Securities Registration: Employee Benefit Plan (s-8)
August 14 2020 - 8:02AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 14, 2020
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Venus Concept Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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06-1681204
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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235 Yorkland Blvd, Suite 900,
Toronto, Ontario
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M2J 4Y8
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(Address of Principal Executive Offices)
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(Zip Code)
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Venus Concept Inc. 2019 Incentive Award Plan
(Full Title of the Plan)
Domenic Di
Sisto
General Counsel and Corporate Secretary
Venus Concept Inc.
235
Yorkland Boulevard, Suite 900
Toronto, Ontario M2J 4Y8
(877) 848-8430
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Mark G. Pedretti, Esq.
Reed Smith LLP
599
Lexington Avenue, 22nd Floor
New York, New York 10022
Telephone: (212) 549-0408
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Jeffrey G. Aromatorio, Esq.
Reed Smith LLP
225 Fifth
Avenue
Pittsburgh, Pennsylvania 15222
Telephone: (412) 288-3364
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, a 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 Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate Offering
Price(2)
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share
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Shares reserved for future grant under the 2019
Plan
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1,195,772(3)
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$3.17
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$3,790,597.24
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$492.02
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act),
this registration statement shall also cover any additional shares of the Registrants common stock that become issuable under the Venus Concept Inc. 2019 Incentive Award Plan (the 2019 Plan), by reason of any stock dividend,
stock split, recapitalization or similar transaction effected without the Registrants receipt of consideration which would increase the number of outstanding shares of common stock.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)
and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future issuance under the 2019 Plan are based on the average of the high and the low price of the
Registrants common stock as reported on The NASDAQ Global Market on August 11, 2020.
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(3)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the
2019 Plan on January 1, 2020 pursuant to an evergreen provision contained in the 2019 Plan. Pursuant to such provision, on January 1 of each year from 2020 until 2029, the number of shares authorized for issuance under the 2019
Plan is automatically increased by the lesser of (a) four percent (4%) of the shares of the Registrants Common Stock outstanding on the last day of the immediately preceding fiscal year and (b) such smaller number of shares of the
Registrants Common Stock as determined by the Board.
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Proposed sale
to take place as soon after the effective date of the
registration statement as awards under the plan are exercised and/or vest.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional
1,195,772 shares of Common Stock of Venus Concept Inc. (the Registrant) issuable under the Venus Concept Inc. 2019 Incentive Award Plan (the 2019 Plan), none of which have been issued as of the date of this
Registration Statement. These additional shares of Common Stock are securities of the same class as other securities for which original registration statements on Form S-8 was filed with the Securities and
Exchange Commission (the SEC) on December 13, 2019 (File No. 333-235480) and remains effective.
These additional shares of Common Stock have become reserved for issuance as a result of the operation of the automatic annual increase
provision of the 2019 Plan. The 2019 Plan provides that the total number of shares subject to such plan will be increased annually on the first day of each year, beginning in 2020 and ending in 2029, by an amount equal to the lesser of (A) four
percent (4%) of the shares of the Registrants Common Stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of Shares as determined by the Board of Directors.
INCORPORATION BY REFERENCE OF CONTENTS
OF REGISTRATION STATEMENT ON FORM S-8
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed with the SEC on December 13, 2019 (File No. 333-235480) are incorporated by reference herein.
Reference is made under this Item 8 to the exhibit index included in this Registration Statement.
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Toronto, Province of Ontario, Canada,
on this 14th day of August, 2020.
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Venus Concept Inc.
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By:
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/s/ Domenic Serafino
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Domenic Serafino
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Domenic Serafino and
Domenic DiSisto and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act
for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto,
and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Domenic Serafino
Domenic Serafino
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Chief Executive Officer and Director
(Principal Executive Officer)
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August 14, 2020
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/s/ Domenic Della Penna
Domenic Della Penna
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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August 13, 2020
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/s/ Scott Barry
Scott Barry
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Chairman and Director
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August 14, 2020
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/s/ Garheng Kong
Garheng Kong, M.D.
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Director
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August 14, 2020
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/s/ Louise Lacchin
Louise Lacchin
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Director
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August 14, 2020
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/s/ Fritz LaPorte
Fritz LaPorte
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Director
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August 14, 2020
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/s/ Anthony Natale
Anthony Natale, M.D.
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Director
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August 12, 2020
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/s/ Keith Sullivan
Keith J. Sullivan
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Director
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August 12, 2020
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