8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2025

VENUS CONCEPT INC.

(Exact name of registrant as specified in its charter)

235 Yorkland Blvd, Suite 900

Toronto, Ontario M2J 4Y8

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (877) 848-8430

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On June 25, 2025, Venus Concept Inc. (the “Company”) held its Annual and Special Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the proposals listed below. The final voting results for such proposals are set forth in the following table. The proposal is described in detail in the Company’s definitive proxy statement for the Annual Meeting, as supplemented on June 12, 2025.

1.          Election of Class II Directors:

2.          Ratification of the selection of MNP LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

3.          Approval of the issuance of up to 10,554,354 shares of common stock of the Company upon conversion of the 1,159,880 shares of Series Y Convertible Preferred Stock issued by the Company on May 24, 2024, September 26, 2024 and March 31, 2025.

4.          Approval of the issuance of up to 271,819 shares of common stock of the Company upon conversion of the 298,997 shares of Series X Convertible Preferred Stock issued by the Company on October 4, 2023 and quarterly thereafter in satisfaction of accrued interest.

5.          Approval of the issuance of up to 381,981 shares of common stock of the Company upon the conversion of the 1,575,810 shares of Senior Convertible Preferred Stock issued by the Company on May 15, 2023, July 12, 2023, September 8, 2023 and October 20, 2023.

6.          Approval of the issuance of up to 64,454 shares of common stock of the Company upon the conversion of the Secured Subordinated Convertible Notes issued by the Company on March 31, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.