Venus Concept Inc. files S-1 registration statement

TL;DR

**Venus Concept Inc. has filed an S-1 registration statement with the SEC, signaling potential future public offerings.**

AI Summary

Venus Concept Inc. (VERO) filed a IPO Registration (S-1) with the SEC on April 3, 2024. Venus Concept Inc. filed an S-1 registration statement with the SEC on April 3, 2024. The company was formerly known as Restoration Robotics, Inc. Venus Concept Inc. is incorporated in Delaware. The company's principal executive offices are located at 235 Yorkland Blvd, Suite 900, Toronto, Ontario M2J 4Y8. The filing indicates the company is not a large accelerated filer, accelerated filer, or non-accelerated filer, suggesting it may be a smaller reporting company or emerging growth company.

Why It Matters

For investors and stakeholders tracking Venus Concept Inc., this filing contains several important signals. The S-1 filing is a prerequisite for companies planning to offer securities to the public, indicating Venus Concept Inc. may be seeking to raise capital or facilitate secondary market trading of its shares. The historical name changes suggest a period of significant corporate evolution, potentially including mergers, acquisitions, or strategic shifts that could impact its current business and future prospects.

Risk Assessment

Risk Level: low — Venus Concept Inc. shows low risk based on this filing. The filing is an S-1 registration statement, which is a preliminary step for public offerings and does not contain operational or financial performance data, making a definitive risk assessment impossible at this stage.

Analyst Insight

Monitor for subsequent filings (e.g., 8-K, 10-Q, 10-K) for detailed financial performance, business operations, and risk factor disclosures.

Key Players & Entities

• Venus Concept Inc. (company) — Registrant
• Securities and Exchange Commission (regulator) — SEC
• April 3, 2024 (date) — Filing Date
• Restoration Robotics, Inc. (company) — Former Company Name
• Delaware (jurisdiction) — State of Incorporation
• 235 Yorkland Blvd, Suite 900 Toronto, Ontario M2J 4Y8 (address) — Principal Executive Offices
• Michael Mandarello (person) — General Counsel and Corporate Secretary
• Dorsey & Whitney LLP (company) — Legal Counsel

FAQ

Risk Factors

• Form S-1 Filing [low — regulatory]: This filing is a registration statement under the Securities Act of 1933, indicating the company's intent to offer securities to the public.

Industry Context

Venus Concept Inc. operates in the medical device industry, specifically in aesthetic and medical technologies.

Regulatory Implications

The S-1 filing is a standard regulatory requirement for companies planning to issue securities in the United States, governed by the Securities Act of 1933.

What Investors Should Do

1. Review the full S-1 filing for detailed business descriptions, risk factors, and financial information once available.
2. Track future SEC filings for updates on the company's offering status and financial health.
3. Research the company's market position and competitive landscape within the medical device sector.

Key Dates

• 2024-04-03: Filing of S-1 Registration Statement — Indicates Venus Concept Inc.'s intent to offer securities to the public.

Year-Over-Year Comparison

This is the initial S-1 filing, so no prior filing data is available for comparison.

Key Financial Figures

• $0.0001 — to 874,990 shares of our common stock, $0.0001 par value per share (" Common Stock "),
• $0.63 — Stock on the Nasdaq Capital Market was $0.63 per share. Investing in our securities
• $1.465 — n institutional investors at a price of $1.465 per share in a registered direct offeri
• $2,500,000 — ed March 31, 2023 was below the minimum $2,500,000 required for continued listing under Li

Filing Documents

• ny20025682x1_s1.htm (S-1) — 1010KB
• ny20025682x1_ex5-1.htm (EX-5.1) — 6KB
• ny20025682x1_ex21-1.htm (EX-21.1) — 17KB
• ny20025682x1_ex23-2.htm (EX-23.2) — 3KB
• ny20025682x1_ex107.htm (EX-FILING FEES) — 12KB
• logo_venus.jpg (GRAPHIC) — 36KB
• ny20025682x1_ex5-1img1.jpg (GRAPHIC) — 281KB
• ny20025682x1_ex23-2img1.jpg (GRAPHIC) — 8KB
• 0001140361-24-017610.txt ( ) — 1495KB

