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Venus Concept Inc (VERO) Q2 2025 Earnings Call Highlights: Strategic Shifts Amidst Economic ...
Venus Concept Inc (VERO) Q2 2025 Earnings Call Highlights: Strategic Shifts Amidst Economic ...

Yahoo

time4 days ago

  • Business
  • Yahoo

Venus Concept Inc (VERO) Q2 2025 Earnings Call Highlights: Strategic Shifts Amidst Economic ...

Release Date: August 14, 2025 For the complete transcript of the earnings call, please refer to the full earnings call transcript. Positive Points Venus Concept Inc (NASDAQ:VERO) achieved a 15% quarter-over-quarter growth in Q2 2025, driven by strong execution despite a challenging environment. The company reported a 20% growth in total systems and subscription revenue, indicating robust demand in these segments. Cash system sales in the US increased to 65% of total US system sales in Q2 2025, up from 58% last year, reflecting a strategic shift towards higher quality cash revenues. Venus Concept Inc (NASDAQ:VERO) announced a strategic transaction to sell its Venus hair business for $20 million, allowing the company to focus on its core medical aesthetics business. The company made significant progress in improving its balance sheet, including reducing total debt obligations and enhancing its financial condition. Negative Points Second quarter revenue declined 5% year-over-year, with an 18% decrease in international sales offsetting a 5% increase in US sales. Gross profit decreased by 20% to $9.4 million, primarily due to economic uncertainty and tighter lending practices impacting capital equipment sales. Gross margin fell to 60.1% from 71.5% in the previous year, affected by supply disruptions and an adverse sales mix. Operating expenses increased by 6% to $18.5 million, indicating challenges in cost containment despite efforts to streamline operations. The company reported a net loss attributable to stockholders of $11.7 million for Q2 2025, compared to a net loss of $20 million in the same period last year. Q & A Highlights Warning! GuruFocus has detected 9 Warning Signs with VERO. Q: Can you provide more details on the strategic decision to sell the Venus hair business? A: Rajeev da Silva, CEO: The sale of the Venus hair business to Meta Health Group for $20 million is a strategic move to focus on our core global medical aesthetics business. This transaction is expected to improve revenue growth, lower operating expenses, enhance cash flow, and accelerate our path to long-term profitability. Meta Health Group, with its expertise in the aesthetic medical field, is an ideal acquirer to maximize the potential of the Venus hair business. Q: How did the company perform financially in the second quarter of 2025? A: Dominic Della Pena, CFO: We reported total revenue of $15.7 million, a 5% decrease year over year. The decline was driven by an 18% decrease in international revenue, partially offset by a 5% increase in U.S. revenue. Gross profit decreased by 20% to $9.4 million, primarily due to economic uncertainties and supply disruptions. Our net loss was $11.7 million, an improvement from the $20 million loss in the same quarter last year. Q: What are the current challenges impacting the company's performance? A: Rajeev da Silva, CEO: The global capital equipment environment remains uncertain, affecting the timing and pace of new system adoption. Factors such as customer financing pressures, economic uncertainty, high interest rates, and proposed tariffs are impacting system adoption. Our international business is particularly exposed to these macroeconomic headwinds. Q: What steps is Venus Concept taking to improve its financial condition? A: Dominic Della Pena, CFO: We have made significant progress in improving our balance sheet by amending agreements with our primary lender, increasing financing capacity, and exchanging convertible notes for preferred stock. We also raised $3.9 million through equity capital markets transactions. These efforts are aimed at enhancing our financial profile and supporting strategic growth initiatives. Q: What is the company's outlook for the remainder of 2025? A: Dominic Della Pena, CFO: Due to ongoing evaluations with lenders and investors, and current market conditions, we are not providing full-year 2025 financial guidance. However, we remain focused on managing cash burn, cost management, and strategic investments to support long-term growth. We are also exploring strategic alternatives to maximize shareholder value. For the complete transcript of the earnings call, please refer to the full earnings call transcript. This article first appeared on GuruFocus. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data

Venus Concept Stock Is Soaring On Friday - Here's Why
Venus Concept Stock Is Soaring On Friday - Here's Why

