UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2023
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
Not Applicable
(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 Capital 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 2.02. |
Results of Operations and Financial Condition.
|
On February 7, 2022, Venus Concept Inc. (the “Company”) issued a press release announcing its preliminary fourth quarter and fiscal year 2022 revenue results and other updates to operations. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 of this Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section, nor 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
filing.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Effective March 6, 2023, Søren Maor Sinay, the Company’s Chief Operating Officer, has decided to leave the Company for personal reasons through mutual agreement
with the Company. On February 6, 2023, Mr. Sinay stepped down from his current role and will continue his employment with the Company as Senior Advisor until March 6, 2023. In connection with Mr. Sinay’s departure, the Company and Mr. Sinay
are finalizing the terms of his separation from the Company.
On February 6, 2023, William McGrail, the Company’s Vice President, Global Regulatory Affairs and Quality Assurance was appointed to the position of Senior Vice President, Technical Operations and Compliance, a
role that includes oversight of the Company’s manufacturing, supply chain and field service operations.
| Item 9.01. |
Financial Statements and Exhibits.
|
|
|
|
Description
|
|
|
|
Press release dated February 7, 2023. |
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
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 7, 2023
|
By:
|
/s/ Domenic Della Penna
|
| |
|
Domenic Della Penna
|
| |
|
Chief Financial Officer
|