Venus Concept (VERO) 10-Q/A 2019 Q1 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q/A

(Amendment No. 1)

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                    TO                    

Commission FileNumber 001-38238

Restoration Robotics, Inc.

(Exact name of Registrant as specified in its Charter)

Delaware	06-1681204
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

128 Baytech Drive

San Jose, CA 95134

(408)883-6888

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Ticker Symbol	Name of each exchange on which registered
Common stock, par value $0.00001 per share	HAIR	The Nasdaq Global Market

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  ☒    NO  ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    YES  ☒    NO  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the Registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).    YES  ☐    NO  ☒

As of July 8, 2019, the registrant had 40,857,012 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents

		Page
Item 6.	Exhibits		4
	Signatures		5

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EXPLANATORY NOTE

Restoration Robotics, Inc. (the “Company,” “we,” or “our”) filed its Quarterly Report on Form10-Q for the quarterly period ended March 31, 2019 (the “Original Form10-Q”) with the Securities and Exchange Commission (the “SEC”) on May 15, 2019. The Company is filing this Amendment No. 1 to the Original Form10-Q (the “Form10-Q/A”) for the sole purpose of including missing language in the introductory section of paragraph 4, as well as to add subsection (b) of paragraph 4 of Exhibits 31.1 and 31.2 of Part II, Item 6 to the Form10-Q in accordance with Exchange ActRule 13a-14(a) and Item 601(b)(31) of RegulationS-K. Because this Form10-Q/A includes no financial statements, the Company is not filing with this Form10-Q/A any certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

No attempt has been made in this Form10-Q/A to modify or update the other disclosures presented in the Original Form10-Q, including, without limitation, the consolidated financial statements. This Form10-Q/A does not reflect events occurring after the filing of the Original Form10-Q or modify or update the disclosure in the Original Form10-Q, except as set forth in this Form10-Q/A, and should be read in conjunction with the Original Form10-Q and the Company’s other filings with the SEC.

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PART II OTHER INFORMATION

ITEM 6.  EXHIBITS

EXHIBIT INDEX

Exhibit Number	Exhibit Description	Form		Date		Number		Filed Herewith
3.1	Amended and Restated Certificate of Incorporation		8-K		10-17-17		3.1
3.4	Amended and Restated Bylaws		8-K		10-17-17		3.2
4.1	Reference is made to Exhibits  3.1 through3.2.
4.2	Form of Common Stock Certificate.		S-1/A		9-18-17		4.2
31.1	Certification of Principal Executive Officer Pursuant to Rules13a-14(a) and15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		10-Q		5-15-19		31.1
31.2	Certification of Principal Financial Officer Pursuant to Rules13a-14(a) and15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		10-Q		5-15-19		31.2
31.3	Certification of Principal Executive Officer Pursuant to Rules13a-14(a) and15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.								X
31.4	Certification of Principal Financial Officer Pursuant to Rules13a-14(a) and15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.								X
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section  906 of the Sarbanes-Oxley Act of 2002.		10-Q		5-15-19		32.1
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section  906 of the Sarbanes-Oxley Act of 2002.		10-Q		5-15-19		32.2
101.INS	XBRL Instance Document		10-Q		5-15-19		101.INS
101.SCH	XBRL Taxonomy Extension Schema Document		10-Q		5-15-19		101.SCH
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document		10-Q		5-15-19		101.CAL
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document		10-Q		5-15-19		101.DEF
101.LAB	XBRL Taxonomy Extension Label Linkbase Document		10-Q		5-15-19		101.LAB
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document		10-Q		5-15-19		101.PRE

* The certifications attached as Exhibit 32.1 and Exhibit 32.2 that were filed with the Original Form10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Restoration Robotics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Amendment No. 1 to the Quarterly Report on Form10-Q, irrespective of any general incorporation language contained in such filing.

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment No. 1 to the Annual Report on Form10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

		Restoration Robotics, Inc.
Date: July 9, 2019	By:	/s/ Ryan Rhodes
		Ryan Rhodes
		President, Chief Executive Officer and Director

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