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 30,
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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☐
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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 5.02. |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On
October 3, 2022, Venus Concept Inc. (the “Company”)
announced the separation of Domenic Serafino as Chief Executive
Officer (the “CEO”)
and member of the Board of Directors, effective October 2,
2022.
On December 30, 2022, Mr. Serafino and Venus Concept Canada Corp.
(“Venus”)
entered into a Minutes of Settlement Agreement (the
“Settlement”).
Pursuant to the terms of the Settlement, Mr. Serafino is entitled
to receive, in connection with his separation, (i) a combined
maximum total of USD $700,000 by October 15, 2023 (the
“Pay
Period”) in
accordance with the payment schedule set forth in the Settlement,
representing 15 months of his regular base salary as at the
Termination Date (the “Payment”),
(ii) USD $363,000 in respect of earned but unpaid fiscal year 2021
bonus on or before December 31, 2022 and (iii) outstanding vacation
pay for fifteen (15) accrued but unused vacation days on or before
December 31, 2022. All payments are subject to applicable
withholdings and deductions. Should Mr. Serafino obtain comparable
employment within the Pay Period, any salary continuance and/or
lump sum payments will automatically cease and Venus will pay to
Mr. Serafino, in a lump sum, fifty per-cent (50%) of the remaining
amount of the Payment.
In addition, Mr. Serafino’s granted and unvested options, including
Restricted Stock Units granted in March 2022, will continue to vest
in the regular course per the vesting schedule of the respective
grant. Once the final tranche of options vests, Mr. Serafino will
have thirty (30) days to exercise any remaining unexercised
options. In the event of a Change of Control (as defined in the
Settlement), any remaining unpaid portion of the Payment will
immediately become payable, and all unvested options shall
immediately vest and become exercisable for ninety (90) days after
Mr. Serafino is notified or becomes aware of the Change of Control.
Venus will also contribute USD $5,000 in respect of Mr. Serafino’s
legal fees, to be paid directly to his counsel.
The Settlement provides for a general waiver and release of claims
in favor of the Company and its affiliates and other customary
provisions, including non-disclosure and non-disparagement
provisions.
The Settlement is attached to this Current Report on Form 8-K as
Exhibit 10.1 and is incorporated herein by reference. The foregoing
description of the material terms of the Settlement does not
purport to be complete and is qualified in its entirety by
reference to the exhibit attached hereto.
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Item 9.01. |
Financial Statements and Exhibits.
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Description
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Minutes of Settlement, by and between Domenic Serafino and Venus
Concept Canada Corp, dated December 30, 2022.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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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: January 6, 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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