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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Venus Concept Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
92332W105 (CUSIP Number) |
Manfred Yu 555 Twin Dolphin Drive Suite 370, Redwood City, CA, 94065 650-486-0801 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 92332W105 |
| 1 |
Name of reporting person
HealthQuest Partners II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,538,622.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to Row 7: 7,538,622 shares (including 60,000 shares issuable upon exercise of warrants and 223,345 shares issuable upon conversion of preferred stock), except that HealthQuest Venture Management II, L.L.C. ("HealthQuest Management"), the general partner of HealthQuest Partners II, L.P. ("HealthQuest II"), may be deemed to have sole voting power, and Dr. Garheng Kong ("Kong"), the managing member of HealthQuest Management, may be deemed to have sole power to vote these shares.
Note to row 8: See response to row 5.
Note to Row 9: 7,538,622 shares (including 60,000 shares issuable upon exercise of warrants and 223,345 shares issuable upon conversion of preferred stock), except that HealthQuest Management, the general partner of HealthQuest II, may be deemed to have sole dispositive power and Kong, the managing member of HealthQuest Management, may be deemed to have sole power to dispose of these shares.
Note to Row 13: Based on 7,255,277 shares of the Issuer's Common Stock outstanding as of December 31, 2024, as reported on the Issuer's Proxy Statement filed with the Securities Exchange Commission on January 10, 2025, plus 60,000 shares of Common Stock underlying the Issuer's warrants held by the Reporting Persons as of February 13, 2025 and 223,345 shares of Common Stock issuable upon conversion of Voting Preferred Stock held by the Reporting Persons as of February 13, 2025, which are treated as converted into Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
SCHEDULE 13D
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| CUSIP No. | 92332W105 |
| 1 |
Name of reporting person
HealthQuest Venture Management II, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,538,622.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Row 7: 7,538,622 shares (including 60,000 shares issuable upon exercise of warrants and 223,345 shares issuable upon conversion of preferred stock), all of which are owned directly by HealthQuest II. HealthQuest Management, the general partner of HealthQuest II, may be deemed to have sole voting power, and Kong, the managing member of HealthQuest Management, may be deemed to have sole power to vote these shares.
Note to row 8: See response to row 5.
Note to Row 9: 7,538,622 shares (including 60,000 shares issuable upon exercise of warrants and 223,345 shares issuable upon conversion of preferred stock), all of which are owned directly by HealthQuest II. HealthQuest Management, the general partner of HealthQuest II, may be deemed to have sole dispositive power, and Kong, the managing member of HealthQuest Management, may be deemed to have sole dispositive power over these shares.
Note to Row 13: Based on 7,255,277 shares of the Issuer's Common Stock outstanding as of December 31, 2024, as reported on the Issuer's Proxy Statement filed with the Securities Exchange Commission on January 10, 2025, plus 60,000 shares of Common Stock underlying the Issuer's warrants held by the Reporting Persons as of February 13, 2025 and 223,345 shares of Common Stock issuable upon conversion of Voting Preferred Stock held by the Reporting Persons as of February 13, 2025, which are treated as converted into Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
SCHEDULE 13D
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| CUSIP No. | 92332W105 |
| 1 |
Name of reporting person
Garheng Kong | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,546,860.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row 7: 7,546,860 shares (including 7,718 shares represented by options exercisable in full immediately and 520 shares represented by options exercisable within 60 days), 7,538,622 shares (including 60,000 shares issuable upon exercise of warrants and 223,345 shares issuable upon conversion of preferred stock) of which are owned directly by HealthQuest II. HealthQuest Management, the general partner of HealthQuest II, may be deemed to have sole dispositive power over the shares owned directly by HealthQuest II, and Kong, the managing member of HealthQuest Management, may be deemed to have sole power to dispose of these shares.
Note to row 8: See response to row 5.
