Sec Form 13D Filing - MASTERS CAPITAL MANAGEMENT LLC filing for Venus Concept Inc. (VERO) - 2021-12-23

Masters Capital Management, LLC

3060 Peachtree Road, NW, Suite 1425

Atlanta, Georgia 30305

Telephone- (404) 364-2021

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

4,599,173¹

9,499,173²

This Schedule 13D is being filed jointly by (i) Masters Special Situations, LLC, a Georgia limited liability company (“MSS”), (ii) Masters Capital Management, LLC, a Georgia limited liability company (“MCM”) and (iii) Michael Masters, a United States citizen (collectively, the “Reporting Persons”).

The principal business address of the Reporting Persons is 3060 Peachtree Road, NW, Suite 1425, Atlanta, Georgia 30305.

Michael Masters is the controlling founder of each of MSS and MCM, each an investment management firm that serves as the investment manager to certain private funds. 

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

The funds for the purchase of the Common Stock beneficially owned by the Reporting Persons came from the working capital of the private funds managed by each of MSS and MCM.

No borrowed funds were used to purchase the shares of Common Stock, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

The Common Stock held by the Reporting Persons was acquired for investment purposes in the ordinary course of the Reporting Persons’ investment activities.

MSS has the right to nominate a director to the board of directors of the Issuer and intends to nominate Dr. S. Tyler Hollmig, the Director of Dermatologic Surgery and Director of Laser & Cosmetic Dermatology at Dell Medical School at the University of Texas and Ascension Texas, who is unaffiliated with the Reporting Persons. MSS’s right to nominate a director is set forth in that certain Investor Rights Agreement, dated December 15, 2021 by and between the Issuer, MSS and certain of its affiliates.  MSS and certain of its affiliates are also party to the certain Registration Rights Agreement, dated December 15, 2021, by and between the Issuer, MSS and certain other parties thereto.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own.

(a)-(c)

As of the date hereof, (i) Michael Masters may be deemed to be the beneficial owner of 9,499,173 shares of Common Stock or 9.99% of the shares of Common Stock of the Issuer, (ii) MSS may be deemed to be the beneficial owner of 4,599,173 shares of Common Stock or 6.79% of the shares of Common Stock of the Issuer, and (iii) MCM may be deemed to be the beneficial owner of 4,900,000 shares of Common Stock or 7.23% of the shares of Common Stock of the Issuer, in each case based upon 67,761,802 shares of Common Stock and Nonvoting Preferred Stock outstanding as of December 15, 2021 according to the Issuer. As described herein with respect to the Ownership Cap, the terms of the Nonvoting Preferred Stock restrict the conversion of such shares to the extent that, upon such conversion, the number of shares of Common Stock then beneficially owned by the holder and its affiliates and any other person or entities with which such holder would constitute a Section 13(d) “group” would exceed 9.99% of the total number of shares of Common Stock then outstanding. Accordingly, notwithstanding the number of shares reported, the Reporting Person disclaims beneficial ownership of the shares of Common Stock issuable upon conversion of Nonvoting Preferred Stock to the extent that upon such conversion the number of shares beneficially owned by all Reporting Persons hereunder, in the aggregate, would exceed the Ownership Cap.

Michael Masters has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 9,499,173 shares of Common Stock.

MSS has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 4,599,173 shares of Common Stock.

MCM has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 4,900,000 shares of Common Stock.

Michael Masters has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 9,499,173 shares of Common Stock.

MSS has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 4,599,173 shares of Common Stock.

MCM has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 4,900,000 shares of Common Stock.

Transactions in the securities of the Issuer during the last sixty days are set forth in Exhibit B.

The aforementioned shares of Common Stock were acquired for investment purposes. The Reporting Persons may acquire additional securities of the Issuer, dispose of all or some of these securities from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Common Stock.

The Reporting Persons specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

This Item is not applicable.

An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A.

Schedule of Transactions in the Issuer is filed herewith as Exhibit B.

The Investor Rights Agreement and Registration Rights Agreement referenced in Item 4 are incorporated herein by reference to Exhibits 10.3 and 10.2, respectively, of the Issuer’s Form 8-K filed with the SEC on December 15.