RISK FACTORS

RISK FACTORS 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 7

USE OF PROCEEDS

USE OF PROCEEDS 8 SELLING STOCKHOLDERS 8 PLAN OF DISTRIBUTION 11 LEGAL MATTERS 14 EXPERTS 14 INCORPORATION BY REFERENCE 15 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 16 WHERE YOU CAN FIND MORE INFORMATION 16 TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus relates to the resale, from time to time, by the selling stockholders identified in this prospectus under "Selling Stockholders" beginning on page 8 , of up to 874,990 shares of our Common Stock issuable upon exercise of the Warrants. We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of shares of our Common Stock by the selling stockholders under this prospectus. This prospectus is part of a registration statement on Form S-1 that we have filed with the Securities and Exchange Commission (the " SEC "). This prospectus omits some of the information contained in the registration statement, and we refer you to the full registration statement for further information about us and the securities being offered by the selling stockholders under this prospectus. Before making an investment decision, you should read, in addition to this prospectus and the registration statement, any documents that we incorporate by reference in this prospectus, as referred to under "Incorporation By Reference" beginning on page 8 , and the information under "Where You Can Find More Information" beginning on page 16 . Any statement contained in the prospectus concerning the provisions of any document filed as an exhibit to the registration statement or otherwise filed with the SEC is not necessarily complete, and in each instance reference is made to the copy of the document filed. You should review the complete document to evaluate these statements. Further, you should not assume that the information in this prospectus or any documents incorporated by reference herein is accurate as of any date other than the

Risk Factors

Risk Factors Our operations and financial results are subject to various risk and uncertainties. Before deciding to invest in our securities, you should carefully consider the factors described under "Risk Factors" beginning on page 6 of this prospectus, as well as the other information included elsewhere in this prospectus, and the risk factors described under "Part I, Item 1A. Risk Factors" in our most recent Annual Report on Form 10-K and in any subsequently-filed Quarterly Reports on Form 10-Q, and those contained in our other filings with the SEC that are incorporated by reference in this prospectus. Any of the foregoing risk factors could adversely affect our business, results of operations, financial condition and prospects. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business operations. Corporate Information We were founded on November 22, 2002 as a Delaware corporation under the name Restoration Robotics, Inc. We changed our corporate name to Venus Concept Inc. on November 7, 2019. Our principal executive offices are located at 235 Yorkland Blvd., Suite 900, Toronto, Ontario M2J 4Y8 and our telephone number is (877) 848-8430. Our website address is https://www.venusconcept.com/en-us/. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus. We have included our website address as an inactive textual reference only. 4 TABLE OF CONTENTS THE OFFERING Common Stock Offered by the Selling Stockholders Up to 874,990 shares of our Common Stock issuable upon exercise of the Warrants. Terms of this Offering The selling stockholders may sell the shares of our Common Stock offered by this prospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other

Use of Proceeds

Use of Proceeds We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of shares of our Common Stock by the selling stockholders under this prospectus. All proceeds from the sale of shares of our Common Stock offered by this prospectus will be for the account of the selling stockholders. Registration Rights We have filed the registration statement on Form S-1, of which this prospectus forms a part, to satisfy registration rights we granted to the selling stockholders. Nasdaq Capital Market Symbol VERO

Risk Factors

Risk Factors Investing in our securities involves a high degree of risk and purchasers of our Common Stock may lose their entire investment. See the information contained in or incorporated by reference under "Risk Factors" beginning on page 6 of this prospectus, and in the documents incorporated by reference into this prospectus, before deciding to invest in our securities. 5 TABLE OF CONTENTS

RISK FACTORS

RISK FACTORS Investing in our securities involves significant risks. Please see the risk factors discussed below, as well as the risk factors under the heading "Item 1A – Risk Factors" in our most recent Annual Report on Form 10-K and in any subsequently-filed Quarterly Reports on Form 10-Q, in addition to those contained in our other filings with the SEC that are incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus. These risks could materially affect our business, financial condition or results of operations and cause the value of our securities to decline. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities. 6 TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus, and the documents incorporated by reference into this prospectus, contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the " Securities Act ") and Section 21E of the Securities Exchange Act of 1934, as amended (the " Exchange Act "). Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. In some cases, you can identify these statements by words such as such as "anticipates," "believes," "plans," "expects," "projects," "future," "intends," "may," "should," "could," "estimates," "predicts," "potential," "continue," "guidance," and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements include, but are not limited to, statements about: our de

USE OF PROCEEDS

USE OF PROCEEDS We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of shares of our Common Stock by the selling stockholders under this prospectus. All proceeds from the sale of shares of our Common Stock offered by this prospectus will be for the account of the selling stockholders. The selling stockholders will bear all brokerage commissions and similar expenses attributable to the sale of shares under this prospectus, and we will bear all costs, expenses and fees in connection with the

View Full Filing

View this S-1 filing on SEC EDGAR