Attached files
| file | filename |
|---|---|
| EX-99.3 - EX-99.3 - Venus Concept Inc. | d879963dex993.htm |
| EX-99.2 - EX-99.2 - Venus Concept Inc. | d879963dex992.htm |
| EX-99.1 - EX-99.1 - Venus Concept Inc. | d879963dex991.htm |
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): February 14, 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 Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 14, 2020, Frederic Moll resigned from Venus Concept Inc.’s (the “Company”) board of directors and the Audit Committee of the Company’s board of directors on which he served. The resignation was not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
On February 14, 2020, Juliet Tammenoms Bakker resigned from the Company’s board of directors and the Nominating and Corporate Governance Committee of the Company’s board of directors on which she served. The resignation was not the result of any disagreements with the Company relating to the Company’s operations, policies or practices.
The resignations of Frederic Moll and Juliet Tammenoms Bakker are attached hereto as exhibits 99.1 and 99.2, respectively.
| Item 7.01. | Regulation FD Disclosure. |
On February 14, 2020, Venus Concept, Inc. issued the press release attached hereto as Exhibit 99.3 and which is incorporated herein by reference.
This information is intended to be furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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.
| VENUS CONCEPT INC. | ||||||
| Date: February 14, 2020 | By: | /s/ Domenic Della Penna | ||||
| Domenic Della Penna | ||||||
| Chief Financial Officer | ||||||