0000919574-22-006914.txt : 20221128
0000919574-22-006914.hdr.sgml : 20221128
20221128162810
ACCESSION NUMBER: 0000919574-22-006914
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221118
FILED AS OF DATE: 20221128
DATE AS OF CHANGE: 20221128
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Marlin Fund, Limited Partnership
CENTRAL INDEX KEY: 0000942668
STATE OF INCORPORATION: GA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 221425808
BUSINESS ADDRESS:
STREET 1: MASTERS CAPITAL MANAGEMENT, LLC
STREET 2: 3060 PEACHTREE ROAD NW, SUITE 1425
CITY: ATLANTA
STATE: GA
ZIP: 30305
BUSINESS PHONE: (404) 364-2021
MAIL ADDRESS:
STREET 1: MASTERS CAPITAL MANAGEMENT, LLC
STREET 2: 3060 PEACHTREE ROAD NW, SUITE 1425
CITY: ATLANTA
STATE: GA
ZIP: 30305
FORMER NAME:
FORMER CONFORMED NAME: MARLIN FUND L P
DATE OF NAME CHANGE: 19950322
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MASTERS CAPITAL MANAGEMENT LLC
CENTRAL INDEX KEY: 0001104186
STATE OF INCORPORATION: GA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 221425810
BUSINESS ADDRESS:
STREET 1: 3060 PEACHTREE ROAD NW
STREET 2: SUITE 1425
CITY: ATLANTA
STATE: GA
ZIP: 30305
BUSINESS PHONE: 4043642021
MAIL ADDRESS:
STREET 1: 3060 PEACHTREE ROAD NW
STREET 2: SUITE 1425
CITY: ATLANTA
STATE: GA
ZIP: 30305
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Marlin Fund II, Limited Partnership
CENTRAL INDEX KEY: 0001159087
STATE OF INCORPORATION: GA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 221425807
BUSINESS ADDRESS:
STREET 1: MASTERS CAPITAL MANAGEMENT, LLC
STREET 2: 3060 PEACHTREE ROAD NW, SUITE 1425
CITY: ATLANTA
STATE: GA
ZIP: 30305
BUSINESS PHONE: (404) 364-2021
MAIL ADDRESS:
STREET 1: MASTERS CAPITAL MANAGEMENT, LLC
STREET 2: 3060 PEACHTREE ROAD NW, SUITE 1425
CITY: ATLANTA
STATE: GA
ZIP: 30305
FORMER NAME:
FORMER CONFORMED NAME: MARLIN FUND II LP
DATE OF NAME CHANGE: 20010913
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Marlin Fund III, Limited Partnership
CENTRAL INDEX KEY: 0001467026
STATE OF INCORPORATION: GA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 221425806
BUSINESS ADDRESS:
STREET 1: MASTERS CAPITAL MANAGEMENT, LLC
STREET 2: 3060 PEACHTREE ROAD NW, SUITE 1425
CITY: ATLANTA
STATE: GA
ZIP: 30305
BUSINESS PHONE: (404) 364-2021
MAIL ADDRESS:
STREET 1: MASTERS CAPITAL MANAGEMENT, LLC
STREET 2: 3060 PEACHTREE ROAD NW, SUITE 1425
CITY: ATLANTA
STATE: GA
ZIP: 30305
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Masters Michael Willingham
CENTRAL INDEX KEY: 0001955652
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 221425811
MAIL ADDRESS:
STREET 1: 3060 PEACHTREE ROAD NW, SUITE 1425
CITY: ATLANTA
STATE: GA
ZIP: 30305
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MSS VC SPV LP
CENTRAL INDEX KEY: 0001899417
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 221425804
BUSINESS ADDRESS:
STREET 1: C/O MASTERS SPECIAL SITUATIONS, LLC
STREET 2: 3060 PEACHTREE ROAD, NW, STE.1425
CITY: ATLANTA
STATE: GA
ZIP: 30305
BUSINESS PHONE: 301-928-1859
MAIL ADDRESS:
STREET 1: C/O MASTERS SPECIAL SITUATIONS, LLC
STREET 2: 3060 PEACHTREE ROAD, NW, STE.1425
CITY: ATLANTA
STATE: GA
ZIP: 30305
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Masters Special Situations, LLC
CENTRAL INDEX KEY: 0001955368
STATE OF INCORPORATION: GA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 221425809
BUSINESS ADDRESS:
STREET 1: 3060 PEACHTREE ROAD NW, SUITE 1425
CITY: ATLANTA
STATE: GA
ZIP: 30305
BUSINESS PHONE: (404) 364-2021
MAIL ADDRESS:
STREET 1: 3060 PEACHTREE ROAD NW, SUITE 1425
CITY: ATLANTA
STATE: GA
ZIP: 30305
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Marlin Master Fund Offshore II, LP
CENTRAL INDEX KEY: 0001955651
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 221425805
BUSINESS ADDRESS:
STREET 1: WAYSTONE CORP SV (CAYMAN) LTD, STE 5B201
STREET 2: FL 2, 1 NEXUS WAY, CAMANA BAY, BOX 1344
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1108
BUSINESS PHONE: (404) 364-2021
MAIL ADDRESS:
STREET 1: WAYSTONE CORP SV (CAYMAN) LTD, STE 5B201
STREET 2: FL 2, 1 NEXUS WAY, CAMANA BAY, BOX 1344
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1108
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Venus Concept Inc.
