Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 8:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
(Name of Issuer)
|
Common Stock, $0.0001 par value per share
|
(Title of Class of Securities)
92332W 105
(CUSIP Number)
|
Steven Peck, Esq.
Michael Saliba, Esq.
Proskauer Rose LLP
Eleven Times Square
New York, NY 10036-8299
(212) 969-3000
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 31, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
*
|
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
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)
CUSIP No. 92332W 105
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
SEDCO Capital Cayman Limited
|
2.
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
1,954,999
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
1,954,999
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,954,999
|
10.
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
11.
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
3.6%
|
12.
|
|
TYPE OF REPORTING PERSON
(see instructions)
OO
|
CUSIP No. 92332W 105
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
SC Venus US Limited
|
2.
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
2,799,999
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
2,799,999
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,799,999
|
10.
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
11.
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.1%
|
12.
|
|
TYPE OF REPORTING PERSON
(see instructions)
OO
|
CUSIP No. 92332W 105
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
SC Venus Opportunities Limited
|
2.
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
2,799,999
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
2,799,999
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,799,999
|
10.
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
11.
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.1%
|
12.
|
|
TYPE OF REPORTING PERSON
(see instructions)
OO
|
CUSIP No. 92332W 105
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
SEDCO Capital Global Funds - SC Private Equity Global Fund IV
|
2.
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Luxembourg
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
2,800,000
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
2,800,000
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,800,000
|
10.
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
11.
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
5.1%
|
12.
|
|
TYPE OF REPORTING PERSON
(see instructions)
OO
|
CUSIP No. 92332W 105
|
|
|
|
|
|
|
1.
|
|
NAMES OF REPORTING PERSONS
Saudi Economic and Development Securities Company
|
2.
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC USE ONLY
|
4.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Kingdom of Saudi
Arabia
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5.
|
|
SOLE VOTING POWER
0
|
|
6.
|
|
SHARED VOTING POWER
10,354,997
|
|
7.
|
|
SOLE DISPOSITIVE POWER
0
|
|
8.
|
|
SHARED DISPOSITIVE POWER
10,354,997
|
|
|
|
|
|
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,354,997
|
10.
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
11.
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
18.0%
|
12.
|
|
TYPE OF REPORTING PERSON
(see instructions)
OO
|
Explanatory Note
This Schedule 13G is filed to report the Reporting Persons beneficial ownership of shares of common stock, $0.0001 par value per share, of Venus Concept
Inc. (the common stock). The Reporting Persons current beneficial ownership of the common stock is set forth on the cover pages hereto.
|
|
|
|
|
|
|
|
Item 1.
|
|
(a)
|
|
Name of Issuer:
|
|
|
|
|
|
|
|
Venus Concept Inc.
|
|
|
|
|
|
(b)
|
|
Address of Issuers Principal Executive Offices:
|
|
|
|
|
|
|
|
235 Yorkland Blvd, Suite 900
Toronto, Ontario
M2J 4Y8
|
|
|
Item 2.
|
|
(a) through (c):
|
|
|
|
|
This Schedule 13G is being jointly filed by and on behalf of each of SEDCO Capital Cayman Limited, SC Venus US Limited, SC Venus Opportunities Limited, SEDCO Capital Global FundsSC Private Equity Global Fund IV and
Saudi Economic and Development Securities Company (each, a Reporting Person, and together, the Reporting Persons). SEDCO Capital Cayman Limited, SC Venus US Limited, SC Venus Opportunities Limited and SEDCO Capital Global
FundsSC Private Equity Global Fund IV are the record holders of the securities set forth on the cover pages hereto. Saudi Economic and Development Securities Company is the investment manager of SC Venus US Limited, SC Venus Opportunities
Limited and SEDCO Capital Global FundsSC Private Equity Global Fund IV and may be deemed to beneficially own securities held by SC Venus US Limited, SC Venus Opportunities Limited or SEDCO Capital Global FundsSC Private Equity Global
Fund IV. Saudi Economic and Development Securities Company is the parent of SEDCO Capital Cayman Limited and may be deemed to beneficially own securities held by SEDCO Capital Cayman Limited.
