shares of our common stock under the Purchase Agreement. The remaining shares of our common stock that may be issued under the Purchase Agreement may be sold by us to Lincoln Park at our sole discretion from time to time until June 16, 2022. The purchase price for the shares that we may sell to Lincoln Park under the Purchase Agreement will fluctuate based on the trading price of our common stock. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to decrease. We generally have the right to control the timing and amount of any future sales of our shares to Lincoln Park. Additional sales of our common stock, if any, to Lincoln Park will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Lincoln Park all, some or none of the additional shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares to Lincoln Park, after Lincoln Park has acquired the shares, Lincoln Park may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to Lincoln Park by us could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock to Lincoln Park, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

~~Management will have broad discretion as to the use of the net proceeds from this offering, and may not use the proceeds effectively.~~

We currently anticipate that the net proceeds from this offering will be used for general corporate purposes. Our management has broad discretion over how these proceeds are used and could spend the proceeds in ways with which you may not agree, and the proceeds may not be invested in a manner that yields a favorable or any return.

~~The terms of the Purchase Agreement limit the amount of share of common stock we may issue to Lincoln Park, which may have an adverse effect on our liquidity.~~

The Purchase Agreement includes restrictions on our ability to sell shares of our common stock to Lincoln Park, including, subject to specified limitations, (x) if a sale would cause us to issue, in the aggregate, a number of shares greater 19.99% of our outstanding common stock immediately prior to the execution of the Purchase Agreement, or the “Exchange Cap,” or (y) if a sale would cause Lincoln Park and its affiliates to beneficially own more than 9.99% of our issued and outstanding common stock, or the “Beneficial Ownership Cap.” Accordingly, we cannot guarantee that we will be able to sell all $22,610,490.59 of remaining shares of common stock in this offering. If we cannot sell the full amount of the shares that Lincoln Park has committed to purchase because of these limitations, we may be required to utilize more costly and time-consuming means of accessing the capital markets, which could materially adversely affect our liquidity and cash position.

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~~You may experience future dilution as a result of future equity offerings.~~

In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by any investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by any investors in this offering.

~~We do not intend to pay dividends in the foreseeable future.~~

We have never declared or paid any cash dividend on our common stock. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. In addition, our ability to pay cash dividends is currently prohibited by the terms of our debt facilities, and any future debt financing arrangement may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. Any return to stockholders will therefore be limited to the appreciation of their stock.

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~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS~~

This prospectus supplement, the accompanying prospectus, and the documents incorporated by reference into this prospectus supplement, contains “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. In some cases, you can identify these statements by words such as such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements include, but are not limited to, statements about:

~~the expected synergies and cost savings from our merger with Venus Concept Ltd.;~~

~~the anticipated savings from our restructuring program;~~

~~our financial performance;~~

~~the continued growth in demand for our systems and other products;~~

~~our commercialization, marketing, distribution and manufacturing capabilities, plans and prospects;~~

~~the timing or likelihood of regulatory filings and approvals for our systems and other products;~~

~~the scope and timing of our investment in our commercial infrastructure and sale-force;~~

~~our expectations regarding the potential market size and the size of the patient populations for our systems and procedures;~~

~~the implementation of our business model and strategic plans for our business and technology;~~

~~the scope of protection we are able to establish and maintain for intellectual property rights covering our systems;~~

~~our ability to implement additional infrastructure and internal systems;~~

~~the research and development activities we intend to undertake in order to expand the approved indications of use for our existing products and new products;~~

~~the outcome of legal proceedings and investigations related to our business;~~

~~estimates of our expenses, future revenue and capital requirements;~~

~~our ability to raise additional capital;~~

~~developments and projections relating to our competitors and our industry, including competing technologies; and~~

~~general economic conditions, including the global economic impact of the COVID-19 pandemic.~~

These forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business and the industry in which we operate and management’s beliefs and assumptions and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. As a result, any or all of the forward-looking statements in this prospectus supplement and the documents incorporated by reference in this prospectus supplement may turn out to be inaccurate.

Factors which we currently believe could have a material adverse effect on our business operations and financial performance and condition include, but are not limited to, those risks and uncertainties described under “Item 1A – Risk Factors” in our most recent Annual Report on Form 10-K, under the heading “Item 1A – Risk Factors” in our most recent Annual Report on Form 10-K, and those contained in our other filings with the SEC that are incorporated by reference in this prospectus supplement and the accompanying prospectus. Many of these risks and uncertainties are currently amplified by and may continue to be amplified by the COVID-19 pandemic and the impact of varying governmental responses that affect our customers and the economies where we operate. You are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are based on information available to us as of the date of this prospectus and the date of any document incorporated by reference, as applicable. Unless required by law, we do not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise.

