Small Company Offering and Sale of Securities Without Registration (d)
November 19 2019 - 2:55PM
Edgar (US Regulatory)
o
NoneEntity Type | 0001409269 | Restoration Robotics, Inc. Restoration Robotics Inc |
x
Corporation
o
Limited Partnership
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Limited Liability Company
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General Partnership
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Business Trust
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Other |
| Name of Issuer |
Venus Concept Inc. |
| Jurisdiction of Incorporation/Organization |
| DELAWARE |
| |
| Year of Incorporation/Organization |
| |
x
| Over Five Years Ago |
| |
o
| Within Last Five Years (Specify Year) | |
| |
o
| Yet to Be Formed | |
| 2. Principal Place of Business and Contact Information |
| Name of Issuer | |
| Venus Concept Inc. | |
| Street Address 1 | Street Address 2 |
| 235 YORKLAND BLVD. | SUITE 900 |
| City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
| TORONTO | ONTARIO, CANADA | M2J 4Y8 | 877-848-8430 |
| Last Name | First Name | Middle Name |
| Serafino | Domenic | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
x
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Tammenoms Bakker | Juliet | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Barry | Scott | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Kong | Garheng | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Lacchin | Louise | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| LaPorte | Fritz | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Natale | Anthony | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Sullivan | Keith | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Moll | Frederic | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Della Penna | Domenic | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Di Sisto | Domenic | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Georgiadis | Anna | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Iger | Yoni | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Kang | Melissa | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Kelley | William | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Sinay | Soeren | Maor |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Vaynberg | Boris | |
| Street Address 1 | Street Address 2 |
| 235 Yorkland Blvd. | Suite 900 |
| City | State/Province/Country | ZIP/Postal Code |
| Toronto | ONTARIO, CANADA | M2J 4Y8 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
|
o
| Agriculture | | Health Care |
o
| Retailing |
| | Banking & Financial Services | |
o
| Biotechnology |
o
| Restaurants |
| |
o
| Commercial Banking | |
o
| Health Insurance | | Technology |
| |
o
| Insurance | |
o
| Hospitals & Physicians | |
o
| Computers |
| |
o
| Investing | |
o
| Pharmaceuticals | |
o
| Telecommunications |
| |
o
| Investment Banking | |
x
| Other Health Care | |
o
| Other Technology |
| |
o
| Pooled Investment Fund
| | | | | Travel |
| |
o
| Other Banking & Financial Services |
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| Manufacturing | |
o
| Airlines & Airports |
| | Real Estate | |
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| Lodging & Conventions |
| |
o
| Commercial | |
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| Tourism & Travel Services |
| |
o
| Construction | |
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| Other Travel |
| |
o
| REITS & Finance |
o
| Other |
| |
o
| Residential | |
| |
o
| Other Real Estate | |
|
o
| Business Services | |
| | Energy | |
| |
o
| Coal Mining | |
| |
o
| Electric Utilities | |
| |
o
| Energy Conservation | |
| |
o
| Environmental Services | |
| |
o
| Oil & Gas | |
| |
o
| Other Energy | |
| Revenue Range | Aggregate Net Asset Value Range |
|
o
| No Revenues |
o
| No Aggregate Net Asset Value |
