Small Company Offering and Sale of Securities Without Registration (d)

o

None

Entity Type

0001409269

Restoration Robotics, Inc.

Restoration Robotics Inc

x Corporation

o Limited Partnership

o Limited Liability Company

o General Partnership

o Business Trust

o Other

Name of Issuer

 Venus Concept Inc.

Jurisdiction of Incorporation/Organization

DELAWARE 

Year of Incorporation/Organization
	x	Over Five Years Ago
	o	Within Last Five Years (Specify Year)
	o	Yet to Be Formed

2. Principal Place of Business and Contact Information
Name of Issuer
Venus Concept Inc.

Street Address 1		Street Address 2
235 YORKLAND BLVD.		SUITE 900

City	State/Province/Country	ZIP/Postal Code	Phone No. of Issuer
TORONTO	ONTARIO, CANADA	M2J 4Y8	877-848-8430

3. Related Persons

Last Name	First Name	Middle Name
Serafino	Domenic

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

x

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

---

Last Name	First Name	Middle Name
Tammenoms Bakker	Juliet

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

---

Last Name	First Name	Middle Name
Barry	Scott

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

---

Last Name	First Name	Middle Name
Kong	Garheng

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

---

 

Last Name	First Name	Middle Name
Lacchin	Louise

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

---

Last Name	First Name	Middle Name
LaPorte	Fritz

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

---

Last Name	First Name	Middle Name
Natale	Anthony

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

---

Last Name	First Name	Middle Name
Sullivan	Keith

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

---

 

Last Name	First Name	Middle Name
Moll	Frederic

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

o

Executive Officer

x

Director

o

Promoter

Clarification of Response (if Necessary)

---

Last Name	First Name	Middle Name
Della Penna	Domenic

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

---

Last Name	First Name	Middle Name
Di Sisto	Domenic

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

---

Last Name	First Name	Middle Name
Georgiadis	Anna

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

---

 

Last Name	First Name	Middle Name
Iger	Yoni

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

---

Last Name	First Name	Middle Name
Kang	Melissa

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

---

Last Name	First Name	Middle Name
Kelley	William

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

---

Last Name	First Name	Middle Name
Sinay	Soeren	Maor

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

---

 

Last Name	First Name	Middle Name
Vaynberg	Boris

Street Address 1	Street Address 2
235 Yorkland Blvd.	Suite 900

City	State/Province/Country	ZIP/Postal Code
Toronto	ONTARIO, CANADA	M2J 4Y8

Relationship:

x

Executive Officer

o

Director

o

Promoter

Clarification of Response (if Necessary)

---

 

4. Industry Group

o	Agriculture			Health Care		o	Retailing
	Banking & Financial Services			o	Biotechnology	o	Restaurants
	o	Commercial Banking		o	Health Insurance		Technology
	o	Insurance		o	Hospitals & Physicians		o	Computers
	o	Investing		o	Pharmaceuticals		o	Telecommunications
	o	Investment Banking		x	Other Health Care		o	Other Technology
	o	Pooled Investment Fund					Travel
	o	Other Banking & Financial Services	o	Manufacturing			o	Airlines & Airports
				Real Estate			o	Lodging & Conventions
				o	Commercial		o	Tourism & Travel Services
				o	Construction		o	Other Travel
				o	REITS & Finance	o	Other
				o	Residential
				o	Other Real Estate
o	Business Services
	Energy
	o	Coal Mining
	o	Electric Utilities
	o	Energy Conservation
	o	Environmental Services
	o	Oil & Gas
	o	Other Energy

5. Issuer Size

Revenue Range		Aggregate Net Asset Value Range
o	No Revenues	o	No Aggregate Net Asset Value
o	$1 - $1,000,000	o	$1 - $5,000,000
o	$1,000,001 - $5,000,000	o	$5,000,001 - $25,000,000
o	$5,000,001 - $25,000,000	o	$25,000,001 - $50,000,000
o	$25,000,001 - $100,000,000	o	$50,000,001 - $100,000,000
o	Over $100,000,000	o	Over $100,000,000
x	Decline to Disclose	o	Decline to Disclose
o	Not Applicable	o	Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

o	Rule 504(b)(1) (not (i), (ii) or (iii))	o	Rule 505
o	Rule 504 (b)(1)(i)	x	Rule 506(b)
o	Rule 504 (b)(1)(ii)	o	Rule 506(c)
o	Rule 504 (b)(1)(iii)	o	Securities Act Section 4(a)(5)
		o	Investment Company Act Section 3(c)

7. Type of Filing

x

New Notice

Date of First Sale

2019-11-07

o

First Sale Yet to Occur

o

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

o

Yes

x

No

9. Type(s) of Securities Offered (select all that apply)

o	Pooled Investment Fund Interests	x	Equity
o	Tenant-in-Common Securities	o	Debt
o	Mineral Property Securities	x	Option, Warrant or Other Right to Acquire Another Security
x	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	o	Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?	x	Yes	o	No
Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

$ 0 USD

12. Sales Compensation

Recipient			Recipient CRD Number	o	None
Evercore Group L.L.C.			42405
(Associated) Broker or Dealer	x	None	(Associated) Broker or Dealer CRD Number	x	None
Street Address 1			Street Address 2
56 East 52nd St.

City	State/Province/Country	ZIP/Postal Code
NewYork	NEW YORK	10004

State(s) of Solicitation	o	All States	o	Foreign/Non-US
RHODE ISLAND  NEW YORK  GEORGIA  CALIFORNIA  VIRGINIA  OHIO  FLORIDA  MASSACHUSETTS  ARKANSAS  UTAH  ILLINOIS  CONNECTICUT  WEST VIRGINIA  DISTRICT OF COLUMBIA  KENTUCKY  ARIZONA  MONTANA  OREGON  LOUISIANA  WASHINGTON  NEW JERSEY  PUERTO RICO  ALASKA  ALABAMA  TEXAS  COLORADO  PENNSYLVANIA  NORTH CAROLINA

---

Recipient			Recipient CRD Number	o	None
Oppenheimer & Co. Inc.			249
(Associated) Broker or Dealer	x	None	(Associated) Broker or Dealer CRD Number	x	None
Street Address 1			Street Address 2
85 Broad St. 22nd

City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10004

State(s) of Solicitation	x	All States	o	Foreign/Non-US

---

Recipient			Recipient CRD Number	o	None
Northland Securities, Inc.			40258
(Associated) Broker or Dealer	x	None	(Associated) Broker or Dealer CRD Number	x	None
Street Address 1			Street Address 2
150 South Fifth Street			Suite 3300

City	State/Province/Country	ZIP/Postal Code
Minneapolis	MINNESOTA	55402

State(s) of Solicitation	x	All States	o	Foreign/Non-US

---

 

13. Offering and Sales Amounts

Total Offering Amount	$ 50516865 USD	o Indefinite
Total Amount Sold	$ 50516865 USD
Total Remaining to be Sold	$ 0 USD	o Indefinite

Clarification of Response (if Necessary)

$28,064,925 for units of Common Stock and Warrants; remaining $22,451,940 is the aggregate exercise price for the Warrants.

14. Investors

o	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering
	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	28

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$ 1050000 USD	x	Estimate
Finders' Fees	$ 0 USD	o	Estimate

Clarification of Response (if Necessary)

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$ 0 USD

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