VERO Venus Concept Inc

Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced today it has entered into a definitive agreement to sell its Venus Hair business to MHG Co. Ltd (“Meta Healthcare Group”) in an all-cash transaction valued at $20 million, subject to a customary working capital adjustment. The net proceeds from the transaction, once completed, will enhance the Company’s balance sheet and financial condition and provide valuable capital to fund strategic growth initiatives.

“We are pleased to announce one outcome of our evaluation of strategic alternatives to maximize shareholder value,” said Rajiv De Silva, Chief Executive Officer of Venus Concept. “Meta Healthcare Group is the ideal acquirer of the Venus Hair business in terms of its capabilities in the aesthetic medical field, including its presence in the hair transplant market, as well as its strategic investments.   Importantly, we believe this transaction strengthens Venus Concept by allowing us to focus on our global medical aesthetics business, which we expect will improve revenue growth, lower operating expenses, enhance the cash flow profile of the business and accelerate the path to long-term, sustainable profitability and growth. We are committed to ensuring a smooth transition for our employees, customers and other stakeholders, and we are confident Meta Healthcare Group will provide the strategic investment and resources needed to maximize the global addressable markets for the ARTAS and NeoGraft technologies.”

“We are excited to welcome the Venus Hair business to our diversified portfolio of private-brand products focused on medical devices, pharmaceuticals and cosmetics,” said Soohyun Kim, Chief Executive Officer of Meta Healthcare Group. “We believe the ARTAS and NeoGraft technologies represent differentiated solutions, addressing a large market serving patients in Asia, Europe and North America. The customer and brand loyalty for these technologies is impressive and we look forward to leveraging the strong relationships Venus has developed in support of their Hair business. Importantly, this acquisition not only aligns with our goal of expanding our hair loss-related business areas, such as hair loss care products and hair transplant surgical devices, but it will also enhance our R&D and manufacturing capabilities as well.”

Under the definitive agreement, Meta Healthcare Group will acquire Meta Robotics LLC, a newly formed subsidiary of Venus Concept, containing the Company’s portfolio of hair restoration and hair transplant technologies, related equipment, services and assets, including intellectual property relating to ARTAS and NeoGraft. Meta Healthcare Group will grant a perpetual, royalty-free, worldwide license to Venus Concept with respect to a subset of transferred patents. Additionally, Meta Healthcare Group will assume the Company’s manufacturing and research and development facility in San Jose, California, as well as the rights to manufacture NeoGraft.

The transaction is expected to close in the third quarter of 2025, subject to the satisfaction or waiver of certain closing conditions, including an internal reorganization of the Hair business within Meta Robotics LLC. Revenue from the sale of ARTAS and NeoGraft systems, procedure kits and warranty revenue totaled approximately $12.5 million in fiscal year 2024. Cash used in operations related to Venus Concept’s hair restoration and hair transplant businesses totaled approximately $6.7 million in fiscal year 2024 based on management estimates. The Company will file a Current Report on Form 8-K with the United States Securities and Exchange Commission containing additional information regarding the transaction.

The Company intends to continue its ongoing evaluation of strategic alternatives to maximize shareholder value.

Canaccord Genuity is serving as financial advisor and Dorsey & Whitney LLP is serving as legal counsel to Venus Concept on the transaction. Fredrikson & Byron P.A. is serving as U.S. legal counsel and Bae, Kim & Lee LLC is serving as Korea legal counsel to MHG Co., Ltd. on the transaction.

About Meta Healthcare Group

Meta Healthcare Group was established in February 2021 and is headquartered in Seoul, South Korea. As a leading MedTech company specializing in aesthetic medicine, MHG operates as a business holding company that develops and manages top-tier clinic brands across various aesthetic medical fields.

Meta Healthcare Group owns METAPHARM Co., Ltd, a company dedicated to the research, development, and manufacturing of medical devices, as well as Techlabs Co., Ltd, a medical marketing platform provider. Leveraging South Korea’s largest database in aesthetic medicine and strategic partnerships with top-tier clinics in major cities, Meta Healthcare Group actively invests in next-generation medical industries, including medical AI, medical robotics, and R&D and M&A initiatives that drive innovation in healthcare technology. Additional information can be found at https://metapharmeng.imweb.me/business.

About Venus Concept

Venus Concept is an innovative global medical aesthetic technology leader with a broad product portfolio of minimally invasive and non-invasive medical aesthetic and hair restoration technologies and reach in over 60 countries and 9 direct markets. Venus Concept's product portfolio consists of aesthetic device platforms, including Venus Versa, Venus Versa Pro, Venus Legacy, Venus Velocity, Venus Viva, Venus Glow, Venus Bliss, Venus Bliss MAX, Venus Epileve, Venus Viva MD and AI.ME. Venus Concept's hair restoration systems include NeoGraft® and the ARTAS iX® Robotic Hair Restoration system. Venus Concept has been backed by leading healthcare industry growth equity investors, including EW Healthcare Partners (formerly Essex Woodlands), HealthQuest Capital, Longitude Capital Management and Aperture Venture Partners.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. 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, but are not limited to, statements about the anticipated timing to complete the proposed transaction; the anticipated benefits of the proposed transaction; and the Company’s ability to consummate other strategic alternatives to maximize shareholder value. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business and the industry in which the Company operates 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 our forward-looking statements in this communication may turn out to be inaccurate. Factors that could materially affect our business operations and financial performance and condition include, but are not limited to, our ability to satisfy the conditions necessary to complete the proposed transaction, as well as those risks and uncertainties described under Part II Item 1A—“Risk Factors” in our Quarterly Reports on Form 10-Q and Part I Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 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 communication. Unless required by law, the Company does not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise.

Investor Relations Contact:

ICR Healthcare on behalf of Venus Concept:

Mike Piccinino, CFA

VenusConceptIR@westwicke.com