As filed
with the Securities and Exchange Commission on May 26, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact
name of Registrant as specified in its charter)
Delaware
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06-1681204
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification Number)
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235
Yorkland Blvd, Suite 900,
Toronto,
Ontario
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M2J
4Y8
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(Address of Principal Executive Offices)
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(Zip
Code)
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Venus
Concept Inc. 2019 Incentive Award Plan
(Full
Title of the Plan)
Michael
Mandarello
General
Counsel and Corporate Secretary
Venus
Concept Inc.
235
Yorkland Boulevard, Suite 900
Toronto,
Ontario M2J 4Y8
(877)
848-8430
(Name,
address, including zip code, and telephone number, including area
code, of agent for service)
Copies
to:
Richard
Raymer, Esq.
Dorsey
& Whitney LLP
161 Bay
Street, Suite 4310
Toronto,
ON M5J 2S1
Telephone:
(416) 367-7388
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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☐ |
Accelerated filer
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Non-accelerated filer
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☒ |
Smaller reporting company
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☒ |
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Emerging growth company
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☐ |
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
7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form
S-8 is being filed for the purpose of registering an additional
205,668 shares of Common Stock of Venus Concept Inc. (the
“Registrant”) issuable under the Venus Concept Inc. 2019
Incentive Award Plan (the “2019 Plan”), none of which have
been issued as of the date of this Registration Statement. These
additional shares of Common Stock are securities of the same class
as other securities for which the original registration statement
on Form S-8 was filed with the Securities and Exchange Commission
(the “SEC”) on December 13, 2019 (File No. 333-235480) and
remains effective.
These additional shares of Common
Stock have become reserved for issuance as a result of the
operation of the automatic annual increase provision of the 2019
Plan. The 2019 Plan provides that the total number of shares
subject to such plan will be increased annually on the first day of
each year, beginning in 2020 and ending in 2029, by an amount equal
to the lesser of (A) four percent (4%) of the shares of the
Registrant’s Common Stock outstanding on the last day of the
immediately preceding fiscal year and (B) such smaller number of
Shares as determined by the Board of Directors.
INCORPORATION BY REFERENCE OF CONTENTS
OF
REGISTRATION STATEMENTS ON FORM S-8
Pursuant to General Instruction
E of Form S-8, the contents of the Registration Statements on Form
S-8 filed with the SEC on
December 13, 2019 (File No.
333-235480),
August 14, 2020 (File No.
333-246083),
April 9, 2021 (File No.
333-255159) and
April 8, 2022 (File No.
333-264203) are incorporated by reference herein.
Reference is made under this Item 8 to the exhibit index included
in this Registration Statement.
Exhibit
Index
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Incorporated by
Reference
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Exhibit
Number
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Exhibit
Description
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Form
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Date
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Number
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Filed
Herewith
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4.1
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8-K
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10-17-17
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3.1
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4.2
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8-K
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11-7-19
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3.1
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4.3
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8-K
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05-11-23
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3.1
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4.4
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8-K
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11-7-19
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3.2
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4.5
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10-K
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3-29-21
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4.1
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4.6
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S-1/A
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9-18-17
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4.2
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4.7
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8-K
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11-7-19
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10.21
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4.8
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10-K
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3-30-20
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10.24
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4.9
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S-8
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04-8-22
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4.8
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Opinion of Dorsey & Whitney LLP
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X
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Consent of MNP LLP, independent registered public accounting
firm.
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X
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Consent of Dorsey & Whitney LLP (included in Exhibit
5.1).
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X
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Power of Attorney. Reference is made to the signature page to
the Registration Statement.
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X
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Filing Fee Table
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X
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#
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Indicates management contract or
compensatory plan.
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SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Toronto, Province of Ontario, Canada, on this
26th
day of May, 2023.
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Venus Concept
Inc.
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By:
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/s/ Rajiv De Silva
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Rajiv De Silva
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Chief
Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below does hereby
constitute and appoint Rajiv De Silva and Domenic Della Penna and
each of them, with full power of substitution and full power to act
without the other, his or her true and lawful attorney-in-fact and
agent to act for him or her in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to
file this registration statement, with all exhibits thereto, and
other documents in connection therewith, with the SEC, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate the same
as fully, to all intents and purposes, as they or he or she might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed
by the following persons in the capacities and on the date
indicated.
Signature
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Title
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Date
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/s/ Rajiv De
Silva
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Chief Executive
Officer and Director
(Principal Executive Officer)
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May 26,
2023
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Rajiv De
Silva
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/s/ Domenic
Della Penna
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Chief Financial
Officer
(Principal Financial and Accounting Officer)
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May 26,
2023
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Domenic Della
Penna
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/s/ Scott
Barry
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Chairman and
Director
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May 26,
2023
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Scott
Barry
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/s/ Garheng
Kong, M.D.
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Director
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May 26,
2023
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Garheng Kong,
M.D.
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/s/ Louise
Lacchin
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Director
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May 26,
2023
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Louise
Lacchin
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/s/ Fritz
LaPorte
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Director
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May 26,
2023
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Fritz
LaPorte
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/s/ Anthony
Natale, M.D.
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Director
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May 26,
2023
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Anthony
Natale, M.D.
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/s/ Keith
Sullivan
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Director
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May 26,
2023
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Keith J.
Sullivan
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/s/ S.Tyler
Hollmig, M.D.
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Director
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May 26,
2023
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S.Tyler
Hollmig, M.D.
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