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): May 10,
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:
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. ☐
Item 3.03 |
Material
Modification to Rights of Security Holders
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On May 11, 2023, Venus Concept Inc. (the “Company”) effected a
1-for-15 reverse stock split (the “Reverse Stock Split”) of the
Company’s issued and outstanding common stock, par value $0.0001
per share (“Common Stock”) by the filing of a Certificate of
Amendment of Certificate of Incorporation (the “Certificate”)
with the Secretary of State of the State of Delaware pursuant to
the Delaware General Corporation Law. The Reverse Stock Split
became effective at 5:00 p.m. Eastern Time on May 11, 2023. The
Company anticipates that the Common Stock will begin to trade on a
Reverse Stock Split-adjusted basis as of the opening of the Nasdaq
Capital Market on May 12, 2023.
On May 10, 2023, the Company held its Annual and Special Meeting of
Stockholders (the “Annual and Special Meeting”). At the Annual and
Special Meeting, the Company’s stockholders approved the Reverse
Stock Split at a ratio ranging from 1-for-5 up to a ratio of
1-for-15, such ratio and the implementation and timing of such
Reverse Stock Split to be determined by the Company’s Board of
Directors (the “Board”) at its discretion. Following the Annual and
Special Meeting on May 10, 2023, the Board approved the Reverse
Stock Split at a ratio of 1-for-15 shares.
As a result of the Reverse Stock Split, every 15 shares of Common
Stock issued and outstanding were automatically reclassified into
one new share of Common Stock. The Reverse Stock Split did not
modify any rights or preferences of the shares of Common Stock.
Proportionate adjustments will be made to the exercise or
conversion prices and the number of shares underlying the Company’s
outstanding equity awards, convertible securities and warrants, as
well as to the number of shares issued and issuable under the
Company’s equity incentive plans. The conversion ratio of our
preferred stock, which are convertible into shares of Common Stock
on a one for ten basis, will also be proportionately adjusted with
respect to shares of preferred stock issued and outstanding before
the Reverse Stock Split. The Common Stock issued pursuant to the
Reverse Stock Split will remain fully paid and non-assessable. The
Reverse Stock Split will not affect the number of authorized shares
of Common Stock or the par value of the Common Stock.
No fractional shares were issued in connection with the Reverse
Stock Split. Any fractional shares resulting from the Reverse Stock
Split were automatically rounded up to the nearest whole share.
Ownership percentages did not meaningfully change as a result of
rounding up the fractional shares. Similarly, no fractional shares
were issued on the exercise of outstanding stock options, awards or
rights, except as otherwise expressly specified in the documents
governing such stock options, awards or rights.
The foregoing descriptions of the Certificate does not purport to
be complete and is qualified in its entirety by reference to the
complete text of the Certificate, which is filed herewith as
Exhibit 3.1 and incorporated herein by reference.
Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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At the Annual and Special Meeting, held on May 10, 2023, the
Company’s stockholders approved the five proposals listed below.
The final results for the votes regarding each proposal are set
forth in the following tables. Each of these proposals are
described in detail in the Company’s definitive proxy statement for
its Annual and Special Meeting.
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1. |
Election of
three (3) Class III Directors for a three-year term:
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Votes For
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Votes
Withheld
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Broker
Non-Votes
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Scott Barry
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74,277824
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1,602,299
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13,119,919
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Fritz LaPorte
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74,667,616
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1,212,507
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13,119,919
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Garheng Kong,
M.D.
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74,134,425
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1,745,698
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13,119,919
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2. |
Approve an
amendment to the Company’s amended and restated certificate of
incorporation to effect the Reverse Stock Split:
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Votes For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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87,327,882
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985,234
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686,926
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13,119,919
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3. |
Ratify the
selection of MNP LLP as the Company’s independent registered public
account firm for the fiscal year ending December 31, 2023:
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Votes For
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Votes
Against
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Abstentions
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88,645,433
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161,405
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193,204
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4. |
Approve, on an
non-binding advisory basis, the compensation of the Company’s named
executive officers (the “Say-on-Pay Vote”):
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Votes For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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74,474,085
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1,375,842
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30,196
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13,119,919
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5. |
Approve, on an
non-binding advisory basis, the frequency of future Say-on-Pay
Votes:
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker
Non-Votes
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2,872,757
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180,480
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72,078,859
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748,027
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13,119,919
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The
Company has considered the outcome of Proposal 5 and determined,
consistent with the recommendation of the Board, that the Company
will hold future Say-on-Pay Votes every three (3) years.
Item 9.01. |
Financial
Statements and Exhibits.
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Description
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Certificate of Amendment, filed May 11,
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: May 11,
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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