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~~USE OF PROCEEDS~~

We may receive up to $31.0 million in aggregate gross proceeds under the Purchase Agreement from any sales we make to Lincoln Park pursuant to the Purchase Agreement, which amount includes the $8,389,509.41 of shares of common stock previously sold to Lincoln Park pursuant prior to the date of this prospectus supplement. We estimate that the net proceeds to us from the sale of our common stock to Lincoln Park pursuant to the Purchase Agreement will be up to $30.2 million over an approximately 24-month period beginning on June 16, 2020 , the commencement of the offering, assuming that we sell the full amount of our common stock that we have the right, but not the obligation, to sell to Lincoln Park under the Purchase Agreement, and after other estimated fees and expenses. We may sell fewer than all of the shares offered by this prospectus supplement, in which case our net offering proceeds will be less. Because we are not obligated to sell any shares of our common stock under the Purchase Agreement in the future, the actual total offering amount and proceeds to us, if any, are not determinable at this time. There can be no assurance that we will receive any additional proceeds from the offering. See “Plan of Distribution” elsewhere in this prospectus supplement for more information.

We intend to use the net proceeds from this offering for working capital and general corporate purposes, which may include capital expenditures, debt repayment and research and development, sales and marketing and general and administrative expenses. Our management will retain broad discretion over the allocation of the net proceeds from the sale of shares of common stock in this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including the amount of cash generated by our operations, our cash needs, the rate of adoption of our products by our target customers and the efficiency of our product development and regulatory approval processes.

Investors will be relying on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering and could spend the proceeds in ways with which you may not agree, and the proceeds may not be invested in a manner that yields a favorable or any return.

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~~DILUTION~~

The sale of our common stock to Lincoln Park pursuant to the Purchase Agreement may have a dilutive impact on our stockholders. In addition, the lower our stock price is at the time we exercise our right to sell shares to Lincoln Park, the more shares of our common stock we will have to issue to Lincoln Park pursuant to the Purchase Agreement and our existing stockholders will experience greater dilution.

Our net tangible book value as of June 30, 2021 was approximately $19.7 million, or $0.36 per share of common stock. Net tangible book value per share is calculated by subtracting our total liabilities from our total tangible assets, which is total assets less intangible assets and goodwill, and dividing this amount by the number of shares of common stock outstanding as of June 30, 2021.

After giving effect to the assumed sale by us of an additional 4,935,890 shares of our common stock to Lincoln Park pursuant to the Purchase Agreement (which number excludes the 2,827,521 shares previously sold to Lincoln Park and the 209,566 shares previously issued to Lincoln Park as Commitment Shares, for which we received no consideration, in each case under the Purchase Agreement) at an assumed average sale price of $2.06 per share of our common stock, which was the last reported sale price of our common stock on Nasdaq on October 12, 2021, and without giving effect to the Exchange Cap under the Purchase Agreement, and after deducting estimated aggregate offering expenses payable by us, our net tangible book value as of June 30, 2021 would have been $29.9 million, or $0.51 per share of common stock. This represents an immediate increase in the net tangible book value of $0.15 per share to our existing stockholders and an immediate and substantial dilution in net tangible book value per share of $1.55 to new investors who participate in this offering.

~~The following table, in conjunction with the preceding paragraph, illustrates this per share dilution:~~

~~Assumed public offering price per share of common stock~~		~~$2.06~~
~~Net tangible book value per share as of June 30, 2021~~	~~$0.36~~
~~Increase in net tangible book value per share attributable to this offering~~	~~$0.15~~

~~Net tangible book value per share as adjusted after this offering~~		~~$0.51~~

~~Net dilution per share to new investors who participate in this offering~~		~~$1.55~~

Information in the above table is based on 54,141,822 shares outstanding as of June 30, 2021, and excludes shares of common stock issuable upon conversion of convertible notes and exercise of options, warrants and other rights outstanding as of June 30, 2021. If any shares are issued in connection with outstanding convertible notes, options, warrants or other rights outstanding, investors will experience further dilution. In addition, we may choose to raise additional capital based on market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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~~LINCOLN PARK TRANSACTION~~

~~General~~

On June 16, 2020, we entered into the Purchase Agreement with Lincoln Park. In connection with the Purchase Agreement, on June 16, 2020, we also entered into a registration rights agreement, or the “Registration Rights Agreement,” with Lincoln Park, pursuant to which we agreed to take specified actions to maintain the registration of the shares of our common stock subject to the offering described in this prospectus supplement and accompanying prospectus. Pursuant to the terms of the Purchase Agreement, Lincoln Park has agreed to purchase from us up to $31,000,000 of our common stock (subject to certain limitations) from time to time during the term of the Purchase Agreement, of which Lincoln Park has purchased $8,389,509.41 of shares of our common stock prior to the date of this prospectus supplement. Pursuant to the terms of the Purchase Agreement and Registration Rights Agreement, we have filed with the SEC this prospectus supplement regarding the sale under the Securities Act of the shares issuable to Lincoln Park under the Purchase Agreement. Previously, pursuant to the terms of the Purchase Agreement, we issued 209,566 Commitment Shares to Lincoln Park as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement.

