0001382963-19-000115.txt : 20191107 0001382963-19-000115.hdr.sgml : 20191107 20191107203515 ACCESSION NUMBER: 0001382963-19-000115 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: MOLL FREDERIC H CENTRAL INDEX KEY: 0001260157 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38238 FILM NUMBER: 191201868 MAIL ADDRESS: STREET 1: C/O INTUITIVE SURGICAL INC STREET 2: 950 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 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 0001260157 MOLL FREDERIC H C/O VENUS CONCEPT INC. 235 YORKLAND BLVD., SUITE 900 TORONTO A6 M2J 4YB ONTARIO, CANADA 1 0 0 0 Common Stock 2019-11-07 4 A 0 145394 A 207381 D Common Stock 2019-11-07 4 C 0 452407 A 659788 D Common Stock 2019-11-07 4 C 0 290765 A 950553 D Unsecured Subordinated Convertible Promissory Note 2019-11-07 4 C 0 3000000.00 0 D 2020-08-28 Common Stock 452407 0 D Unsecured Subordinated Convertible Promissory Note 2019-11-07 4 C 0 2000000.00 0 D 2020-08-28 Common Stock 290765 0 D Received in connection with the Merger, upon the conversion of the outstanidng 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 $197,142.85 and $802,857.15, respectively. Dr. Moll's previously reported holdings of common stock of the Issuer of 929,809 shares was adjusted to reflect the Issuer's 1-for-15 reverse stock split that occurred on November 7, 2019, which resulted in Dr. Moll's ownership of 867,822 less shares of common stock. This Unsecured Subordinated Convertible Promissory Note was previously reported as covering 6,432,246 shares which conversion shares were adjusted to account for interest due thereon and reflect the 1-for-15 reverse stock split that occurred after the conversion on November 7, 2019. This Unsecured Subordinated Convertible Promissory Note was converted with a conversion price of $0.4664, which conversion occurred prior to the 1-for 15 reverse stock split that occurred on November 7, 2019. This Unsecured Subordinated Convertible Promissory Note was previously reported as covering 4,288,164 shares which conversion shares were adjusted to account for interest due thereon and reflect the 1-for-15 reverse stock split that occurred after the conversion on November 7, 2019. Through the date of conversion, the principal and interest under this Unsecured Subordinated Convertible Promissory Note, totaled $3,165,041.10 which total was converted into shares of common stock of the Issuer. This Unsecured Subordinated Convertible Promissory Note converted upon the consumation of the Merger, pursuant to its terms. Through the date of conversion, the principal and interest under this Unsecured Subordinated Convertible Promissory Note, totaled $2,034,191.85 which total was converted into shares of common stock of the Issuer. /s/ Frederic H. Moll 2019-11-07