Form 8-K

VENUS CONCEPT INC.

Date: December 6, 2019

/s/ Domenic Della Penna

Domenic Della Penna

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2019

VENUS CONCEPT INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38238

06-1681204

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

235 Yorkland Blvd, Suite 900

Toronto, Ontario M2J 4Y8

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code (877) 848-8430

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share

VERO

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On November 30 2019, Venus Concept USA, a Delaware corporation (“Venus USA”) a wholly owned subsidiary of Venus Concept Inc., a Delaware corporation (formerly known as Restoration Robotics, Inc.) (the “Company”), entered into a settlement agreement (the “Settlement Agreement”) with Edge Systems LLC, a California limited liability company (“Edge”), settling a previously disclosed lawsuit filed by Edge against Venus USA in the United States District Court for the Southern District of Florida, captioned Edge Systems LLC v. Venus Concept USA Inc. (Case 0:18-cv-62588-RKA). The complaint alleged infringement of several patents by the Venus Glow system introduced into the U.S. market in 2018. The Settlement Agreement provides for a one-time upfront payment to Edge and a non-exclusive license to Venus USA to the patents asserted in the litigation related to the Venus Glow product and related tips. The license terminates upon the expiration of the asserted patents in August 2020. The case was dismissed with prejudice on December 4, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.