Venus Concept Inc. appointed new CEO

Item 5.02. 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On October 3, 2022, Venus Concept Inc. (the "Company") announced the separation of Domenic Serafino as Chief Executive Officer (the "CEO") and member of the Board of Directors, effective October 2, 2022.


On December 30, 2022, Mr. Serafino and Venus Concept Canada Corp. ("Venus") entered into a Minutes of Settlement Agreement (the "Settlement"). Pursuant to the terms of the Settlement, Mr. Serafino is entitled to receive, in connection with his separation, (i) a combined maximum total of USD $700,000 by October 15, 2023 (the "Pay Period") in accordance with the payment schedule set forth in the Settlement, representing 15 months of his regular base salary as at the Termination Date (the "Payment"), (ii) USD $363,000 in respect of earned but unpaid fiscal year 2021 bonus on or before December 31, 2022 and (iii) outstanding vacation pay for fifteen (15) accrued but unused vacation days on or before December 31, 2022. All payments are subject to applicable withholdings and deductions. Should Mr. Serafino obtain comparable employment within the Pay Period, any salary continuance and/or lump sum payments will automatically cease and Venus will pay to Mr. Serafino, in a lump sum, fifty per-cent (50%) of the remaining amount of the Payment.


In addition, Mr. Serafino's granted and unvested options, including Restricted Stock Units granted in March 2022, will continue to vest in the regular course per the vesting schedule of the respective grant. Once the final tranche of options vests, Mr. Serafino will have thirty (30) days to exercise any remaining unexercised options. In the event of a Change of Control (as defined in the Settlement), any remaining unpaid portion of the Payment will immediately become payable, and all unvested options shall immediately vest and become exercisable for ninety (90) days after Mr. Serafino is notified or becomes aware of the Change of Control. Venus will also contribute USD $5,000 in respect of Mr. Serafino's legal fees, to be paid directly to his counsel.


The Settlement provides for a general waiver and release of claims in favor of the Company and its affiliates and other customary provisions, including non-disclosure and non-disparagement provisions.


The Settlement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the material terms of the Settlement does not purport to be complete and is qualified in its entirety by reference to the exhibit attached hereto.