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): December 14,
2022
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)
Registrant’s telephone number, including area code: (877)
848-8430
Not Applicable
(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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☐
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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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☐
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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
Capital 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.
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Item 3.01. |
Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
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As previously reported, on June 13, 2022, Venus Concept Inc. (the
“Company”) received a
deficiency letter from the Listing Qualifications Department (the
“Staff”) of the Nasdaq
Stock Market (“Nasdaq”)
notifying the Company that, for the 30 consecutive business days
prior to June 13, 2022, the bid price for the Company’s common
stock had closed below the $1.00 per share minimum bid price
requirement for continued inclusion on the Nasdaq Global Market
pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”). In accordance
with Nasdaq Listing Rule 5810(c)(3)(A) (the “Compliance Period Rule”), the Company
was provided an initial period of 180 calendar days, or until
December 12, 2022 (the “Initial
Compliance Date”), to regain compliance with the Bid Price
Requirement. The Company did not regain compliance with the Bid
Price Requirement by the Initial Compliance Date.
On December 13, 2022, Nasdaq notified the Company that it is
eligible for an additional 180 calendar day period, or until June
12, 2023 (the “Extended Compliance
Date”), to regain compliance with the Bid Price Requirement
and approved the Company’s transfer from the Nasdaq Global Market
to the Nasdaq Capital Market, a continuous trading market that
operates in substantially the same manner as the Nasdaq Global
Market. Nasdaq’s determination was based on the Company meeting the
continued listing requirement for market value of publicly held
shares and all other applicable requirements for initial listing on
the Nasdaq Capital Market with the exception of Bid Price
Requirement, and the Company’s written notice of its intention to
cure the deficiency during the second compliance period by
effecting a reverse stock split, if required. The transfer will be
effective at the opening of business on December 14, 2022. The
Company’s common stock will continue to trade under the symbol
“VERO.”
If, at any time before the Extended Compliance Date, the bid price
for the Company’s common stock closes at $1.00 or more for a
minimum of 10 consecutive business days as required under the
Compliance Period Rule, the Staff will provide written notification
to the Company that it complies with the Bid Price Requirement,
unless the Staff exercises its discretion to extend this 10 day
period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).
If the Company does not regain compliance with the Bid Price
Requirement by the Extended Compliance Date, the Staff will provide
written notification to the Company that its common stock will be
delisted. At that time, the Company may appeal the Staff’s
delisting determination to a Nasdaq Listing Qualifications Panel
(“Panel”). The Company
expects that its common stock would remain listed on the Nasdaq
Capital Market pending the Panel’s decision. There can be no
assurance that, if the Company does appeal a delisting
determination to the Panel, such appeal would be successful.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, 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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Date: December
14, 2022
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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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