Management Change/Compensation Form 8 K

As previously reported, on February 8, 2024, the board of directors (the "Board") of Venus Concept Inc. (the "Company") approved the award of transaction completion bonuses to Rajiv De Silva, Hemanth Varghese, Ph.D., Domenic Della Penna and Ross Portaro (each an "Awardee") to be paid in accordance with transaction completion bonus award letters (each an "Award Letter") upon completion of a Strategic Transaction resulting in a Change of Control (as such terms are defined in the Award Letters).

Each bonus payment is contingent upon the satisfaction of certain terms and conditions set forth in the respective Award Letters, including, but not limited to, (a) the successful completion of a Strategic Transaction resulting in a Change of Control, as determined by the Board, within the time period prescribed in the Award Letters and (b) the Awardee is an active, full-time employee of the Company, in good standing as determined in the reasonable discretion of the Board, on the Payment Date (as defined in the Award Letters).

On September 24, 2024, the Board resolved to extend the time period prescribed in the Awards Letters to successfully complete a Strategic Transaction resulting in a Change of Control by an additional twelve (12) months. All other Award Letter terms and conditions remain unamended and in full force and effect.

The form of notice to Awardees extending the time period to successfully complete a Strategic Transaction Resulting in a Change of Control is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.