Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(RULE 13D-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 240.13D-1(B), (C) AND (D) AND
AMENDMENTS THERETO FILED PURSUANT TO 240.13D-2
(Amendment No. 4)*
Venus Concept Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
92332W 204
(CUSIP Number)
Anthony J. Marsico, Esq.
Michael S. Lee, Esq.
Reed Smith LLP
599 Lexington Ave
New York, NY 10022
(212) 521-5400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 19, 2024
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
CUSIP No. 92332W 204 | 13G | Page 1 of 5 |
1. |
NAMES OF REPORTING PERSONS
SEDCO Capital Cayman Limited | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
50,778 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
50,778 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,77 8 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7% | |||||
12. | TYPE OF REPORTING PERSON (see instructions)
OO |
CUSIP No. 92332W 204 | 13G | Page 2 of 5 |
1. |
NAMES OF REPORTING PERSONS
SC Venus US Limited | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
62,223 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
62,223 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,223 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9% | |||||
12. | TYPE OF REPORTING PERSON (see instructions)
OO |
CUSIP No. 92332W 204 | 13G | Page 3 of 5 |
1. |
NAMES OF REPORTING PERSONS
SC Venus Opportunities Limited | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
62,223 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
62,223 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,223 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9% | |||||
12. | TYPE OF REPORTING PERSON (see instructions)
OO |
CUSIP No. 92332W 204 | 13G | Page 4 of 5 |
1. |
NAMES OF REPORTING PERSONS
SEDCO Capital Global Funds - SC Private Equity Global Fund IV | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
80,000 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
80,000 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,000 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1% | |||||
12. | TYPE OF REPORTING PERSON (see instructions)
OO |
CUSIP No. 92332W 204 | 13G | Page 5 of 5 |
1. |
NAMES OF REPORTING PERSONS
Saudi Economic and Development Securities Company | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Saudi Arabia |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
6. | SHARED VOTING POWER
255,223 | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
255,223 |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,223 | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.5% | |||||
12. | TYPE OF REPORTING PERSON (see instructions)
OO |
Explanatory Note
This Amendment No. 4 amends and restates the Statement on Schedule 13G filed on November 18, 2019 and amended by Amendment No. 1 filed on February 16, 2021, Amendment No. 2 filed on April 29, 2022, and Amendment No. 3 filed on September 19, 2024, and relates to the Reporting Persons beneficial ownership of shares of common stock, $0.0001 par value per share, of Venus Concept Inc. (the common stock). The Reporting Persons current beneficial ownership of the common stock is set forth on the cover pages hereto. On May 11, 2023, the Issuer effected a 15-for-1 reverse stock split (the Reverse Stock Split) of the Companys issued and outstanding common stock. The CUSIP for the Issuers common stock changed from 92332W105 to 92332W204. The amount of securities reported on this Schedule 13G/A has been adjusted to reflect the Reverse Stock Split.
Item 1.
(a) Name of Issuer:
Venus Concept Inc.
(b) Address of Issuers Principal Executive Offices:
235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8
Item 2.
This Schedule 13G is being jointly filed by and on behalf of each of SEDCO Capital Cayman Limited, SC Venus US Limited, SC Venus Opportunities Limited, SEDCO Capital Global FundsSC Private Equity Global Fund IV and Saudi Economic and Development Securities Company (each, a Reporting Person, and together, the Reporting Persons). SEDCO Capital Cayman Limited, SC Venus US Limited, SC Venus Opportunities Limited and SEDCO Capital Global FundsSC Private Equity Global Fund IV are the record holders of the securities set forth on the cover pages hereto. Saudi Economic and Development Securities Company is the investment manager of SC Venus US Limited, SC Venus Opportunities Limited and SEDCO Capital Global FundsSC Private Equity Global Fund IV and may be deemed to beneficially own securities held by SC Venus US Limited, SC Venus Opportunities Limited or SEDCO Capital Global FundsSC Private Equity Global Fund IV. Saudi Economic and Development Securities Company is the parent of SEDCO Capital Cayman Limited and may be deemed to beneficially own securities held by SEDCO Capital Cayman Limited.
