Sec Form 13D Filing - InterWest Partners IX LP filing for Venus Concept Inc. (VERO) - 2019-11-15

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

InterWest Partners IX, LP

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

California

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

658,657 (1)

Shared Voting Power

0

Sole Dispositive Power

658,657 (1)

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

658,657 (1)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

2.2% (2)

Type of Reporting Person (See Instructions)

PN

On November 7, 2019, a merger (the “Merger”) was effected pursuant to the Agreement and Plan of Merger and Reorganization dated March 15, 2019, by and among the Issuer (formerly known as Restoration Robotics, Inc.), Radiant Merger Sub Ltd, an entity organized under the laws of Israel, and Venus Concept Ltd, an entity organized under the laws of Israel. Upon the consummation of the Merger, the outstanding principal amount of $2,000,000.00 and accrued and unpaid interest of $110,027.40 pursuant to the Reporting Person’s 8% unsecured subordinated convertible promissory note issued by the Issuer, dated as of February 28, 2019, was converted into 301,605 shares of the Issuer’s common stock (the “Note Conversion Shares”). The share data reported herein reflects the 1-for-15 reverse stock split that occurred after the note conversion on November 7, 2019.

Based on 29,667,622 shares of the Issuer’s Common Stock outstanding as of November 7, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2019.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

InterWest Management Partners IX, LLC (the General Partner of InterWest Partners IX, LP)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

California

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

658,657 (1)

Shared Voting Power

0

Sole Dispositive Power

658,657 (1)

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

658,657 (1)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

2.2% (2)

Type of Reporting Person (See Instructions)

OO

On November 7, 2019, the Merger was effected pursuant to the Agreement and Plan of Merger and Reorganization dated March 15, 2019, by and among the Issuer (formerly known as Restoration Robotics, Inc.), Radiant Merger Sub Ltd, an entity organized under the laws of Israel, and Venus Concept Ltd, an entity organized under the laws of Israel. Upon the consummation of the Merger, the outstanding principal amount of $2,000,000.00 and accrued and unpaid interest of $110,027.40 pursuant to the Reporting Person’s 8% unsecured subordinated convertible promissory note issued by the Issuer, dated as of February 28, 2019, was converted into 301,605 Note Conversion Shares. The share data reported herein reflects the 1-for-15 reverse stock split that occurred after the note conversion on November 7, 2019.

Based on 29,667,622 shares of the Issuer’s Common Stock outstanding as of November 7, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2019.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

Gilbert H. Kliman (a Managing Director of InterWest Management Partners IX, LLC)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

913 (1)

Shared Voting Power

658,657 (2)

Sole Dispositive Power

913 (1)

Shared Dispositive Power

658,657 (2)

Aggregate Amount Beneficially Owned by Each Reporting Person

659,570 (2)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

2.2% (3)

Type of Reporting Person (See Instructions)

IN

Consists of an option to purchase 913 shares of Common Stock that is held by the Reporting Person and immediately exercisable as of the date hereof (the “Kliman Option”). The share data reported herein reflects the 1-for-15 reverse stock split that occurred after the note conversion on November 7, 2019.

On November 7, 2019, the Merger was effected pursuant to the Agreement and Plan of Merger and Reorganization dated March 15, 2019, by and among the Issuer (formerly known as Restoration Robotics, Inc.), Radiant Merger Sub Ltd, an entity organized under the laws of Israel, and Venus Concept Ltd, an entity organized under the laws of Israel. Upon the consummation of the Merger, the outstanding principal amount of $2,000,000.00 and accrued and unpaid interest of $110,027.40 pursuant to the Reporting Person’s 8% unsecured subordinated convertible promissory note issued by the Issuer, dated as of February 28, 2019, was converted into 301,605 Note Conversion Shares. The share data reported herein reflects the 1-for-15 reverse stock split that occurred after the note conversion on November 7, 2019.