|
|
|
|
|
|
(a)-(c)
|
|
Name, Address and Citizenship of Reporting Persons
Reporting Person: SEDCO Capital Cayman Limited
Address: P.O. Box
309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Place of Organization: Cayman Islands
Reporting Person: SC Venus US Limited
Address: P.O. Box 709,
Willow House, Cricket Square
Grand Cayman, KY1-1107, Cayman Islands
Place of Organization: Cayman Islands
SC Venus Opportunities Limited
Address: P.O. Box 709, Willow
House, Cricket Square
Grand Cayman, KY1-1107, Cayman Islands
Place of Organization: Cayman Islands
SEDCO Capital Global Funds - SC Private Equity Global Fund IV
Address: 5 Rue Jean Monnet
Luxembourg, L-2180
Place of Organization: Luxembourg
|
|
|
|
|
|
|
|
|
|
|
|
|
Saudi Economic and Development Securities Company
Address: King Abdulaziz Road, Al Morjan Dist.,
P.O. Box 13396,
Jeddah 21493, Kingdom of Saudi Arabia
Place of Organization: Kingdom of Saudi Arabia
|
|
|
|
|
|
(d)
|
|
Title of Class of Securities
|
|
|
|
|
|
|
|
Common Stock, $0.0001 par value per share.
|
|
|
|
|
|
(e)
|
|
CUSIP Number
|
|
|
|
|
|
|
|
92332W 105
|
|
|
|
|
|
|
|
|
|
Item 3.
|
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
|
|
|
|
|
(a)
|
|
☐
|
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
|
(b)
|
|
☐
|
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
(c)
|
|
☐
|
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
(d)
|
|
☐
|
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
|
(e)
|
|
☐
|
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
|
(f)
|
|
☐
|
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
|
|
|
|
(g)
|
|
☐
|
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
|
(h)
|
|
☐
|
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
|
(i)
|
|
☐
|
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
|
|
|
|
|
(j)
|
|
☐
|
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
|
Item 4.
|
|
Ownership.
|
|
|
|
|
Reference is made as to each of the Reporting Persons hereunder to Rows 5-9 and 11 of each of the cover pages of this Schedule 13G and
associated footnotes, which are incorporated by reference herein. The ownership percentages reported are based on 53,551,126 outstanding shares of common stock as of December 31, 2020, as reported in the Issuers Form S-3 filed on January 29,
2021, and warrants held by the Reporting Persons that may be exercised for an aggregate of 3,828,332 shares of common stock.
SEDCO Capital Cayman Limited directly holds 1,193,333 shares of common stock and warrants that may be exercised for 761,666 shares of common stock. SC Venus US
Limited directly holds 1,866,666 shares of common stock and warrants that may be exercised for 933,333 shares of common stock. SC Venus Opportunities Limited directly holds 1,866,666 shares of common stock and warrants that may be exercised for
933,333 shares of common stock. SEDCO Capital Global FundsSC Private Equity Global Fund IV directly holds 1,600,000 shares of common stock and warrants that may be exercised for 1,200,000 shares of common stock.
|
|
|
Item 5.
|
|
Ownership of Five Percent or Less of a Class.
|
|
|
|
|
Not applicable.
|
|
|
Item 6.
|
|
Ownership of More than Five Percent on Behalf of Another Person.
|
|
|
|
|
Not applicable.
|
|
|
|
Item 7.
|
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
|
|
|
|
Not applicable.
|
|
|
Item 8.
|
|
Identification and Classification of Members of the Group.
|
|
|
|
|
Not applicable.
|
|
|
Item 9.
|
|
Notice of Dissolution of Group.
|
|
|
|
|
Not applicable.
|
|
|
Item 10.
|
|
Certification.
|
|
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
|
SIGNATURES
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.
|
|
|
|
|
|
|
Date: February 16, 2021
|
|
|
|
|
|
SEDCO Capital Cayman Limited
/s/ Samer Shaaban
|
|
|
|
|
|
|
Name: Samer Shaaban
Title:
Director
|
|
|
|
|
|
|
|
|
|
|
SC Venus US Limited
/s/ Eisa Matouk Abdulatie
|
|
|
|
|
|
|
Name: Eisa Matouk Abdulatie
Title:
Director
|
|
|
|
|
|
|
|
|
|
|
SC Venus Opportunities Limited
/s/ Eisa Matouk Abdulatie
|
|
|
|
|
|
|
Name: Eisa Matouk Abdulatie
Title:
Director
|
|
|
|
|
|
|
|
|
|
|
SEDCO Capital Global Funds SC Private Equity
Global Fund IV
/s/ Valerio Salvati
Name:
Valerio Salvati
Title: Director
Saudi Economic and Development Securities Company
/s/ Valerio Salvati
|
|
|
|
|
|
|
Name: Valerio Salvati
Title:
Director
|
Exhibit Index
|
|
|
Exhibit
|
|
Description of Exhibit
|
|
|
99.1
|
|
Joint Filing Agreement dated February 16, 2021
|
Venus Concept (NASDAQ:VERO)
Historical Stock Chart
From Aug 2024 to Sep 2024
Venus Concept (NASDAQ:VERO)
Historical Stock Chart
From Sep 2023 to Sep 2024