Venus Concept Inc. Delisting from Nasdaq: An Investor's Guide

Event Description

Venus Concept Inc. has made the decision to voluntarily delist its common stock from the Nasdaq Capital Market and end its public reporting obligations with the U.S. Securities and Exchange Commission (SEC). This strategic move was approved by the company's Board of Directors.

This action comes after ongoing challenges, including the company's failure to meet Nasdaq's minimum $1.00 bid price requirement, which led to a non-compliance notice. Rather than attempting measures like a reverse stock split to regain compliance, the company opted to proactively remove its stock from the public market.

The company has stated its reasons for this voluntary delisting, framing it as a way to cut costs and focus on its core business. These reasons include:

• High Costs of Public Company Compliance: Maintaining a public listing and adhering to SEC and Nasdaq regulations involves significant annual legal, accounting, and administrative fees, which the company estimates to be in the millions of dollars.
• Low Trading Volumes & Liquidity: Venus Concept's stock saw limited trading activity on Nasdaq, contributing to its low share price and making it difficult for investors to trade easily.
• Regulatory Burdens: Strict SEC reporting requirements consume a lot of time and resources, which the company believes it can put to better use elsewhere.
• Focus on Long-Term Value Away from Public Scrutiny: The company believes operating outside the public market will allow it to better allocate resources to improving the business, focusing on operational efficiency and product development without the constant pressure of quarterly earnings or stock price fluctuations.

This decision clearly reflects the company's struggle with its low stock price and severe financial pressures, as highlighted by recent loan waivers. These factors suggest that the benefits of being publicly listed no longer outweighed the substantial costs and burdens.

Event Date/Timeline

Here's a quick look at the key dates for this delisting:

• January 14, 2026: The company secured crucial waivers from its lenders regarding certain cash requirements and an extension on a loan deadline until January 31, 2026. This shows the immediate financial challenges leading up to the delisting decision.
• January 20, 2026: The company's Board of Directors officially approved the plan for voluntary delisting and ending public reporting.
• January 21, 2026: Venus Concept announced this plan and issued a press release.
• Around January 30, 2026: The company plans to file a Form 25 with the SEC, which is the official notification to remove its stock from Nasdaq.
• Around February 6, 2026: The delisting from Nasdaq is expected to become effective, and trading of Venus Concept stock on Nasdaq will stop.
• Following Delisting: The company intends to file a Form 15 with the SEC to suspend its reporting obligations. This means they will no longer have to file annual, quarterly, and current reports.

Impact Assessment

This delisting marks a major shift with several important impacts:

• For the Company (Venus Concept): This restructuring is a strategic and financially driven move. While the company will give up the prestige and easier access to public capital markets, it expects significant cost savings and fewer regulatory burdens. This aims to stabilize its finances and operations by letting it focus resources on its core business without public market scrutiny. However, it also signals a retreat from public market funding and a fundamental change in how the company operates and funds its business. The company will no longer need to pursue a reverse stock split to meet Nasdaq's minimum bid price rule.
• For Investors and Day-to-Day Traders: This is a major and potentially negative change.
  • Trading Cessation: Trading of Venus Concept stock on Nasdaq will stop around February 6, 2026.
  • Move to OTC Market: The stock will likely move to a less formal, less regulated over-the-counter (OTC) market. OTC markets come with significantly higher risk, offer less transparency, and can make it extremely difficult to trade shares quickly or at a fair price.
  • Reduced Liquidity: Investors will find it much harder to buy or sell shares, potentially making the investment illiquid (difficult to convert to cash).
  • Significantly Less Information: The company will stop filing regular reports (annual, quarterly, and current reports) with the SEC. This will lead to a severe lack of public information about its financial health, operational performance, and strategic direction, making informed investment decisions nearly impossible.

The company's stated goal is to enhance "long-term stockholder value" away from the public eye through cost savings and reduced regulatory burden. However, the 8-K filing doesn't provide specific details on how the company plans to fund future operations, research and development, or growth initiatives without access to public capital. This remains a significant unknown for current investors.

Financial Impact

The delisting decision primarily comes from financial considerations and is expected to have both positive and negative financial implications.

For the company, the main positive financial impact is the anticipated significant annual cost savings from no longer being a public company. These savings include substantial legal, accounting, and administrative fees, estimated to be in the millions of dollars annually. These cost reductions should improve the company's financial efficiency and allow for better resource allocation towards core business operations.

However, the context for this decision highlights the company's severe underlying financial distress, including:

• Failure to meet Nasdaq's minimum bid price requirement, indicating a low market valuation.
• Recent waivers secured from lenders regarding certain cash requirements, suggesting covenant breaches or near-breaches.
• An extension on a loan deadline, explicitly indicating liquidity pressures and challenges in meeting debt obligations.
• The loss of access to public capital markets as a source of future funding.

For investors, the financial impact is expected to be severely negative. Moving the stock to the over-the-counter (OTC) market will likely lead to drastically reduced liquidity and potentially a significant decrease in share value, making it extremely difficult, if not impossible, to sell shares at a fair price. Ending public reporting will also eliminate transparency, further hindering investors' ability to assess financial performance and make informed decisions, significantly increasing the risk of a near-total loss of investment.

Key Takeaways for Investors

• Finality of Decision: This delisting is a final decision, not a warning or a temporary measure.
• Dramatic Change in Trading: Expect your shares to become extremely difficult to sell, potentially at a significantly lower price, once they move to the OTC market. This will severely reduce liquidity, and you may find yourself unable to exit your investment.
• Information Scarcity: The company will stop providing regular financial updates to the public. This will make it nearly impossible to track their performance, assess their financial health, or make informed decisions about your investment.
• Increased Risk & Potential for Total Loss: This situation adds a very significant layer of risk to owning Venus Concept stock. The value could plummet further, and shares could become completely illiquid (impossible to sell), leading to a near-total loss of your investment.
• Act Now: If you hold shares, understand the severe implications of OTC trading and reduced transparency. Consider your strategy immediately, before the Nasdaq delisting becomes effective.
• Sign of Severe Distress: While framed as a strategic move for cost savings, the underlying reasons (failure to meet Nasdaq listing requirements, low trading volume, high costs of compliance, and recent critical loan waivers) point to a company facing profound financial challenges and liquidity issues.