Registration Rights Agreements
On November 18, 2022, in connection with the 2022 Private
Placement, the Company, HealthQuest, the EW Entities, MCM Entities,
MSS Entities, Mr. De Silva, Mr. Varghese and Dr. Hollmig
entered into an amendment and restatement to the Registration
Rights Agreement, dated December 15, 2021 (the “A&R
Registration Rights Agreement”). The A&R Registration Rights
Agreement provides, among other things, that certain holders of the
Company’s capital stock have certain rights relating to the
registration of shares of such capital stock.
On December 15, 2021, in connection with the 2021 Private
Placement, the Company, HealthQuest, the EW Entities, and Keith J
Sullivan Revocable Trust entered into a registration rights
agreement. The registration rights agreement provides, among other
things, that certain holders of the Company’s capital stock have
certain rights relating to the registration of shares of such
capital stock.
Transactions with Our Chief Operating Officer
Søren Maor Sinay served as Chief Operating Officer of Venus Concept
Ltd. from September 2017 to November 2019, and as Chief Operating
Officer of Venus Concept Inc. from November 2019 until February
2023. Mr. Sinay and our subsidiaries have entered into the
following agreements:
Distribution Agreements
On January 1, 2018, Venus Concept Ltd. entered into a
distribution agreement with Technicalbiomed Co., Ltd (“TBC”)
pursuant to which TBC distributes our products in Thailand.
Mr. Sinay is a 30% shareholder of TBC. For the years ended
December 31, 2022 and 2021, TBC purchased products in the
amount of $951,000 and $537,000, respectively, under this
distribution agreement.
In the fourth quarter of fiscal year 2020, the Company disposed of
its interest in Venus Singapore. Effective January 1, 2021,
the Company entered into a distribution agreement with Aexel Biomed
Pte Ltd. (“Aexel Biomed”), formerly Venus Singapore, pursuant to
which Aexel Biomed distributes our products in Singapore.
Mr. Sinay is a 45% shareholder of Aexel Biomed and is
currently an officer of that company. For the years ended
December 31, 2022 and December 31, 2021, Aexel Biomed
purchased products in the amount of $441,000 and $239,000 under the
distribution agreement.
Director and Executive Officer Compensation
See “Executive Compensation” and “Director Compensation” for
information regarding compensation of directors and executive
officers.
Employment Agreements
We have employment agreements with our executive officers. For more
information regarding these agreements, see “Executive
Compensation–Narrative to 2022 Summary Compensation Table and
Additional Narrative.”
Indemnification Agreements and Directors’ and Officers’ Liability
Insurance
We have entered into indemnification agreements with each of our
directors and executive officers. These agreements require us to,
among other things, indemnify each director and executive officer
to the fullest extent permitted by Delaware law, including
indemnification of expenses such as attorneys’ fees, judgments,
penalties fines and settlement amounts incurred by the director or
executive officer in any action or proceeding, including any action
or proceeding by or in right of us, arising out of the person’s
services as a director or executive officer. We have obtained an
insurance policy that insures our directors and officers against
certain liabilities, including liabilities arising under applicable
securities laws.
Policies and Procedures for Related Party Transactions
Our board of directors has adopted a written related person
transaction policy setting forth the policies and procedures for
the review and approval or ratification of related person
transactions. This policy covers, with certain exceptions set forth
in Item 404 of Regulation S-K under the Securities Act of 1933, as
amended (the “Securities Act”), any transaction, arrangement or
relationship, or any series of similar transactions, arrangements
or relationships in which we were or are to be a participant, where
the amount involved exceeds $120,000 and a related person had or
will have a direct or indirect material interest, including without
limitation purchases of goods or