UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
Pursuant to
Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 6, 2023
VENUS CONCEPT
INC.
(Exact name of
registrant as specified in its charter)
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 2.02. |
Results of
Operations and Financial Condition.
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On February 7, 2022, Venus
Concept Inc. (the “Company”) issued a press release announcing its
preliminary fourth quarter and fiscal year 2022 revenue results and
other updates to operations. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02
of this Form 8-K and the Exhibit 99.1 attached hereto shall not be
deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that Section, nor incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
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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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Effective March 6, 2023,
Søren Maor Sinay, the
Company’s Chief Operating Officer, has decided to leave the Company
for personal reasons through mutual agreement with the Company. On
February 6, 2023, Mr. Sinay stepped down from his current role and
will continue his employment with the Company as Senior Advisor
until March 6, 2023. In connection with Mr. Sinay’s departure, the
Company and Mr. Sinay are finalizing the terms of his separation
from the Company.
On February 6, 2023, William
McGrail, the Company’s Vice President, Global Regulatory Affairs
and Quality Assurance was appointed to the position of Senior Vice
President, Technical Operations and Compliance, a role that
includes oversight of the Company’s manufacturing, supply chain and
field service operations.
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Item 9.01. |
Financial Statements and
Exhibits.
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Description
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Press release dated February 7,
2023. |
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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: February 7, 2023
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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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