CENTRAL INDEX KEY: 0001409269
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 061681204
STATE OF INCORPORATION: DE
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
3
1
ownership.xml
X0206
3
2022-11-18
0
0001409269
Venus Concept Inc.
VERO
0001955652
Masters Michael Willingham
3060 PEACHTREE ROAD NW, SUITE 1425
ATLANTA
GA
30305
0
0
1
0
0001104186
MASTERS CAPITAL MANAGEMENT LLC
3060 PEACHTREE ROAD, NW, SUITE 1425
ATLANTA
GA
30305
0
0
1
0
0001955368
Masters Special Situations, LLC
3060 PEACHTREE ROAD NW, SUITE 1425
ATLANTA
GA
30305
0
0
1
0
0000942668
Marlin Fund, Limited Partnership
C/O MASTERS CAPITAL MANAGEMENT, LLC
3060 PEACHTREE ROAD NW, SUITE 1425
ATLANTA
GA
30305
0
0
1
0
0001159087
Marlin Fund II, Limited Partnership
C/O MASTERS CAPITAL MANAGEMENT, LLC
3060 PEACHTREE ROAD NW, SUITE 1425
ATLANTA
GA
30305
0
0
1
0
0001467026
Marlin Fund III, Limited Partnership
C/O MASTERS CAPITAL MANAGEMENT, LLC
3060 PEACHTREE ROAD NW, SUITE 1425
ATLANTA
GA
30305
0
0
1
0
0001955651
Marlin Master Fund Offshore II, LP
C/O MASTERS CAPITAL MANAGEMENT, LLC
3060 PEACHTREE ROAD, NW, SUITE 1425
ATLANTA
GA
30305
0
0
1
0
0001899417
MSS VC SPV LP
C/O MASTERS SPECIAL SITUATIONS, LLC
3060 PEACHTREE ROAD, NW, STE.1425
ATLANTA
GA
30305
0
0
1
0
Common Stock, $0.0001 par value per share
2535198
I
By Marlin Fund, Limited Partnership
Common Stock, $0.0001 par value per share
1885401
I
By Marlin Fund II, Limited Partnership
Common Stock, $0.0001 par value per share
168502
I
By Marlin Fund III, Limited Partnership
Common Stock, $0.0001 par value per share
289899
I
By Marlin Master Fund Offshore II, LP
Common Stock, $0.0001 par value per share
21000
I
By Masters Capital Management, LLC
Common Stock, $0.0001 par value per share
4599173
I
By MSS VC SPV LP
Voting Convertible Preferred Stock
Common Stock, $0.0001 par value per share
4960000
I
By Marlin Fund, Limited Partnership
Voting Convertible Preferred Stock
Common Stock, $0.0001 par value per share
3940000
I
By Marlin Fund II, Limited Partnership
Voting Convertible Preferred Stock
Common Stock, $0.0001 par value per share
360000
I
By Marlin Fund III, Limited Partnership
Voting Convertible Preferred Stock
Common Stock, $0.0001 par value per share
740000
I
By Marlin Master Fund Offshore II, LP
Voting Convertible Preferred Stock
Common Stock, $0.0001 par value per share
3500000
I
By MSS VC SPV LP
These securities are held in the account of Marlin Fund, Limited Partnership, a private fund managed by Masters Capital Management, LLC ("MCM"). These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
These securities are held in the account of Marlin Fund II, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund II, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
These securities are held in the account of Marlin Fund III, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund III, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
These securities are held in the account of Marlin Master Fund Offshore II, LP, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Master Fund Offshore II, LP, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
These securities are held in the accounts of other clients advised by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as advisor to such accounts, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM.
These securities are held in the account of MSS VC SPV LP, a private fund managed by Masters Special Situations, LLC ("MSS"). These securities may be deemed to be beneficially owned by MSS by virtue of its role as the investment manager of such private fund and as managing member of MSS VC SPV GP, LLC, the general partner of such private fund, and Michael Masters by virtue of his role as the controlling founder of MSS.
Each share of voting convertible preferred stock, par value $0.0001 per share ("Voting Convertible Preferred Stock"), is convertible into shares of the Issuer's Common Stock, $0.0001 par value per share on a 1-for-10 basis at any time at the holder's election. The shares have no expiration date.
/s/ Michael Masters
2022-11-28
Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member
2022-11-28
Masters Special Situations, LLC, By: /s/ Michael Masters, Authorized Signatory
2022-11-28
Marlin Fund, Limited Partnership, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member
2022-11-28
Marlin Fund II, Limited Partnership, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member
2022-11-28
Marlin Fund III, Limited Partnership, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member
2022-11-28
Marlin Master Offshore II, LP, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member
2022-11-28
MSS VC SPV LP, By: MSS VC SPV GP, LLC, By: Masters Special Situations, LLC, By: /s/ Michael Masters, Michael Masters
2022-11-28