We may, from time to time and at our sole discretion, direct Lincoln Park to purchase shares of our common stock, subject to the satisfaction of certain conditions set forth in the Purchase Agreement, at a purchase price per share based on the market price of our common stock at the time of sale as computed under the Purchase Agreement. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement.

Under applicable rules of the Nasdaq Global Market, in no event may we issue or sell to Lincoln Park under the Purchase Agreement shares of our common stock in excess of 7,763,411 shares (including the 2,827,521 shares previously purchased by Lincoln Park under the Purchase Agreement and the 209,566 shares constituting the Commitment Shares), which represents 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement, or the “Exchange Cap,” unless (i) we obtain stockholder approval to issue shares of our common stock in excess of the Exchange Cap or (ii) the average price of all applicable sales of our common stock to Lincoln Park under the Purchase Agreement equals or exceeds $3.9755 per share (which represents at least the Minimum Price as required by the Nasdaq rules, such that the transactions contemplated by the Purchase Agreement are exempt from the Exchange Cap limitation under applicable Nasdaq rules. In any event, the Purchase Agreement specifically provides that we may not issue or sell any shares of our common stock under the Purchase Agreement if such issuance or sale would breach any applicable rules or regulations of the Nasdaq Global Market.

The Purchase Agreement also prohibits us from directing Lincoln Park to purchase any shares of our common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park, would result in Lincoln Park and its affiliates exceeding the Beneficial Ownership Cap.

~~Purchase of Shares under the Purchase Agreement~~

~~Regular Purchases~~

Under the Purchase Agreement, on any business day selected by us, if the closing sale price of our common stock on Nasdaq is not below $0.50, we may direct Lincoln Park to purchase up to 50,000 shares of our common stock on such business day (or the purchase date), which we refer to as a Regular Purchase, provided, however, that (i) a Regular Purchase may be increased to up to 75,000 shares, if the closing sale price of our common stock on Nasdaq is not below $4.00 on the applicable purchase date; (ii) a Regular Purchase may be increased to up to 100,000 shares, if the closing sale price of our common stock on Nasdaq is not below $5.00 on the applicable purchase date and (iii) a Regular Purchase may be increased to up to 125,000 shares, if the closing sale price of our common stock on Nasdaq is not below $6.00 on the applicable purchase date. Lincoln Park’s committed under each Regular Purchase can not exceed $2,000,000. In each case, upon the parties’ mutual agreement, the maximum amount of any single Regular Purchase may be increased up to 1,000,000 shares. We may direct Lincoln Park to purchase shares in Regular Purchases as often as every business day. The foregoing share amounts and per share prices will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring after the date of the Purchase Agreement.

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~~The purchase price per share for each such Regular Purchase will be equal to the lesser of:~~

~~the lowest sale price for our common stock on Nasdaq during the purchase date of such shares; or~~

~~the average of the three lowest closing sale prices for our common stock on Nasdaq during the 10 consecutive business days prior to the purchase date of such shares.~~

~~Accelerated Purchases~~

We also have the right to direct Lincoln Park, on any business day on which we have properly submitted a Regular Purchase notice for the maximum amount allowed for such Regular Purchase to purchase an additional amount of our common stock, which we refer to as an Accelerated Purchase, of up to the lesser of:

~~300% of the number of shares to be purchased pursuant to such Regular Purchase; and~~

30% of the aggregate shares of our common stock traded on Nasdaq during all or, if certain trading volume or market price thresholds specified in the Purchase Agreement are crossed on the applicable Accelerated Purchase date, the portion of the normal trading hours on the applicable Accelerated Purchase date prior to such time that any one of such thresholds is crossed, which period of time on the applicable Accelerated Purchase date we refer to as the “Accelerated Purchase Measurement Period”.

~~The purchase price per share for each such Accelerated Purchase will be equal to the lesser of:~~

~~97% of the volume-weighted average price of our common stock on Nasdaq during the applicable Accelerated Purchase Measurement Period on the applicable Accelerated Purchase date; and~~

~~the closing sale price of our common stock on the applicable Accelerated Purchase date.~~

~~The parties may mutually agree to increase the number of shares to be purchased by Lincoln Park pursuant to any Accelerated Purchase.~~

~~Additional Accelerated Purchases~~

We also have the right to direct Lincoln Park on any business day on which an Accelerated Purchase has been completed and all of the shares to be purchased thereunder have been properly delivered to Lincoln Park in accordance with the Purchase Agreement to purchase an additional amount of our common stock, which we refer to as an Additional Accelerated Purchase, of up to the lesser of:

~~300% of the number of shares purchased pursuant to the applicable corresponding Regular Purchase; and~~

30% of the aggregate shares of our common stock traded on Nasdaq during a certain portion of the normal trading hours on the applicable Additional Accelerated Purchase date as determined in accordance with the Purchase Agreement, which period of time on the applicable Additional Accelerated Purchase date we refer to as the Additional Accelerated Purchase Measurement Period.