(a)-(c) Name, Address and Citizenship of Reporting Persons
Reporting Person: SEDCO Capital Cayman Limited
Address: P.O. Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
Place of Organization: Cayman Islands
Reporting Person: SC Venus US Limited
Address: P.O. Box 709, Willow House, Cricket Square
Grand Cayman, KY1-1107, Cayman Islands
Place of Organization: Cayman Islands
SC Venus Opportunities Limited
Address: P.O. Box 709, Willow House, Cricket Square
Grand Cayman, KY1-1107, Cayman Islands
Place of Organization: Cayman Islands
SEDCO Capital Global FundsSC Private Equity Global Fund IV
Address: 5 Rue Jean Monnet
Luxembourg, L-2180
Place of Organization: Luxembourg
Saudi Economic and Development Securities Company
Address: King Abdulaziz Road, Al Morjan Dist.,
P.O. Box 13396, Jeddah 21493, Kingdom of Saudi Arabia
Place of Organization: Kingdom of Saudi Arabia
(d) Title of Class of Securities
Common Stock, $0.0001 par value per share.
(e) CUSIP Number
92332W 204
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
(b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
(e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
(f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
(g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
(h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
(j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
(k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
Not applicable.
Item 4. | Ownership. |
(a) Amount Beneficially Owned
SEDCO Capital Cayman Limited directly holds zero shares of common stock and warrants that may be exercised for 50,778 shares of common stock. SC Venus US Limited directly holds zero shares of common stock and warrants that may be exercised for 62,222 shares of common stock. SC Venus Opportunities Limited directly holds zero shares of common stock and warrants that may be exercised for 62,222 shares of common stock. SEDCO Capital Global FundsSC Private Equity Global Fund IV directly holds zero shares of common stock and warrants that may be exercised for 80,000 shares of common stock.
(b)-(c) Percent of Class and Number of Shares as to Which the Person Has (i) Sole Power to Vote or to Direct the Vote, (ii) Shared Power to Vote or to Direct the Vote, (iii) Sole Power to Dispose or to Direct the Disposition of, Shared Power to Dispose or to Direct the Disposition of
Reference is made as to each of the Reporting Persons hereunder to Rows 5-9 and 11 of each of the cover pages of this Schedule 13G and associated footnotes, which are incorporated by reference herein. The ownership percentages reported are based on 7,255,277 outstanding shares of common stock as of August 7, 2024, as reported in the Issuers Quarterly Report on Form 10-Q filed on August 13, 2024, and warrants held by the Reporting Persons that may be exercised for an aggregate of 255,222 shares of common stock.
Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
Item 9. | Notice of Dissolution of Group. |
Not applicable.
Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 30, 2024 | SEDCO Capital Cayman Limited | |||||
|
|
|
/s/ Shaik Mohammed Gouse | |||
Name: Shaik Mohammed Gouse | ||||||
Title: Director | ||||||
SC Venus US Limited | ||||||
|
|
|
/s/ Shaik Mohammed Gouse | |||
Name: Shaik Mohammed Gouse | ||||||
Title: Director | ||||||
SC Venus Opportunities Limited | ||||||
|
|
|
/s/ Shaik Mohammed Gouse | |||
Name: Shaik Mohammed Gouse | ||||||
Title: Director | ||||||
SEDCO Capital Global Funds SC Private Equity Global Fund IV | ||||||
|
|
|
/s/ Shaik Mohammed Gouse | |||
Name: Shaik Mohammed Gouse | ||||||
Title: Director | ||||||
Saudi Economic and Development Securities Company | ||||||
|
|
|
/s/ Shaik Mohammed Gouse | |||
Name: Shaik Mohammed Gouse | ||||||
Title: Director |
Exhibit Index
Exhibit | Description of Exhibit | |
99.1 | Joint Filing Agreement dated September 25, 2024 |