Sec Form 13D Filing - MASTERS CAPITAL MANAGEMENT LLC filing for Venus Concept Inc. (VERO) - 2022-11-21

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)

8,099,173¹

IA, OO

22,999,173³

7,495,198⁴

5,825,401⁵

8,099,173⁶

Identity and Background.

Item 2 is hereby amended and supplemented as follows:

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”), (iii) Michael Masters, a United States citizen, (iv) Marlin Fund, Limited Partnership, a Georgia limited partnership (“MFLP”), (iv) Marlin Fund II, Limited Partnership, a Georgia limited partnership (“MFIILP”), and (v) MSS VC SPV LP, a Delaware limited partnership (“MSSVC”) (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, including MFLP, MFIILP, Marlin Fund III Limited Partnership (“MFIIILP”), Marlin Master Fund Offshore II, LP (“MMFO”) and MSSVC.

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 (including MFLP, MFIILP and MSSVC).

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.

Item 4 is hereby supplemented by adding thereto the following:

On November 18, 2022, the Issuer entered into a stock purchase agreement (the “Stock Purchase Agreement”) with certain investors, including MFLP, MFIILP, MFIIILP, MMFO and MSSVC (collectively, the “Masters Investors”), pursuant to which, on November 18, 2022, the Issuer issued and sold to the Masters Investors an aggregate of 1,350,000 shares of Voting Preferred Stock (the “2022 Private Placement”). The Voting Preferred Stock will convert into shares of Common Stock on a one for ten basis (i) at the option of an Investor upon delivery of a valid conversion notice to the Issuer or (ii) automatically upon the occurren ce of certain events. The Voting Preferred Stock votes with the Common Stock on an as-converted basis. Simultaneously with the issuance of the Voting Preferred Stock in connection with the 2022 Private Placement, MSSVC converted 3,790,755 shares of Nonvoting Preferred Stock into 3,790,755 shares of Common Stock (and, in order to enable such conversion, the Issuer eliminated the 9.9% conversion limitation relating thereto).

In connection with the 2022 Private Placement, the Issuer amended the Registration Rights Agreement (as amended, the “A&R Registration Rights Agreement”) to, among other things, include shares of Common Stock issuable upon conversion of the Voting Preferred Stock to be treated as “Registrable Securities” thereunder.

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 of this Amendment No. 1 to Schedule 13D, (i) Michael Masters may be deemed to be the beneficial owner of 22,999,173 shares of Common Stock or 26.47% of the shares of Common Stock of the Issuer, (ii) MSS may be deemed to be the beneficial owner of 8,099,173 shares of Common Stock or 9.32% of the shares of Common Stock of the Issuer, (iii) MCM may be deemed to be the beneficial owner of 14,900,000 shares of Common Stock or 17.15% of the shares of Common Stock of the Issuer, (iv) MFLP may be deemed to be the beneficial owner of 7,495,198 shares of Common Stock or 8.63% of the shares of Common Stock of the Issuer, (v) MFIILP may be deemed to be the beneficial owner of 5,825,401 shares of Common Stock or 6.71% of the shares of Common Stock of the Issuer, and (vi) MSSVC may be deemed to be the beneficial owner of 8,099,173 shares of Common Stock or 9.32% of the shares of Common Stock of the Issuer, in each case based upon 73,375,328 shares of Common Stock outstanding as of November 18, 2022 according to the Issuer (which excludes, for the avoidance of doubt, outstanding Voting Preferred Stock), after giving effect to the transactions described in Item 4.

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 22,999,173 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 8,099,173 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 14,900,000 shares of Common Stock.

MFLP 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 7,495,198 shares of Common Stock.

MFIILP 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 5,825,401 shares of Common Stock.

MSSVC 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 8,099,173 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 22,999,173 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 8,099,173 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 14,900,000 shares of Common Stock.

MFLP 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 7,495,198 shares of Common Stock.

MFIILP has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to vote or direct the vote of 5,825,401 shares of Common Stock.

MSSVC 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 8,099,173 shares of Common Stock.

Transactions in the securities of the Issuer during the last sixty days are set forth in Item 4 set forth above.

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.

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.

The A&R Registration Rights Agreement referenced in Item 4 is incorporated herein by reference to Exhibit 10.2 of the Issuer’s Form 8-K filed with the SEC on November 18, 2022.