We may, in our sole discretion, submit multiple Additional Accelerated Purchase notices to Lincoln Park on a single Accelerated Purchase date, provided that all prior Accelerated Purchases and Additional Accelerated Purchases (including those that have occurred earlier on the same day) have been completed and all of the shares to be purchased thereunder have been properly delivered to Lincoln Park in accordance with the Purchase Agreement.

~~The purchase price per share for each such Additional Accelerated Purchase will be equal to the lower of:~~

97% of the volume-weighted average price of our common stock on Nasdaq during the applicable Additional Accelerated Purchase Measurement Period on the applicable Additional Accelerated Purchase date; and

~~the closing sale price of our common stock on Nasdaq on the applicable Additional Accelerated Purchase date.~~

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In the case of Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, the purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute the purchase price.

Other than as described above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales of our common stock to Lincoln Park.

~~Events of Default~~

~~Events of default under the Purchase Agreement include the following:~~

the effectiveness of the registration statement of which this prospectus supplement and accompanying prospectus form a part lapses for any reason (including, without limitation, the issuance of a stop order by the SEC), or any required prospectus supplement and accompanying prospectus are unavailable for the resale by Lincoln Park of our common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business days or for more than an aggregate of 60 business days in any 365-day period, but excluding a lapse or unavailability where (i) we terminate a registration statement after Lincoln Park has confirmed in writing that all of the shares of our common stock covered thereby have been resold or (ii) we supersede one registration statement with another registration statement, including (without limitation) by terminating a prior registration statement when it is effectively replaced with a new registration statement covering the shares of our common stock covered by the Purchase Agreement (provided in the case of this clause (ii) that all of the shares of our common stock covered by the superseded (or terminated) registration statement that have not theretofore been resold are included in the superseding (or new) registration statement);

~~suspension by the principal market of our common stock from trading for a period of one business day;~~

the de-listing of our common stock from the Nasdaq Global Market, our principal market, unless our common stock is immediately thereafter trading on the Nasdaq Global Select Market, the Nasdaq Capital Market, the New York Stock Exchange, the NYSE American, the OTC Bulletin Board or the OTC Markets (or any other comparable market);

the failure for any reason by our transfer agent to issue Purchase Shares to Lincoln Park within two business days after any purchase date, Accelerated Purchase date or Additional Accelerated Purchase date, as applicable, on which Lincoln Park is entitled to receive such Purchase Shares;

any breach of the representations, warranties, covenants or other terms or conditions contained in the Purchase Agreement or Registration Rights Agreement that has or could have a Material Adverse Effect (as defined in the Purchase Agreement) and, in the case of a breach of a covenant that is reasonably curable, that is not cured within a period of at least five business days;

our common stock ceases to be DTC authorized and ceases to participate in the DWAC/FAST systems or if we fail to maintain the service of our transfer agent (or a successor transfer agent) with respect to the issuance of Purchase Shares under the Purchase Agreement;

if at any time the Exchange Cap is reached and our stockholders have not approved the transactions contemplated by the Purchase Agreement in accordance with the applicable rules and regulations of the Nasdaq Global Market, to the extent applicable; or

~~any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us.~~

Lincoln Park does not have the right to terminate the Purchase Agreement upon any of the events of default set forth above, however, the Purchase Agreement will automatically terminate upon initiation of insolvency or bankruptcy proceedings by or against us. During an event of default, all of which are outside of Lincoln Park’s control, we are not permitted to direct Lincoln Park to purchase any shares of our common stock under the Purchase Agreement.

~~Our Termination Rights~~

~~We have the unconditional right, at any time, for any reason and without any payment or liability to us, to give one business day notice to Lincoln Park to terminate the Purchase Agreement.~~

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~~No Short-Selling or Hedging by Lincoln Park~~

Lincoln Park has agreed that neither it nor any of its affiliates shall engage in any direct or indirect short-selling or hedging of our common stock during any time prior to the termination of the Purchase Agreement.

~~Prohibitions on Variable Rate Transactions~~

Subject to specified exceptions included in the Purchase Agreement, we are limited in our ability to enter into specified variable rate transactions until the earliest of (i) June 16, 2022, (ii) three months following the termination of the Purchase Agreement and (iii) following the termination of the Purchase Agreement, the date on which Lincoln Park no longer holds any Shares. Such transactions include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of our common stock after the date of issuance, the issuance of securities with embedded anti-dilution provisions, the issuance of securities with an embedded put or call right or at a price subject to being reset after the initial issuance contingent on our business or market performance or entry into any new “equity line of credit.”

