(5)
| Represents 4,599,173 shares of common stock and 350,000 preferred shares (convertible to 3,500,000 shares of common stock) held by MSS VC SPV LP (“MSS VC”).. Michael W. Masters, Managing Member of Masters Special Situations, LLC, the General Partner of MSS VC, may be deemed to share voting, investment and dispositive power with respect to these securities. The managing member disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein. The principal address of MSS VC is 3060 Peachtree Road, NW, Ste 1425, Atlanta, GA, 30305.(6)
| Represents (i) 3,666,118 shares of common stock held of record by Longitude Venture Partners II, L.P., or LVPII, and (ii) 25,951 stock options held by LVPII. Longitude Capital Partners II, LLC, or LCPII, is the general partner of LVPII and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of Longitude Capital Partners II, LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each managing member disclaims beneficial ownership of such shares of common stock except to the extent of his or her pecuniary interest therein. Juliet Tammenoms Bakker was a member of the Company’s Board of Directors until her resignation on February 14, 2020. The principal address of LVP II and LCPIIMSS VC is 2740 Sand Hill3060 Peachtree Road, Second Floor, Menlo Park, California 94025.NW, Ste 1425, Atlanta, GA, 30305. |
(6)
| Represents 1,250,000 shares of common stock. No stock options will vest within 60 days of March 24, 2023. |
(7)
| Represents (i) 887,5151,027,515 shares, including 110,000140,000 shares that were purchased on the open market in 2021,2022, (ii) 761,871855,621 shares that may be acquired pursuant to the exercise of stock options as of April 19, 2022,March 24, 2023, (iii) 13,248 shares that may be acquired pursuant to the exercise of options as of April 19, 2022 held by Joanne Serafino, his spouse, which Mr. Serafino may be deemed to exercise shared voting and investment power with respect to such shares, (iv) 8,3617,465 shares that may be acquired pursuant to the exercise of stock options as of April 19, 2022 held by Amanda Lombardi, his daughter, which Mr. Serafino may be deemed to exercise shared voting and investment power with respect to such shares, and (v) 5,590 shares that may be acquired pursuant to the exercise of stock options as of April 19, 2022March 24, 2023 held by Luciano Lombardi, his son-in-law. No31,875 stock options and 50,000 restricted share units will vest within 60 days of April 19, 2022.March 24, 2023. |
(8)
| Represents 66,663126,663 shares, including 40,00060,000 shares that were purchased on the open market in 2021,2022, and 233,127326,577 stock options which were fully vested and 24041,406 stock options and 37,500 restricted share units which will vest within 60 days of April 19, 2022.March 24, 2023. It also includes 13,331 shares of common stock issuable upon the exercise of warrants which were exercisable beginning May 7, 2020. |
(9)
| Represents 50,000120,000 shares, including 70,000 that were purchased on the open market in 2021,2022, and 12,500126,563 stock options which were fully vested and 37,50029,688 stock options and 25,000 restricted share units which will vest within 60 days of April 19, 2022.March 24, 2023. |
(10)
| AsRepresents 250,000 shares of April 19, 2022, 79,292 stock options were fully vested and 2,764common stock. No stock options will vest within 60 days of April 19, 2022.March 24, 2023. |
(11)
| Represent 12,782 shares purchased during 2022 by Ms. Georgiadis’ spouse, 132,195 stock options were fully vested and 20,078 stock options and 18,750 restricted share units will vest within 60 days of March 24, 2023. |
(12)
| Represents 5,181 shares that were purchased on the open market in 2021, and 56,09284,000 stock options which were fully vested and 91319,164 stock options and 18,750 restricted share units which will vest within 60 days of April 19, 2022.March 24, 2023. |
(12)(13)
| Represents 20,364 stock options which were fully vested and 9,427 stock options and 12,500 restricted share units which will vest within 60 days of March 24, 2023. |
(14)
| As of April 19, 2022, 13,189March 24, 2023, 50,115 stock options were fully vested and 5044,688 stock options will vest within 60 days of April 19, 2022. |
(13)
| Represents 66,659 shares and 193,411 stock options which were fully vested and 2,582 stock options which will vest within 60 days of April 19, 2022. It also includes 33,329 shares of common stock issuable upon the exercise of warrants which were exercisable beginning May 7, 2020. |
(14)
| Represents 37,852 stock options which were fully vested and 1,621 stock options which will vest within 60 days of April 19, 2022. |
(15)
| Represents 39,104 stock options which were fully vested and 1,586 stock options which will vest within 60 days of April 19, 2022. |
(16)
| Represents 0 stock options which were fully vested and 0 stock options which will vest within 60 days of April 19, 2022. |
(17)
| As of April 19, 2022, 436,051 stock options were fully vested and no stock options will vest within 60 days of April 19, 2022.March 24, 2023. Also includes 748,674 shares of common stock issuable upon the exercise of warrants which were exercisable beginning on May 7, 2020, and 4,050,000 shares issuable upon the exercise of warrants which were exercisable beginning September 16, 2020. |
(18)(15)
| As of April 19, 2022, 49,807March 24, 2023, 64,532 stock options were fully vested and 1204,688 additional stock options will vest within 60 days of April 19, 2022.March 24, 2023. |
(19)(16)
| As of April 19, 2022, 56,475March 24, 2023, 74,746 stock options were fully vested and 4806,250 additional stock options will vest within 60 days of April 19, 2022.March 24, 2023. |
(20)(17)
