0001382963-19-000138.txt : 20191107
0001382963-19-000138.hdr.sgml : 20191107
20191107214939
ACCESSION NUMBER: 0001382963-19-000138
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: Kong Garheng
CENTRAL INDEX KEY: 0001435183
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 191201917
MAIL ADDRESS:
STREET 1: 712 COLLEGE AVENUE
CITY: MENLO PARK
STATE: CA
ZIP: 94025
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
0001435183
Kong Garheng
C/O VENUS CONCEPT INC.
235 YORKLAND BLVD., SUITE 900
TORONTO
A6
M2J 4Y8
ONTARIO, CANADA
1
0
1
0
Common Stock
2019-11-07
4
A
0
1567474
A
1567474
I
By Partnership
Common Stock
2019-11-07
4
A
0
1094814
A
2662288
I
By Partnership
Common Stock
2019-11-07
4
A
0
1333333
3.75
A
3995621
I
By Partnership
Employee Stock Options (right to buy)
7.05
2019-11-07
4
A
0
17301
A
2027-11-08
Common Stock
17301
17301
I
By Partnership
Warrants (right to buy)
6.00
2019-11-07
4
A
0
1333333
A
2020-05-07
2024-11-07
Common Stock
666666.5
1333333
I
By Partnership
Received, in connection with the merger of a wholly-owned subsidiary of Restoration Robotics, Inc. with and into Venus Concept Ltd. (the "Merger"), in exchange for 2,272,548 shares, 98,807 shares and 346,620 shares of Series C Preferred Stock, Series C-1 Preferred Stock and Series D Preferred Stock of Venus Concept Ltd., respectively.
Held by HealthQuest Partners II, L.P. ("HealthQuest"). HealthQuest Venture Management II, L.L.C. ("HQVM II"), the general partner of HealthQuest, and Garheng Kong, the managing member of HQVM II, may be deemed to have sole voting and dispositive power with respect to the shares held of record by HealthQuest. Mr. Kong and HQVM II disclaim beneficial ownership of all shares held by HealthQuest except to the extent of any pecuniary interests therein.
Received in connection with the Merger, upon the conversion of the outstanding principal and any accrued and unpaid interest of three 8% Convertible Promissory Notes issued by Venus Concept Ltd., dated as of June 25, 2019, August 14, 2019 and August 21, 2019, in the original principal amounts of $2,500,000, $985,714.24 and $4,014,285.76, respectively.
These securities were purchased from the Issuer at a purchase price of $3.75 per unit, consisting of one share of Common Stock and a warrant exercisable for 0.5 shares of Common Stock, with two warrants exercisable for one share of Common Stock at an exercise price of $6.00 per share.
As of the Transaction Date, 8,285 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. Of the remaining balance, 361 options vest and become exercisable monthly from November 8, 2019 through November 8, 2021.
Received, in connection with the Merger, in exchange for an employee stock option to acquire 30,000 Venus Concept Ltd. ordinary shares for $4.00 per share.
Held by HealthQuest Capital Management Company, LLC ("HQCM"). Mr. Kong is the Managing Partner and controlling member of HQCM, and may be deemed to have sole voting and dispositive power with respect to the options held of record by HQCM. Mr. Kong disclaims beneficial interest over all of the securities owned by HQCM except to the extent of his pecuniary interest therein.
/s/ Domenic Di Sisto, attorney-in-fact
2019-11-07