UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): April 30, 2020
VENUS CONCEPT INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-38238 | 06-1681204 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
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
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.0001 par value per share | VERO | The Nasdaq Global Market |
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 Rule12b-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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective April 15, 2020, William Kelley, Venus Concept Inc.’s (the “Company”) President, Global Sales separated from service with the Company. On April 30, 2020, William Kelley and Venus Concept USA, Inc. entered into Confidential Separation and General Release Agreement (the “Separation Agreement”).
Pursuant to the terms of the Separation Agreement, Mr. Kelley is entitled to receive, in connection with his separation, the amount of any unpaid salary through the separation date, any unpaid commission through the separation date and reimbursement of any business-related expenses. Additionally, Mr. Kelley is entitled to receive separation payments in the gross amount of $125,000. The separation payments are payable in four installments through September 2020. All payments are subject to applicable withholdings and deductions. Subject to Mr. Kelley’s release of claims, his company-provided health benefits will continue through April 30, 2021.
All of Mr. Kelley’s unvested equity awards expired and terminated upon the date of his separation. Subject to the terms of the award agreements and the Company’s incentive compensation plans, Mr. Kelley may exercise his vested options through April 15, 2021. The Separation Agreement contains a general release of claims for the benefit of the Company and its affiliates and a covenant not to sue, as well as standard confidentiality,non-disclosure andnon-disparagement agreements. Mr. Kelley’snon-competition agreement continues for a period of six months from the date of his separation.
The foregoing summary of certain terms of the Separation Agreement is qualified in its entirety by the terms of the definitive copy thereof, which is filed as an exhibit to thisForm 8-K as Exhibit 10.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following document is furnished herewith as an exhibit to this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VENUS CONCEPT INC. | ||
By: | /s/ Domenic Della Penna | |
Domenic Della Penna | ||
Chief Financial Officer |
Date: May 6, 2020