As filed with the Securities and Exchange Commission on November 22, 2023April 8, 2024
Delaware | | | 3841 | | | 06-1681204 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | Emerging growth company | | | ☐ |
Name of Selling Stockholders | | | Beneficially Owned Before Offering | | | Shares of Common Stock Offered Under this Prospectus | | | Beneficially Owned After Offering(1) | ||||||
| Number | | | Percentage | | | Number | | | Percentage | |||||
EW Healthcare Partners, L.P. and related investment entities(2) | | | 3,505,084 | | | 44.12% | | | 1,090,402 | | | 2,414,682 | | | 30.39% |
Name of Selling Stockholders | | | Beneficially Owned Before Offering | | | Shares of Common Stock Offered Under this Prospectus | | | Beneficially Owned After Offering(1) | ||||||
| | Number | | | Percentage | | | Number | | | Percentage | ||||
EWHP and EWHP-A | | | 5,150,110(2) | | | 49.44% | | | 1,644,400 | | | 3,505,710(2) | | | 33.66% |
(1) | Assumes that all of the shares of |
(2) | The shares of |
○ | in one or more transactions at a fixed price or prices, which may be changed from time to time; |
○ | at market prices prevailing at the times of sale; |
○ | at prices related to such prevailing market prices; or |
○ | at negotiated prices; |
○ | on a national securities exchange; |
○ | in the over-the-counter market; or |
○ | in transactions otherwise than on an exchange or in the over-the-counter market, or in combination; |
• | our Annual Report on Form 10-K for the year ended December 31, |
• | our Current Reports on Form 8-K, filed on January |
• | the description of our |
Item 14. | Other Expenses of Issuance and Distribution |
SEC registration fee | | | $ |
Legal fees and expenses | | | $ |
Accounting fees and expenses | | | $ |
Total | | | $ |
Item 15. | Indemnification of Directors and Officers |
Item 16. | Exhibits |
(a) | Exhibits |
Exhibit Number | | | Exhibit Description | | | Form | | | Filing Date |
| | Amended and Restated Certificate of Incorporation of Restoration Robotics, Inc. | | | 8-K | | | 10-17-17 | |
| | Certificate of Amendment of Certificate of Incorporation of Restoration Robotics, Inc. | | | 8-K | | | 11-7-19 | |
| | Certificate of Designations of Voting Convertible Preferred Stock of Venus Concept Inc. | | | 8-K | | | 11-18-22 | |
| | Certificate of Amendment of Certificate of Incorporation of Venus Concept Inc. | | | 8-K | | | 5-11-23 | |
| | Certificate of Elimination of Nonvoting Convertible Preferred Stock of Venus Concept Inc. | | | 8-K | | | 5-15-23 | |
| | Certificate of Designations of Senior Convertible Preferred Stock of Venus Concept Inc. | | | 8-K | | | 5-15-23 | |
| | Amendment to Certificate of Designations of Senior Convertible Preferred Stock of Venus Concept Inc. | | | 8-K | | | 6-26-23 | |
| | Certificate of Designations of Series X Convertible Preferred Stock of Venus Concept Inc. | | | 8-K | | | 10-5-23 | |
| | Second Amended and Restated Bylaws of Venus Concept Inc. | | | 8-K | | | 11-7-19 | |
| | Form of Common Stock Certificate | | | S-1/A | | | 9-18-17 | |
| | Opinion of Dorsey & Whitney LLP | | | | | |||
| | Consent of MNP LLP | | | | | |||
| | Consent of Dorsey & Whitney LLP (included in Exhibit 5.1) | | | | | |||
| | Power of Attorney | | | | | |||
| | Filing Fee Table | | | | |
* | Filed herewith. |
Item 17. | Undertakings |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(i) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall |
| | VENUS CONCEPT INC. | ||||
| | | | |||
| | By: | | | /s/ Rajiv De Silva | |
| | | | Rajiv De Silva | ||
| | | | Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/ Rajiv De Silva | | | Chief Executive Officer and Director (Principal Executive Officer) | | | |
Rajiv De Silva | | |||||
| | | | |||
| | Chief Financial Officer (Principal Financial and Accounting Officer) | | | ||
Domenic Della Penna | | |||||
| | | | |||
| | Chairman and Director | | | ||
Scott Barry | | |||||
| | | | |||
| | Director | | | ||
Garheng Kong, M.D. | | |||||
| | | | |||
| | Director | | | ||
Louise Lacchin | | |||||
| | | | |||
| | Director | | | ||
Fritz LaPorte | | |||||
| | | | |||
| | Director | | | ||
Anthony Natale, M.D. | | |||||
| | | | |||
| | Director | | | ||
Keith Sullivan | | |||||
| | | | |||
| | Director | | | ||
Stanley Tyler Hollmig, M.D. | |