Note to Row 9: 7,546,860 shares (including 7,718 shares represented by options exercisable in full immediately and 520 shares represented by options exercisable within 60 days), 7,538,622 shares (including 60,000 shares issuable upon exercise of warrants and 223,345 shares issuable upon conversion of preferred stock) of which are owned directly by HealthQuest II. HealthQuest Management, the general partner of HealthQuest II, may be deemed to have sole dispositive power over the shares owned directly by HealthQuest II, and Kong, the managing member of HealthQuest Management, may be deemed to have sole power to dispose of these shares.
Note to Row 13: Based on 7,255,277 shares of the Issuer's Common Stock outstanding as of December 31, 2024, as reported on the Issuer's Proxy Statement filed with the Securities Exchange Commission on January 10, 2025, plus 60,000 shares of Common Stock underlying the Issuer's warrants held by the Reporting Persons as of February 13, 2025 and 223,345 shares of Common Stock issuable upon conversion of Voting Preferred Stock held by the Reporting Persons as of February 13, 2025, which are treated as converted into Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value | |
| (b) | Name of Issuer:
Venus Concept Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
235 Yorkland Blvd., Suite 900, Toronto,
ONTARIO, CANADA
, M2J 4Y8. | |
Item 1 Comment:
This Amendment No. 5 ("Amendment No. 5") amends and restates the Statement on Schedule 13D initially filed on November 18, 2019 and amended on April 7, 2020, June 9, 2020, February 11, 2022 and November 23, 2022 (as amended, the "Original Schedule 13D"), and relates to the Reporting Persons' beneficial ownership of shares of the common stock, par value $0.0001 per share (the "Common Stock"), of Venus Concept, Inc. (the "Issuer"). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 5 have the meanings ascribed to them in the Original Schedule 13D. This Amendment No. 5 is being filed to update the aggregate percentage of the class of securities of the Issuer owned by the Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. The number of shares listed in Row 11 for each Reporting Person includes the 60,000 shares of Common Stock of the Issuer issuable upon the exercise of the warrants held by the Reporting Persons and 223,345 shares of Common Stock issuable upon conversion of Voting Preferred Stock held by the Reporting Persons. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. Regarding sole power to vote shares, see Row 7 of the cover page of each Reporting Person. Regarding shared power to vote shares, see Row 8 of the cover page of each Reporting Person. Regarding sole power to dispose of shares, see Row 9 of the cover page of each Reporting Person. Regarding shared power to dispose of shares, see Row 10 of the cover page of each Reporting Person. The percentage listed in Row 13 for HealthQuest II and HealthQuest Management was calculated based upon 7,255,277 shares of the Issuer's Common Stock outstanding as of December 31, 2024, as reported on the Issuer's Proxy Statement filed with the Securities Exchange Commission on January 10, 2025, plus 60,000 shares of Common Stock underlying the Issuer's warrants held by the Reporting Persons and 223,345shares of Common Stock issuable upon conversion of Voting Preferred Stock held by the Reporting Persons, which are treated as converted into Common Stock only for the purpose of computing the percentage ownership of HealthQuest II and HealthQuest Management. The percentage listed in Row 13 for Kong was calculated based upon 7,255,277 shares of the Issuer's Common Stock outstanding as of December 31, 2024, as reported on the Issuer's Proxy Statement filed with the Securities Exchange Commission on January 10, 2025, plus 60,000 shares of Common Stock underlying the Issuer's warrants held by the Reporting Persons as of February 13, 2025, plus 223,345 shares of Common Stock issuable upon conversion of Voting Preferred Stock held by the Reporting Persons as of February 13, 2025, plus 7,718 shares represented by options exercisable in full immediately by Kong and 520 shares represented by options exercisable within 60 days by Kong, which are treated as converted into Common Stock only for the purpose of computing the percentage ownership of Kong. | |
| (b) | See response to 5(a). | |
| Item 7. | Material to be Filed as Exhibits. | |
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the undersigned. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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