~~Effect of Performance of the Purchase Agreement on our Stockholders~~

All shares registered in this offering that have been or may be issued or sold by us to Lincoln Park under the Purchase Agreement are expected to be freely tradable. Shares registered in this offering may be sold over a period of up to 24 months commencing on June 16, 2020. The sale by Lincoln Park of a significant amount of shares registered in this offering at any given time could cause the market price of our common stock to decline and to be highly volatile. Sales of our common stock to Lincoln Park, if any, will depend upon market conditions and other factors to be determined by us, in our sole discretion. We may ultimately decide to sell to Lincoln Park all, some or none of the additional shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares to Lincoln Park, after Lincoln Park has acquired the shares, Lincoln Park may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to Lincoln Park by us under the Purchase Agreement may result in substantial dilution to the interests of other holders of our common stock. In addition, if we sell a substantial number of shares to Lincoln Park under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Lincoln Park may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any additional sales of our shares to Lincoln Park and the Purchase Agreement may be terminated by us at any time at our discretion without any cost to us.

Pursuant to the terms of the Purchase Agreement, we have the right, but not the obligation, to direct Lincoln Park to purchase up to $31,000,000 of our common stock, including the $8,389,509.41 in shares previously sold to Lincoln Park prior to the date of this prospectus supplement, but exclusive of the 209,566 Commitment Shares previously issued to Lincoln Park as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement. The Purchase Agreement prohibits us from issuing or selling to Lincoln Park under the Purchase Agreement (i) shares of our common stock in excess of the Exchange Cap, unless we obtain stockholder approval to issue shares in excess of the Exchange Cap or the average price of all applicable sales of our common stock to Lincoln Park under the Purchase Agreement equals or exceeds $3.9755 per share, such that the transactions contemplated by the Purchase Agreement are exempt from the Exchange Cap limitation under applicable Nasdaq rules and (ii) any shares of our common stock if those shares, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park, would exceed the Beneficial Ownership Cap.

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The following table sets forth the amount of gross proceeds we would receive from Lincoln Park from our sale of shares to Lincoln Park under the Purchase Agreement at varying purchase prices. As of the date of this prospectus supplement, we have issued or sold 3,037,087 shares of common stock to Lincoln Park at an average purchase price per share of $2.97, which includes the 2,827,521 shares previously purchased by Lincoln Park under the Purchase Agreement and the 209,566 shares constituting the Commitment Shares, for which we received no consideration.

Assumed Average
Purchase Price Per Share

Number of Registered
Shares to be Issued if
Full Purchase⁽¹⁾

Percentage of
Outstanding Shares
After Giving Effect to
the Issuance to
Lincoln Park⁽²⁾

Gross Proceeds from the Sale
of Shares to Lincoln
Park Under the $31 Million
Purchase Agreement
$2.06⁽³⁾

7,763,411

12.5%

$15,992,627
$3.00

7,763,411

12.5%

$23,290,233
$4.00

7,750,000

12.5%

$31,000,000
$5.00

6,200,000

10.3%

$31,000,000
$6.00

5,166,667

8.7%

$31,000,000
$7.00

4,428,571

7.6%

$31,000,000

~~(1)~~

Includes the total number of Purchase Shares that we would have sold under the Purchase Agreement at the corresponding assumed average purchase price set forth in the first column, up to the aggregate purchase price of $31,000,000, if available, while giving effect to the Exchange Cap and without regard for the Beneficial Ownership Cap, and excludes the Commitment Shares.

~~(2)~~

The denominator is based on 54,141,822 shares outstanding as of June 30, 2021 adjusted to include the issuance of the number of shares set forth in the adjacent column that we would have sold to Lincoln Park, assuming the average purchase price in the first column. The numerator is based on the number of shares issuable under the Purchase Agreement (that are the subject of this offering) at the corresponding assumed average purchase price set forth in the first column.

~~(3)~~

~~The closing sale price of our common stock on Nasdaq on October 12, 2021.~~

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~~PLAN OF DISTRIBUTION~~

Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to $22,610,490.59 in shares of our common stock to Lincoln Park pursuant to the Purchase Agreement. This prospectus supplement and the accompanying prospectus also cover the resale of these shares by Lincoln Park to the public. As of the date of this prospectus supplement, we have previously sold $8,389,509.41 of shares of common stock to Lincoln Park pursuant to the Purchase Agreement. Additionally, as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement, we previously issued 209,566 Commitment Shares to Lincoln Park. We did not receive any cash proceeds from the issuance of the Commitment Shares.

We may, from time to time and at our sole discretion, direct Lincoln Park to purchase shares of our common stock in amounts up to 50,000 shares on any single business day, which amounts may be increased to up to 125,000 shares of our common stock depending on the market price of our common stock at the time of sale, subject to, upon the parties mutual agreement, an increase of up to 1,000,000 shares per purchase, which share amounts and related market prices will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring after the date of the Purchase Agreement. In addition, upon notice to Lincoln Park, we may, from time to time and at our sole discretion, direct Lincoln Park to purchase additional shares of our common stock in “accelerated purchases,” and/or “additional accelerated purchases” as set forth in the Purchase Agreement. The purchase price per share is based on the market price of our common stock at the time of sale as computed under the Purchase Agreement. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement. See “Lincoln Park Transaction-Purchases of Shares under the Purchase Agreement.”