Yahoo

time06-06-2025

  • Business
  • Yahoo

Venus Concept Stock Is Soaring On Friday - Here's Why

Venus Concept Inc. (NASDAQ:VERO) shares are trading higher on Friday after disclosing that the firm entered into definitive agreements to purchase and sell 434,720 shares of common stock at a purchase price of $2.65 per share in a registered direct offering. In a concurrent private placement, the company will issue unregistered short-term warrants to purchase up to 869,440 shares of common stock at an exercise price of $2.65 per share. Venus expects approximately $1.15 million in gross proceeds from the offering. If fully exercised, the potential additional gross proceeds from the unregistered short-term warrants will be approximately $2.3 million. Venus anticipates the offering to close on or about June Concept also announced a strategic move Friday involving the divestiture of its hair restoration business in a $20 million cash deal aimed at strengthening its core medical aesthetics segment. The company has entered into a definitive agreement with MHG Co. Ltd, also known as Meta Healthcare Group, to sell its Venus Hair division. This deal is part of a broader strategy to boost financial stability and sharpen focus on high-growth areas. As per the terms, Meta Healthcare Group will acquire Meta Robotics LLC, a newly established Venus Concept subsidiary that encompasses the company's full hair restoration portfolio—including ARTAS and NeoGraft technologies—along with associated services, equipment, assets, and intellectual property. Meta will also take over Venus Concept's research and manufacturing facility in San Jose, California, and gain the rights to produce NeoGraft systems. In return, Meta will grant Venus Concept a perpetual, royalty-free global license covering certain patents included in the transaction. CEO Rajiv De Silva described the agreement as a step forward in Venus Concept's plan to unlock shareholder value. The capital raised is expected to help the firm reduce operating costs, improve cash flow, and enhance focus on its primary aesthetic device business. "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.," De Silva said. In fiscal year 2024, the Venus Hair business contributed approximately $12.5 million in revenue while incurring operational cash usage of around $6.7 million. Price Action: VERO shares traded higher by 35.1% to $3.230 at last check Friday. Read Next:Photo via Shutterstock Up Next: Transform your trading with Benzinga Edge's one-of-a-kind market trade ideas and tools. Click now to access unique insights that can set you ahead in today's competitive market. Get the latest stock analysis from Benzinga? This article Venus Concept Stock Is Soaring On Friday - Here's Why originally appeared on © 2025 Benzinga does not provide investment advice. All rights reserved. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data

Venus Concept Announces Definitive Agreement to Sell Venus Hair Business for $20 Million
Venus Concept Announces Definitive Agreement to Sell Venus Hair Business for $20 Million

Yahoo

time06-06-2025

  • Business
  • Yahoo

Venus Concept Announces Definitive Agreement to Sell Venus Hair Business for $20 Million

TORONTO, June 06, 2025 (GLOBE NEWSWIRE) -- 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 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 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. CONTACT: Investor Relations Contact: ICR Healthcare on behalf of Venus Concept: Mike Piccinino, CFA VenusConceptIR@

Venus Concept Announces Definitive Agreement to Sell Venus Hair Business for $20 Million
Venus Concept Announces Definitive Agreement to Sell Venus Hair Business for $20 Million

Yahoo

time06-06-2025

  • Business
  • Yahoo

Venus Concept Announces Definitive Agreement to Sell Venus Hair Business for $20 Million

TORONTO, June 06, 2025 (GLOBE NEWSWIRE) -- 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 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 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. CONTACT: Investor Relations Contact: ICR Healthcare on behalf of Venus Concept: Mike Piccinino, CFA VenusConceptIR@ in to access your portfolio

Venus Concept Announces $1.5 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules
Venus Concept Announces $1.5 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules

Associated Press

time11-04-2025

  • Business
  • Associated Press

Venus Concept Announces $1.5 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules

TORONTO, April 11, 2025 (GLOBE NEWSWIRE) -- Venus Concept Inc. ('Venus Concept' or the 'Company') (NASDAQ: VERO), a global medical aesthetic technology leader, today announced that it has entered into definitive agreements for the purchase and sale of 386,700 shares of common stock at a purchase price of $4.06 per share in a registered direct offering priced at-the-market under Nasdaq rules. The closing of the offering is expected to occur on or about April 14, 2025, subject to the satisfaction of customary closing conditions. H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering. The gross proceeds to the Company from the offering are expected to be approximately $1.5 million, before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for general corporate purposes. The shares of common stock described above are being offered by the Company pursuant to a 'shelf' registration statement on Form S-3 (File No. 333-282811) that was declared effective by the Securities and Exchange Commission (the 'SEC') on November 1, 2024. The offering of the shares of common stock is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at [email protected]. This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. 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 12 direct markets. Venus Concept's product portfolio consists of aesthetic device platforms, including Venus Versa, Venus Versa Pro, Venus Legacy, Venus Velocity, Venus Fiore, Venus Viva, Venus Glow, Venus Bliss, Venus BlissMAX, Venus Epileve, Venus Viva MD and 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, Aperture Venture Partners, and Masters Special Situations. 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, including, without limitation, statements about the Company's financial condition, and other statements containing the words 'expect,' 'intend,' 'may,' 'will,' and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates, forecasts, and projections about the Company's business and the industry in which it 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 the Company's control. Factors that could materially affect the Company's business operations and financial performance and condition include, but are not limited to, the completion of the offering, the satisfaction of customary closing conditions related to the offering, the intended use of proceeds from the offering, those risks and uncertainties described under Part I Item 1A—'Risk Factors' in the Company's most recent Annual Report on Form 10-K, Part II Item 1A—'Risk Factors' in the Company's most recent Form 10-Q and in other documents the Company may file with the SEC. 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 the Company as of the date hereof. 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.

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