| Represents 898,650641,507 shares and, 44,70160,328 stock options which were fully vested as of April 19, 2022. NoMarch 24, 2023. 6,250 additional stock options will vest within 60 days of April 19, 2022.March 24, 2023. Also includes 26,666 shares of common stock issuable upon the exercise of warrants which were exercisable beginning on May 7, 2020. The shares held directly by Aperture Venture Partners II, L.P., or II, Aperture Venture Partners II-A, L.P., or II-A, Aperture Venture Partners II-B, L.P., or II-B and Aperture Venture Partners III, L.P., or Aperture III Fund, are indirectly held by their general partners, Aperture Ventures II Management, LLC, or Aperture Management I, and Aperture Ventures III Management, LLC, or Aperture Management III, and, collectively with Aperture Management II, the Aperture Management and each individual managing directors of Aperture Management, the Managers. The Managers of Aperture Management are Anthony Natale, Eric H. Sillman, Paul E. Tierney, Jr. and Thomas P. Cooper. Each Manager disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein. Dr. Natale is a member of the Company’s Board of Directors and a Manager of Aperture Management. Aperture Management and each of the Managers share voting and dispositive power over the ordinary shares directly held by II, II-A, II-B and Aperture III Fund. Each Manager disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein. The address for Aperture Venture Partners II, II-A, II-B, Aperture III Fund, the Aperture Management, and each of the Manager is 645 Madison Ave., 20th Floor, NY, NY 10022. |
(21)(18)
| Represents 124,133 shares and 20,57734,641 stock options which were fully vested and no4,688 stock options which will vest within 60 days of April 19, 2022.March 24, 2023. |
(22)(19)
| Represents 0290,000 shares and no stock options which were fully vested and 07,292 stock options which will vest within 60 days of April 19, 2022.March 24, 2023. |
TABLE OF CONTENTS SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE DELINQUENT SECTION 16(A) REPORTS Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, except as described below, the Company believes that all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with during the year ended December 31, 2021. Four Form 4s reporting the November 12, 2021 grants for Mr. Mandarello, Mr. Portaro, Ms. Georgiadis, and Mr. McGrail were filed late due to administrative error. Three Form 3s, reporting the September 2021 appointment of Mr. Mandarello and the October 2021 appointments of Mr. McGrail and Mr. Shimizu, were filed late due to administrative error.2022.
Householding of Proxy Materials The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. Brokers with account holders who are Venus Concept stockholders may be “householding” our proxy materials. A single proxy statement may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in “householding.” If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker or (2) direct your written request to: General Counsel and Corporate Secretary, 235 Yorkland Blvd. Suite 900, Toronto, Ontario M2J 4Y8. Stockholders who currently receive multiple copies of this Proxy Statement at their address and would like to request “householding” of their communications should contact their broker or the Company, as applicable. In addition, we will promptly deliver, upon written or oral request to Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department, a separate copy of the Form 10-K, Proxy Statement, Proxy Card or Notice of Internet Availability of Proxy Materials to a stockholder at a shared address to which a single copy of the documents was delivered. Incorporation by Reference Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act, of 1933, as amended, or the Securities Exchange Act, of 1934, as amended, which might incorporate future filings made by us under those statutes, the Audit Committee Report will not be incorporated by reference into any of those prior filings, nor will any such report be incorporated by reference into any future filings made by us under those statutes. In addition, information on our website, other than our proxy statement, notice and form of proxy, is not part of the proxy soliciting material and is not incorporated herein by reference. As of the date of this Proxy Statement, the board of directors does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the Annual Meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the board of directors or, in the absence of such a recommendation, in the discretion of the proxy holder. TABLE OF CONTENTS We have filed our Annual Report on Form 10-K for the year ended December 31, 20212022 with the SEC. It is available free of charge aton the SEC’s website at www.sec.gov and on our website at http:// ir.venusconcept.com. Upon written request by a Venus Concept stockholder, we will mail without charge a copy of our Annual Report on Form 10-K, including the financial statements and financial statement schedules, but excluding exhibits to the Annual Report on Form 10-K. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to the General Counsel and Corporate Secretary, 235 Yorkland Blvd. Suite 900, Toronto, Ontario M2J 4Y8. | | | By Order of the Board of Directors | | | |
| | | | Domenic Serafino | | | | Rajiv De Silva | | | | Chief Executive Officer |
April 26, 202210, 2023 TABLE OF CONTENTS APPENDIX ASTATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION VENUS CONCEPT INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows: FIRST: The name of the Corporation is Venus Concept Inc. (the “Corporation”). SECOND: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 22, 2002 under the name Restoration Robotics, Inc. and such Certificate of Incorporation was amended on November 7, 2019. THIRD: The Board of Directors (the “Board”) of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Certificate of Incorporation as follows: 1. Article IV of the Certificate of Incorporation of the Corporation, as presently in effect, is hereby amended by deleting Section 3 in its entirety and replacing it with the following Section 3: Section 3. Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, the shares of the Corporation’s Common Stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Effective Time shall be combined into a smaller number of shares such that each [•] ([•]) shares of issued and outstanding Common Stock immediately prior to the Effective Time are combined into one (1) validly issued, fully paid and nonassessable share of Common Stock, par value $0.0001 per share. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the combination, following the Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such holder), will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share. In any event, cash will not be paid for fractional Common Stock. Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been combined, provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been combined. FOURTH: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this day of , 20 . | | | | | | | | | | By: | | | | | | | | | | Authorized Officer | | | | Title: | | | | | | | Name: | | | | | | | | | | Print or Type |
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