~~Lincoln Park is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.~~

We have agreed to indemnify Lincoln Park and certain other persons against certain liabilities in connection with the offering of shares of our common stock offered. The Company has agreed to reimburse Lincoln Park for certain of its expenses in connection with the offering.

Lincoln Park has represented to us that at no time prior to the Purchase Agreement has Lincoln Park or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Lincoln Park agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

We have advised Lincoln Park that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes Lincoln Park, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus supplement.

~~This offering will terminate on the date that all shares offered by this prospectus supplement have been sold to Lincoln Park.~~

~~Our common stock is listed on the Nasdaq Global Market under the symbol “VERO.” Our transfer agent is Computershare Inc.~~

~~LEGAL MATTERS~~

Dorsey & Whitney LLP will pass upon certain legal matters relating to the issuance and sale of the securities offered hereby on behalf of Venus Concept Inc. K&L Gates, LLP, Miami, Florida is counsel for Lincoln Park in connection with this offering.

~~EXPERTS~~

Our consolidated financial statements for the years ended December 31, 2020 and 2019, incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 29, 2021, have been so incorporated by reference in reliance upon the report of MNP LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

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~~WHERE YOU CAN FIND MORE INFORMATION~~

We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares of our common stock being offered hereby. This prospectus, which constitutes part of the registration statement, does not include all of the information contained in the registration statement and the exhibits, schedules and amendments to the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and to the exhibits and schedules to the registration statement. Statements contained in this prospectus about the contents of any contract, agreement or other document are not necessarily complete, and, in each instance, we refer you to the copy of the contract, agreement or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference. You should rely only on information contained in, or incorporated by reference into, this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference in this prospectus.

In addition, the SEC maintains an Internet website, which is located at http://www.sec.gov, that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. You may access the registration statement, of which this prospectus forms a part, at the SEC’s Internet website. Our reports on Forms 10-K, 10-Q and 8-K, and amendments to those reports, are also available for download, free of charge, as soon as reasonably practicable after these reports are filed with the SEC, at our website at https://www.venusconcept.com/en-us/. The content contained in, or that can be accessed through, our website is not a part of this prospectus.

~~INCORPORATION BY REFERENCE~~

We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC, including any Compensation Committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.

~~This prospectus incorporates by reference the documents set forth below that have previously been filed with the SEC.~~

•	~~our Annual Report on Form 10-K for the year ended December 31, 2020, filed on~~ ~~March 29, 2021;~~

•	~~the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2020, from our Definitive Proxy Statement on Schedule 14A, filed on~~ ~~April 26, 2021;~~

•	~~our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed on~~ ~~May 17, 2021,~~ ~~and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed on~~ ~~August 13, 2021;~~

•	~~our Current Reports on Form 8-K, filed on~~ ~~June 21, 2021,August 30, 2021~~ ~~and~~ ~~October 12, 2021;~~ ~~and~~

•	~~the description of our common stock contained in our registration statement on Form 8-A filed on~~ ~~October 10, 2017, including any amendments or reports filed for the purposes of updating this description.~~

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date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.

~~You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address:~~

~~Venus Concept Inc.~~

~~235 Yorkland Blvd., Suite 900~~

~~Toronto, Ontario M2J 4Y8~~

~~(877) 848-8430~~

~~Attention: General Counsel and Corporate Secretary~~

~~Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.~~

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~~Subject to Completion, Dated October 15, 2021~~

~~PROSPECTUS SUPPLEMENT~~

~~Up to 5,263,800 Shares of Common Stock Issuable Upon the Exercise of Outstanding Warrants~~

~~VENUS CONCEPT INC.~~

We are offering 5,263,800 shares of our common stock, par value $0.0001 per share, issuable upon the exercise of outstanding warrants, each of which we refer to as a “Warrant.” Each Warrant gives the holder the right to purchase one share of our common stock for a current exercise price of $2.50 per share. Each Warrant is exercisable until December 22, 2025.

The Warrants were issued in an offering on December 22, 2020, which we refer to as the “December 2020 Offering.” In the December 2020 Offering, we sold 11,250,000 shares of our common stock, and each such share of common stock was sold with one-half of a Warrant. While such shares of common stock and the Warrants were sold together in the December 2020 Offering, such shares of common stock and the Warrants were issued separately and were immediately separable following the completion of the December 2020 Offering. Of the 5,625,000 Warrants issued in the December 2020 Offering, 361,200 of such Warrants have been exercised prior to the date of this prospectus supplement, leaving 5,263,800 Warrants outstanding and unexercised as of the date of this prospectus supplement.