Based on 29,667,622 shares of the Issuer’s Common Stock outstanding as of November 7, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2019 plus the Kliman Option.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

Khaled A. Nasr (a Venture Member of InterWest Management Partners IX, LLC)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

658,657 (1)

Sole Dispositive Power

0

Shared Dispositive Power

658,657 (1)

Aggrega te Amount Beneficially Owned by Each Reporting Person

658,657 (1)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

2.2% (2)

Type of Reporting Person (See Instructions)

IN

On November 7, 2019, the Merger was effected pursuant to the Agreement and Plan of Merger and Reorganization dated March 15, 2019, by and among the Issuer (formerly known as Restoration Robotics, Inc.), Radiant Merger Sub Ltd, an entity organized under the laws of Israel, and Venus Concept Ltd, an entity organized under the laws of Israel. Upon the consummation of the Merger, the outstanding principal amount of $2,000,000.00 and accrued and unpaid interest of $110,027.40 pursuant to the Reporting Person’s 8% unsecured subordinated convertible promissory note issued by the Issuer, dated as of February 28, 2019, was converted into 301,605 Note Conversion Shares. The share data reported herein reflects the 1-for-15 reverse stock split that occurred after the note conversion on November 7, 2019.

Based on 29,667,622 shares of the Issuer’s Common Stock outstanding as of November 7, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2019.

Name of Reporting Persons. I.R.S. Identification No(s). of above person(s) (entities only)

Arnold L. Oronsky (a Managing Director of InterWest Management Partners IX, LLC)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC USE ONLY

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

☐

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

0

Shared Voting Power

658,657 (1)

Sole Dispositive Power

0

Shared Dispositive Power

658,657 (1)

Aggregate Amount Beneficially Owned by Each Reporting Person

658,657 (1)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

2.2% (2)

Type of Reporting Person (See Instructions)

IN

On November 7, 2019, the Merger was effected pursuant to the Agreement and Plan of Merger and Reorganization dated March 15, 2019, by and among the Issuer (formerly known as Restoration Robotics, Inc.), Radiant Merger Sub Ltd, an entity organized under the laws of Israel, and Venus Concept Ltd, an entity organized under the laws of Israel. Upon the consummation of the Merger, the outstanding principal amount of $2,000,000.00 and accrued and unpaid interest of $110,027.40 pursuant to the Reporting Person’s 8% unsecured subordinated convertible promissory note issued by the Issuer, dated as of February 28, 2019, was converted into 301,605 Note Conversion Shares. The share data reported herein reflects the 1-for-15 reverse stock split that occurred after the note conversion on November 7, 2019.

Based on 29,667,622 shares of the Issuer’s Common Stock outstanding as of November 7, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2019.

The entities and persons filing this Schedule 13D/A (collectively, the “Reporting Persons”) are:

The address of the principal place of business for each of the Reporting Persons is 2710 Sand Hill Road, Suite 200, Menlo Park, CA 94025.

The principal business of each of the Reporting Persons is venture capital investment.

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Citizenship/Place of Organization:

IWP IX:

IMP IX:

Kliman:

Nasr:

Oronsky:

Beneficial Ownership

Percentage of Class

Sole Voting Power

Shared Voting Power

Sole Dispositive Power

Shared Dispositive Power

Beneficial Ownership

Percentage of Class

Sole Voting Power

Shared Voting Power

Sole Dispositive Power

Shared Dispositive Power

IMP IX is the general partner of IWP IX.

Kliman and Oronsky are Managing Directors of IMP IX. Nasr is a Venture Member of IMP IX. The Managing Directors and Venture Member of IMP IX share voting and investment control over shares held by IWP IX. Beneficial ownership is expressly disclaimed, except to the extent of their pecuniary interest.

Based on 29,667,622 shares of Common Stock outstanding as of November 7, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2019.

Based on 29,667,622 shares of Common Stock outstanding as of November 7, 2019, as reported in the Issuer’s Form 10-Q filed with the SEC on November 14, 2019, plus the Kliman Option (as defined below).

Consists of an option to purchase 913 shares of Common Stock that is held by Kliman and immediately exercisable as of the date hereof (the “Kliman Option”).

ExhibitNumber

Exhibit Name