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