Our common stock currently trades on the Nasdaq Global Market under the symbol “VERO.” On October 12, 2021, the last reported sale price of our common stock on the Nasdaq Global Market was $2.06 per share.

We are an “emerging growth company” under applicable federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus supplement and future filings.

~~Investing in our securities involves a high degree of risk. You should carefully review and consider the risks and uncertainties described under the heading “Risk Factors” beginning on page B-~~6 ~~of this prospectus supplement and in Item 1A of our most recent Form 10-K and our most recent Form 10-Q.~~

~~The date of this prospectus supplement is , 2021.~~

~~TABLE OF CONTENTS~~

~~ABOUT THIS PROSPECTUS SUPPLEMENT~~

You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither we nor the underwriters have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus in their entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation by Reference.”

This prospectus supplement, the accompanying prospectus and the document incorporated herein and therein contain market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus supplement and the accompanying prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus supplement and accompanying prospectus and under similar headings in other documents that are incorporated by reference herein and therein. Accordingly, you should not place undue reliance on this information.

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~~B-2~~

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~~PROSPECTUS SUPPLEMENT SUMMARY~~

~~Business Overview~~

~~We derive revenue from the sale of products and services. Product revenue includes revenue from the following:~~

~~the sale, including traditional sales and subscription-based sales, of systems, inclusive of the main console and applicators/handpieces (referred to as system revenue);~~

~~marketing supplies and kits;~~

~~consumables and disposables;~~

~~service revenue; and~~

~~replacement applicators/handpieces.~~

~~Service revenue includes revenue derived from our VeroGrafters™ technician services, and our extended warranty service contracts provided to our existing customers.~~

~~Systems are sold through our subscription model, or through traditional sales contracts directly and through distributors.~~

Our subscription model includes an up-front fee and a monthly payment schedule, typically over a period of 36 months, with approximately 40% to 45% of total contract payments collected in the first year. To ensure that each monthly payment is made on time and that the customer’s system is serviced in accordance with the terms of the warranty, every product purchased under a subscription agreement requires a monthly activation code, which we provide to the customer upon receipt of the monthly payment. These recurring monthly payments provide our customers with enhanced financial transparency and predictability. If economic circumstances are appropriate, we provide customers in good standing with the opportunity to “upgrade” into our newest available or alternative Venus Concept technology throughout the subscription period. This structure can provide greater flexibility than traditional equipment leases secured through financing companies. We work closely with our customers to provide business recommendations that improve the quality of service outcomes, build patient traffic and improve financial returns for the customer’s business.

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~~Risk Factors~~

Our operations and financial results are subject to various risk and uncertainties. Before deciding to invest in our securities, you should carefully consider the factors described below under “Risk Factors” beginning on page B-6 of this prospectus supplement and the other information included elsewhere in this prospectus supplement and the accompanying prospectus and the risk factors described under “Part I, Item 1A. Risk Factors” in our latest Form 10-K and Form 10-Q, which are incorporated herein by reference, any of which could adversely affect our business, results of operations, financial condition and prospects. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business operations.

~~Our Corporate Information~~

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~~THE OFFERING~~

~~Common stock offered by us~~

This prospectus supplement and the accompanying prospectus relate to the offering of 5,263,800 shares of common stock issuable upon exercise of the Warrants. The exercise price of the Warrants and the number of shares of common stock into which the Warrants may be exercised are subject to adjustment in certain circumstances. See “Description of Warrants” on page B-10.

~~Common stock outstanding~~

~~54,141,822 shares of common stock.~~

~~Use of proceeds~~

We intend to use the net proceeds from the exercise of the Warrants for working capital and general corporate purposes, including the funding of research and development activities. Our management will retain broad discretion over the allocation of such net proceeds. See “Use of Proceeds” on page B-9 ~~for more information.~~

~~Risk factors~~

~~Before purchasing shares of our common stock, you should carefully consider the risk factors described in “Risk Factors” beginning on page B-~~6 ~~of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.~~

~~Nasdaq Global Market symbol~~

~~VERO~~

~~The number of shares of our common stock shown above to be outstanding is based on 54,141,822 shares of common stock outstanding as of June 30, 2021, and excludes:~~

15,928,867 shares of common stock issuable upon the exercise of a warrants outstanding as of June 30, 2021 at a weighted average exercise price of $3.91 per share (which warrants include the Warrants);

~~5,794,087 shares of common stock issuable upon the exercise of options outstanding as of June 30, 2021 at a weighted average exercise price of $3.94 per share;~~

~~8,213,880 shares of common stock issuable upon the conversion of convertible notes outstanding as of June 30, 2021; and~~

~~Unless otherwise indicated, all information in this prospectus supplement assumes no exercise of outstanding options or warrants described above (which warrants include the Warrants).~~

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~~RISK FACTORS~~

Investing in our common stock involves a high degree of risk. You should carefully consider and evaluate all of the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus before you decide to purchase shares of our common stock or Warrants. In particular, you should carefully consider and evaluate the risks and uncertainties set forth below and those described in “Part I—Item 1A. Risk Factors” of our most recent Annual Report on Form 10-K, and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus supplement, and all other information contained in or incorporated by reference into this prospectus supplement and accompanying prospectus, as updated by our subsequent filings under the Exchange Act. Any of the risks and uncertainties set forth therein could materially and adversely affect our business, results of operations and financial condition and prospects, which in turn could materially and adversely affect the trading price or value of our common stock and Warrants. As a result, you could lose all or part of your investment.

