Current Report Filing (8-k)
August 07 2020 - 7:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2020
VENUS CONCEPT INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38238
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06-1681204
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code (877) 848-8430
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.0001 par value per share
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VERO
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The Nasdaq Global Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange
Act. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Effective July 9, 2020, Boris Vaynberg, Venus Concept
Inc.s (the Company) Chief Technology Officer separated from service with the Company. On August 5, 2020, Boris Vaynberg and Venus Concept Ltd. entered into a Confidential Separation and General Release Agreement (the
Separation Agreement).
Pursuant to the terms of the Separation Agreement, Mr. Vaynberg is entitled to receive, in
connection with his separation, the amount of any unpaid salary through the separation date, any accrued and unpaid vacation days, statutory entitlements and reimbursement of any business-related expenses. Additionally, Mr. Vaynberg is entitled
to receive separation payments in the gross amount of NIS 732,015 (approximately $215,149 USD). The separation payment will be made to Mr. Vaynberg by August 10, 2020. All payments are subject to applicable withholdings and deductions.
All of Mr. Vaynbergs unvested equity awards expired and terminated upon the date of his separation. Subject to the terms of
the award agreements and the Companys incentive compensation plans, Mr. Vaynberg may exercise his vested options through January 5, 2021. The Separation Agreement contains a general release of claims for the benefit of the Company
and its affiliates and a covenant not to sue, as well as standard confidentiality, non-disclosure and non-disparagement agreements. Mr. Vaynbergs non-competition agreement continues for a period of twelve months from the date of his separation.
The
foregoing summary of certain terms of the Separation Agreement is qualified in its entirety by the terms of the definitive copy thereof, which is filed as an exhibit to this Form 8-K as
Exhibit 10.1.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
The following
document is furnished herewith as an exhibit to this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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VENUS CONCEPT INC.
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By:
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/s/ Domenic Della Penna
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Domenic Della Penna
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Chief Financial Officer
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Date: August 7, 2020
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