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