~~Risks Related to the Exercise of the Warrants~~

~~Management will have broad discretion as to the use of the net proceeds from any exercise of the Warrants, and may not use the proceeds effectively.~~

We currently anticipate that the net proceeds from any exercise of the Warrants will be used for working capital and general corporate purposes, including the funding of research and development activities. Our management has broad discretion over how these proceeds are used and could spend the proceeds in ways with which you may not agree, and the proceeds may not be invested in a manner that yields a favorable or any return.

~~As a new investor, you will incur substantial dilution as a result of any exercise of the Warrants and future equity issuances, and as a result, our share price could decline.~~

The exercise price of the Warrants will be substantially higher than the net tangible book value per share of our outstanding common stock. As a result, based on our pro forma capitalization as of June 30, 2021, investors exercising Warrants will incur immediate and substantial dilution of $1.95 per share, based on the exercise price of $2.50 per share. In addition, subject to market conditions and other factors, we could pursue raising additional funds in the future, as we continue to build our business and to repay outstanding debt. Accordingly, we may conduct substantial future offerings of equity or debt securities. The conversion of outstanding Convertible Notes, exercise of outstanding options and warrants and future equity issuances, including issuances of common stock pursuant to the Equity Line Agreement, future public offerings or future private placements of equity securities and any additional shares issued in connection with acquisitions, will also result in dilution to investors. In addition, the market price of our common stock could fall as a result of resales of any of these shares of common stock due to an increased number of shares available for sale in the market.

~~Future sales of shares of our common stock could cause our share price to decline.~~

A substantial portion of our outstanding common stock can be traded without restriction at any time. Further, some of our shares are currently restricted from resale as a result of securities laws, but will be able to be sold, subject to any applicable volume limitations under federal securities laws with respect to affiliate sales. If our existing security holders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market after legal restrictions on resale lapse, the trading price of our common stock could decline. In addition, shares of common stock that are subject to outstanding options will become eligible for sale in the public market to the extent permitted by the provisions of various vesting agreements. If these shares are sold, the trading price of our common stock could decline. These sales also might make it difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

The sale of our common stock under the Equity Line Agreement may cause substantial dilution to our stockholders, and such sales, or the anticipation of such sales, may cause the price of our common stock to decline.

In June 2020, we entered into a purchase agreement with Lincoln Park Capital Fund, LLC, or “Lincoln Park,” pursuant to which Lincoln Park is obligated to purchase up to $31.0 million in shares of our common stock, at our sole discretion, subject to the terms and conditions and limitations set forth in the purchase agreement. We refer to this arrangement as the “Equity Line Agreement.” The purchase price for the shares we may sell under

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Equity Line Agreement will vary based the market price of our common stock at the time we initiate a sale. Although we have the right to control whether we sell any shares, if at all, under this agreement, and we generally have the right to control the timing and amount of any such sales, we are subject to certain restrictions, including those that limit the number of shares we may sell. For example, the aggregate number of shares that we can sell to Lincoln Park under the Equity Line Agreement may in no case exceed 7.8 million shares (subject to adjustment) of common stock (which is equal to approximately 19.99% of the shares of the common stock outstanding immediately prior to the execution of the Equity Line Agreement), or the Exchange Cap, unless (i) stockholder approval is obtained to issue shares above the Exchange Cap, in which case the Exchange Cap will no longer apply, or (ii) the average price of all applicable sales of common stock to Lincoln Park under the Equity Line Agreement equals or exceeds $3.9755 per share (subject to adjustment) (which represents the minimum price, as defined under Nasdaq Listing Rule 5635(d), on the Nasdaq Global Market immediately preceding the signing of the Equity Line Agreement, such that the transactions contemplated by the Equity Line Agreement are exempt from the Exchange Cap limitation under applicable Nasdaq rules). Accordingly, we may not be able to utilize our Equity Line Agreement to raise additional capital when, or in the amounts, we desire. However, to the extent we do sell shares of our common stock under these agreements, such sales may result in substantial dilution to our existing stockholders, and such sales, or the anticipation of such sales, may cause the trading price of our common stock to decline.

~~We do not intend to pay dividends in the foreseeable future.~~

~~B-7~~