|
o
| $1 - $1,000,000 |
o
| $1 - $5,000,000 |
|
o
| $1,000,001 - $5,000,000 |
o
| $5,000,001 - $25,000,000 |
|
o
| $5,000,001 - $25,000,000 |
o
| $25,000,001 - $50,000,000 |
|
o
| $25,000,001 - $100,000,000 |
o
| $50,000,001 - $100,000,000 |
|
o
| Over $100,000,000 |
o
| Over $100,000,000 |
|
x
| Decline to Disclose |
o
| Decline to Disclose |
|
o
| Not Applicable |
o
| Not Applicable |
| 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) |
|
o
| Rule 504(b)(1) (not (i), (ii) or (iii)) |
o
| Rule 505 |
|
o
| Rule 504 (b)(1)(i) |
x
| Rule 506(b) |
|
o
| Rule 504 (b)(1)(ii) |
o
| Rule 506(c) |
|
o
| Rule 504 (b)(1)(iii) |
o
| Securities Act Section 4(a)(5) |
| |
o
| Investment Company Act Section 3(c) |
|
x
| New Notice | Date of First Sale | 2019-11-07 |
o
| First Sale Yet to Occur |
| Does the Issuer intend this offering to last more than one year? |
o
| Yes |
x
| No |
| 9. Type(s) of Securities Offered (select all that apply) |
|
o
| Pooled Investment Fund Interests |
x
| Equity |
|
o
| Tenant-in-Common Securities |
o
| Debt |
|
o
| Mineral Property Securities |
x
| Option, Warrant or Other Right to Acquire Another Security |
|
x
| Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
o
| Other (describe) |
| | |
| 10. Business Combination Transaction |
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
x
| Yes |
o
| No |
| |
| Clarification of Response (if Necessary) | |
| |
| Minimum investment accepted from any outside investor | $ 0 USD |
| Recipient | Recipient CRD Number |
o
| None |
| Evercore Group L.L.C. | 42405 |
| (Associated) Broker or Dealer |
x
| None | (Associated) Broker or Dealer CRD Number |
x
| None |
| | |
| Street Address 1 | Street Address 2 |
| 56 East 52nd St. | |
| City | State/Province/Country | ZIP/Postal Code |
| NewYork | NEW YORK | 10004 |
| State(s) of Solicitation |
o
| All States |
o
| Foreign/Non-US |
RHODE ISLAND
NEW YORK
GEORGIA
CALIFORNIA
VIRGINIA
OHIO
FLORIDA
MASSACHUSETTS
ARKANSAS
UTAH
ILLINOIS
CONNECTICUT
WEST VIRGINIA
DISTRICT OF COLUMBIA
KENTUCKY
ARIZONA
MONTANA
OREGON
LOUISIANA
WASHINGTON
NEW JERSEY
PUERTO RICO
ALASKA
ALABAMA
TEXAS
COLORADO
PENNSYLVANIA
NORTH CAROLINA
|
| Recipient | Recipient CRD Number |
o
| None |
| Oppenheimer & Co. Inc. | 249 |
| (Associated) Broker or Dealer |
x
| None | (Associated) Broker or Dealer CRD Number |
x
| None |
| | |
| Street Address 1 | Street Address 2 |
| 85 Broad St. 22nd | |
| City | State/Province/Country | ZIP/Postal Code |
| New York | NEW YORK | 10004 |
| State(s) of Solicitation |
x
| All States |
o
| Foreign/Non-US |
| |
| Recipient | Recipient CRD Number |
o
| None |
| Northland Securities, Inc. | 40258 |
| (Associated) Broker or Dealer |
x
| None | (Associated) Broker or Dealer CRD Number |
x
| None |
| | |
| Street Address 1 | Street Address 2 |
| 150 South Fifth Street | Suite 3300 |
| City | State/Province/Country | ZIP/Postal Code |
| Minneapolis | MINNESOTA | 55402 |
| State(s) of Solicitation |
x
| All States |
o
| Foreign/Non-US |
| |
| 13. Offering and Sales Amounts |
| Total Offering Amount | $ 50516865 USD |
o
Indefinite |
| Total Amount Sold | $ 50516865 USD | |
| Total Remaining to be Sold | $ 0 USD |
o
Indefinite |
| |
| Clarification of Response (if Necessary) |
| $28,064,925 for units of Common Stock and Warrants; remaining $22,451,940 is the aggregate exercise price for the Warrants. |
|
o
| Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
| |
| | Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | 28 |
| 15. Sales Commissions & Finders’ Fees Expenses |
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
|
| Sales Commissions | $ 1050000 USD |
x
| Estimate |
| Finders' Fees | $ 0 USD |
o
| Estimate |
| |
| Clarification of Response (if Necessary) |
| |
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
|
| | $ 0 USD |
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