UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

FORM D

OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities


1. Issuer's Identity
CIK (Filer ID Number)Previous Name(s)  o NoneEntity Type
0001409269
Restoration Robotics, Inc.
Restoration Robotics Inc
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
 Venus Concept Inc.
Jurisdiction of Incorporation/Organization
DELAWARE
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o Yet to Be Formed 



2. Principal Place of Business and Contact Information
Name of Issuer 
 Venus Concept Inc. 
Street Address 1Street Address 2
 235 YORKLAND BLVD. SUITE 900
CityState/Province/CountryZIP/Postal CodePhone No. of Issuer
 TORONTO ONTARIO, CANADA M2J 4Y8 877-848-8430 X117 



3. Related Persons
Last NameFirst NameMiddle Name
De SilvaRajiv
Street Address 1Street Address 2
235 Yorkland Blvd., Suite 900
CityState/Province/CountryZIP/Postal Code
TorontoONTARIO, CANADAM2J 4Y8
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

Last NameFirst NameMiddle Name
BarryRichardScott
Street Address 1Street Address 2
235 Yorkland Blvd., Suite 900
CityState/Province/CountryZIP/Postal Code
TorontoONTARIO, CANADAM2J 4Y8
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

Last NameFirst NameMiddle Name
HollmigStanleyTyler
Street Address 1Street Address 2
235 Yorkland Blvd., Suite 900
CityState/Province/CountryZIP/Postal Code
TorontoONTARIO, CANADAM2J 4Y8
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

Last NameFirst NameMiddle Name
KongGarheng
Street Address 1Street Address 2
235 Yorkland Blvd., Suite 900
CityState/Province/CountryZIP/Postal Code
TorontoONTARIO, CANADAM2J 4Y8
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

 
Last NameFirst NameMiddle Name
LacchinLouise
Street Address 1Street Address 2
235 Yorkland Blvd., Suite 900
CityState/Province/CountryZIP/Postal Code
TorontoONTARIO, CANADAM2J 4Y8
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

Last NameFirst NameMiddle Name
LaPorteFritz
Street Address 1Street Address 2
235 Yorkland Blvd., Suite 900
CityState/Province/CountryZIP/Postal Code
TorontoONTARIO, CANADAM2J 4Y8
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

Last NameFirst NameMiddle Name
NataleAnthony
Street Address 1Street Address 2
235 Yorkland Blvd., Suite 900
CityState/Province/CountryZIP/Postal Code
TorontoONTARIO, CANADAM2J 4Y8
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

Last NameFirst NameMiddle Name
SullivanKeith
Street Address 1Street Address 2
235 Yorkland Blvd., Suite 900
CityState/Province/CountryZIP/Postal Code
TorontoONTARIO, CANADAM2J 4Y8
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 

 
Last NameFirst NameMiddle Name
VargheseHemanth
Street Address 1Street Address 2
235 Yorkland Blvd., Suite 900
CityState/Province/CountryZIP/Postal Code
TorontoONTARIO, CANADAM2J 4Y8
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 

Last NameFirst NameMiddle Name
Della PennaDomenic
Street Address 1Street Address 2
235 Yorkland Blvd., Suite 900
CityState/Province/CountryZIP/Postal Code
TorontoONTARIO, CANADAM2J 4Y8
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 

Last NameFirst NameMiddle Name
PortaroRoss
Street Address 1Street Address 2
235 Yorkland Blvd., Suite 900
CityState/Province/CountryZIP/Postal Code
TorontoONTARIO, CANADAM2J 4Y8
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 

Last NameFirst NameMiddle Name
GeorgiadisAnna
Street Address 1Street Address 2
235 Yorkland Blvd., Suite 900
CityState/Province/CountryZIP/Postal Code
TorontoONTARIO, CANADAM2J 4Y8
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 

 
Last NameFirst NameMiddle Name
McGrailWilliam
Street Address 1Street Address 2
235 Yorkland Blvd., Suite 900
CityState/Province/CountryZIP/Postal Code
TorontoONTARIO, CANADAM2J 4Y8
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 

Last NameFirst NameMiddle Name
MandarelloMichael
Street Address 1Street Address 2
235 Yorkland Blvd., Suite 900
CityState/Province/CountryZIP/Postal Code
TorontoONTARIO, CANADAM2J 4Y8
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 

 


4. Industry Group
o Agriculture Health Care o Retailing
 Banking & Financial Services   o Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance Technology
  o Insurance  o Hospitals & Physicians  o Computers
  o Investing  o Pharmaceuticals  o Telecommunications
  o Investment Banking  x Other Health Care  o Other Technology
  o Pooled Investment Fund

    Travel
  o Other Banking & Financial Services o Manufacturing  o Airlines & Airports
 Real Estate  o Lodging & Conventions
  o Commercial  o Tourism & Travel Services
  o Construction  o Other Travel
  o REITS & Finance o Other
  o Residential 
  o Other Real Estate 
o Business Services 
 Energy 
  o Coal Mining 
  o Electric Utilities 
  o Energy Conservation 
  o Environmental Services 
  o Oil & Gas 
  o Other Energy 


5. Issuer Size
Revenue RangeAggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
x Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506(b)
o Rule 504 (b)(1)(ii) o Rule 506(c)
o Rule 504 (b)(1)(iii) o Securities Act Section 4(a)(5)
  o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale 2023-05-15 o First Sale Yet to Occur
o Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? x Yes o No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests x Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities x Option, Warrant or Other Right to Acquire Another Security
o Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security x Other (describe)
 Sale of shares of Senior Convertible Preferred Stock, which is convertible into shares of Common Stock on a 1 for 2.6667 basis at the option of the holder or at the option of the Issuer within 30 days following specified events.


10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? o Yes x No
 
Clarification of Response (if Necessary) 
  

11. Minimum Investment
Minimum investment accepted from any outside investor$ 500000 USD

12. Sales Compensation
RecipientRecipient CRD Number o None
  
(Associated) Broker or Dealer o None(Associated) Broker or Dealer CRD Number o None
  
Street Address 1Street Address 2
  
City State/Province/CountryZIP/Postal Code
   
State(s) of Solicitation o All States
 
 



13. Offering and Sales Amounts
Total Offering Amount $ 9000000 USD o Indefinite
Total Amount Sold $ 2000000 USD 
Total Remaining to be Sold $ 7000000 USD o Indefinite
 
Clarification of Response (if Necessary)
  


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 2


15. Sales Commissions & Finders’ Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions$ 0 USD o Estimate
Finders' Fees$ 0 USD o Estimate
 
Clarification of Response (if Necessary)
  


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
 $ 0 USD o Estimate
 
Clarification of Response (if Necessary)
  

Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission 
 In submitting this notice, each Issuer named above is: 
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
 
 
 Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
 For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

IssuerSignatureName of SignerTitleDate
Venus Concept Inc./s/ Michael MandarelloMichael MandarelloGeneral Counsel and Corporate Secretary2023-05-24

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