0001382963-19-000137.txt : 20191107
0001382963-19-000137.hdr.sgml : 20191107
20191107214642
ACCESSION NUMBER: 0001382963-19-000137
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191107
FILED AS OF DATE: 20191107
DATE AS OF CHANGE: 20191107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Natale Anthony
CENTRAL INDEX KEY: 0001790258
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 191201915
MAIL ADDRESS:
STREET 1: 235 YORKLAND BLVD.
STREET 2: SUITE 900
CITY: TORONTO
STATE: A6
ZIP: M2J 4Y8
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Venus Concept Inc.
CENTRAL INDEX KEY: 0001409269
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 061681204
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 235 YORKLAND BLVD.
STREET 2: SUITE 900
CITY: TORONTO
STATE: A6
ZIP: M2J 4Y8
BUSINESS PHONE: 877-848-8430 X117
MAIL ADDRESS:
STREET 1: 235 YORKLAND BLVD.
STREET 2: SUITE 900
CITY: TORONTO
STATE: A6
ZIP: M2J 4Y8
FORMER COMPANY:
FORMER CONFORMED NAME: Restoration Robotics, Inc.
DATE OF NAME CHANGE: 20171121
FORMER COMPANY:
FORMER CONFORMED NAME: Restoration Robotics Inc
DATE OF NAME CHANGE: 20070808
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2019-11-07
0001409269
Venus Concept Inc.
VERO
0001790258
Natale Anthony
C/O VENUS CONCEPT INC.
235 YORKLAND BLVD., SUITE 900
TORONTO
A6
M2J 4Y8
ONTARIO, CANADA
1
0
0
0
Common Stock
2019-11-07
4
A
0
129310
A
129310
I
By Partnership
Common Stock
2019-11-07
4
A
0
12384
A
141694
I
By Partnership
Common Stock
2019-11-07
4
A
0
23324
A
165018
I
By Partnership
Common Stock
2019-11-07
4
A
0
571214
A
736232
I
By Partnership
Common Stock
2019-11-07
4
A
0
51297
A
787529
I
By Partnership
Common Stock
2019-11-07
4
A
0
4912
A
792441
I
By Partnership
Common Stock
2019-11-07
4
A
0
9253
A
801694
I
By Partnership
Common Stock
2019-11-07
4
A
0
43627
A
845321
I
By Partnership
Common Stock
2019-11-07
4
A
0
20896
3.75
A
866217
I
By Partnership
Common Stock
2019-11-07
4
A
0
2001
3.75
A
868218
I
By Partnership
Common Stock
2019-11-07
4
A
0
3769
3.75
A
871987
I
By Partnership
Common Stock
2019-11-07
4
A
0
26666
3.75
A
898653
I
By Partnership
Employee Stock Options (right to buy)
5.25
2019-11-07
4
A
0
8650
0
A
2027-03-06
Common Stock
8650
8650
D
Employee Stock Options (right to buy)
5.25
2019-11-07
4
A
0
17301
A
2027-03-06
Common Stock
17301
17301
D
Warrants (right to buy)
6.00
2019-11-07
4
A
0
20896
A
2020-05-07
2024-11-07
Common Stock
10448
20896
I
By Partnership
Warrants (right to buy)
6.00
2019-11-07
4
A
0
2001
A
2020-05-07
2024-11-07
Common Stock
1000.5
2001
I
By Partnership
Warrants (right to buy)
6.00
2019-11-07
4
A
0
3769
A
2020-05-07
2024-11-07
Common Stock
1884.5
3769
I
By Partnership
Warrants (right to buy)
6.00
2019-11-07
4
A
0
26666
A
2020-05-07
2024-11-07
Common Stock
13333
26666
I
By Partnership
Received, in connection with the merger of a wholly-owned subsidiary of Restoration Robotics, Inc. with and into Venus Concept Ltd. (the "Merger"), in exchange for 224,221 shares of Series B Preferred Stock of Venus Concept Ltd.
Held by Aperture Venture Partners II, L.P. ("II"). The shares held directly by II, II-A, II-B and Aperture III Fund (each as defined below) are indirectly held by their general partners, Aperture Ventures II Management, LLC ("Aperture Management I") and Aperture Ventures III Management, LLC ("Aperture Management III" and, collectively with Aperture Management II, "Aperture Management") and each individual managing directors of Aperture Management (the "Managers"). The Managers of Aperture Management are Anthony Natale, Eric H. Sillman, Paul E. Tierney, Jr. and Thomas P. Cooper. Mr. Natale is a member of the Issuer's board of directors and a Manager of Aperture Management. Aperture Management and each of the Managers share voting and dispositive power over the ordinary shares directly held by II, II-A, II-B and Aperture III Fund. The Managers disclaim beneficial ownership of shares held by II, II-A, II-B and Aperture III Fund, except to extent of any pecuniary interest therein.
Received, in connection with the Merger, in exchange for 21,473 shares of Series B Preferred Stock of Venus Concept Ltd.
Held by Aperture Venture Partners II-A, L.P. ("II-A").
Received, in connection with the Merger, in exchange for 40,444 shares of Series B Preferred Stock of Venus Concept Ltd.
Held by Aperture Venture Partners II-B, L.P. ("II-B").
Received, in connection with the Merger, in exchange for 990,476 shares of Series B Preferred Stock of Venus Concept Ltd.
Held by Aperture Venture Partners III, L.P. ("Aperture III Fund").
Received, in connection with the Merger, upon the conversion of the outstanding principal and any accrued and unpaid interest of two 8% Convertible Promissory Notes issued by Venus Concept Ltd., dated as of August 14, 2019 and August 21, 2019, in the original principal amounts of $195,343.84 and $157,282.58, respectively.
Received, in connection with the Merger, upon the conversion of the outstanding principal and any accrued and unpaid interest of two 8% Convertible Promissory Notes issued by Venus Concept Ltd., dated as of August 14, 2019 and August 21, 2019, in the original principal amounts of $18,706.55 and $15,061.72, respectively.
Received, in connection with the Merger, upon the conversion of the outstanding principal and any accrued and unpaid interest of two 8% Convertible Promissory Notes issued by Venus Concept Ltd., dated as of August 14, 2019 and August 21, 2019, in the original principal amounts of $35,235.32 and $28,369.99, respectively.
Received, in connection with the Merger, upon the conversion of the outstanding principal and any accrued and unpaid interest of two 8% Convertible Promissory Notes issued by Venus Concept Ltd., dated as of August 14, 2019 and August 21, 2019, in the original principal amounts of $99,285.71 and $200,714.29, respectively.
These securities were purchased from the Issuer at a purchase price of $3.75 per unit, consisting of one share of Common Stock and a warrant exercisable for 0.5 shares of Common Stock, with two warrants exercisable for one share of Common Stock at an exercise price of $6.00 per share.
As of the Transaction Date, 7,208 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. Of the remaining balance, 721 options vest and become exercisable on each of December 6, 2019 and March 6, 2020.
Received, in connection with the Merger in exchange for an employee stock option to acquire 15,000 Venus Concept Ltd. ordinary shares with an original exercise price of $3.00 per share.
As of the Transaction Date, these options to acquire Common Stock of the Issuer are fully vested and exercisable.
Received, in connection with the Merger in exchange for an employee stock option to acquire 30,000 Venus Concept Ltd. ordinary shares with an original exercise price of $3.00 per share.
/s/ Domenic Di Sisto, attorney-in-fact
2019-11-07