Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On January 14, 2022, the Board of Directors (the "Board") of Venus Concept Inc.
(the "Company") appointed Stanley Tyler Hollmig, M.D. to serve on the Board as a
Class II director, effective January 14, 2022. The term of the Company's Class
II directors, including Mr. Hollmig, expires on the date of the Company's annual
meeting of stockholders to be held in 2022 or upon the election and
qualification of successor directors. The size of the Company's board has been
expanded to eight directors to accommodate this additional appointment.
As previously disclosed in the Company's December 15, 2021 Form 8-K filing, the
Company entered into that certain Investor Rights Agreement by and between
Masters Special Situations, LLC ("Masters") and the Company, dated December 15,
2021 (the "Investor Rights Agreement"). Pursuant to the terms of the Investor
Rights Agreement, Masters has designated Mr. Hollmig as its Board nominee. The
Investor Rights Agreement provided that, among other things, the Board nominee
(i) be qualified and suitable to serve as a member of the Board under all
applicable corporate governance policies and guidelines of the Company and the
Board and applicable legal, regulatory and stock exchange requirements and (ii)
meet the independence requirements of The NASDAQ Global Market and any other
stock exchange on which the Common Stock may be listed in the future. After
careful review of Mr. Hollmig's independence and qualifications, the Nominating
and Corporate Governance Committee recommended to the Board the appointment of
Mr. Hollmig as director.
There have been no transactions or arrangements between the Company and Mr.
Hollmig that are required to be disclosed under Item 404(a) of Regulation S-K.
Mr. Hollmig's compensation for Board service is consistent with the arrangements
described in the Company's definitive proxy statement filed on April 26, 2021,
under "Director Compensation."
Item 8.01 Other Events.
On January 18, 2022, the Company issued a press release relating to receipt of
FDA 510(k) clearance to market and sell Venus BlissMAX, a new product intended
for non-invasive lipolysis of the abdomen and flanks in individuals with a Body
Mass Index (BMI) of 30 or less, temporary reduction in the appearance of
cellulite and muscle conditioning to stimulate healthy muscles. A copy of the
press release is attached hereto and filed as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Press release dated January 18, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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