Filed by the Registrant ☒
|
| |
Filed by a party other than the Registrant ☐
|
☐
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☒
|
Definitive Proxy Statement
|
☐
|
Definitive Additional Materials
|
☐
|
Soliciting Material Under §240.14a-12
|
Venus Concept Inc.
|
(Name of Registrant as Specified In Its Charter)
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
1.
|
To elect three directors to hold office until the 2023 annual meeting of stockholders or until their successors are elected and qualified;
|
2.
|
To approve the issuance of shares of 6,600,000 shares of common stock of the Company upon the conversion of the 660,000 shares of Series A Convertible Preferred Stock issued by the Company on March 19, 2020;
|
3.
|
To ratify the selection, by the audit committee of the Company’s board of directors, of MNP LLP, as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2020; and
|
4.
|
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
|
|
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
Domenic Serafino
|
|
| |
Chief Executive Officer
|
•
|
This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.
|
•
|
The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.
|
•
|
Proposal 1—the election of three Class III directors to hold office until our 2023 annual meeting of stockholders;
|
•
|
Proposal 2—the approval of issuance of 6,600,000 shares of common stock of the Company upon the conversion of the 660,000 shares of Series A Convertible Preferred Stock; and
|
•
|
Proposal 3—the ratification of the selection, by the audit committee of our board of directors, of MNP LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2020.
|
•
|
For Proposal 1, you may either vote “For” all the nominees to the board of directors or you may “Withhold” your vote for any nominee you specify.
|
•
|
For Proposal 2, you may either vote “For” or “Against” or abstain from voting.
|
•
|
For Proposal 3, you may either vote “For” or “Against” or abstain from voting.
|
•
|
To vote at the Annual Meeting, attend the Annual Meeting online and follow the instructions posted at www.virtualshareholdermeeting.com/VERO2020.
|
•
|
To vote using the Proxy Card, simply complete, sign and date the accompanying Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card before the Annual Meeting, we will vote your shares in accordance with the Proxy Card.
|
•
|
To vote by proxy over the internet, follow the instructions provided on the Notice of Internet Availability.
|
•
|
To vote by telephone, you may vote by proxy by calling the toll free number found on the Notice of Internet Availability.
|
•
|
You may submit another properly completed proxy with a later date.
|
•
|
You may send a written notice that you are revoking your proxy to our General Counsel and Corporate Secretary at 235 Yorkland Blvd., Suite 900, Toronto, Ontario M2J 4Y8.
|
•
|
You may attend the Annual Meeting online and vote by following the instructions at www.proxyvote.com. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
|
•
|
Class I directors: Domenic Serafino and Keith Sullivan, whose current terms will expire at the annual meeting of stockholders to be held in 2021;
|
•
|
Class II directors: Louise Lacchin and Anthony Natale, M.D., whose current terms will expire at the annual meeting of stockholders to be held in 2022; and
|
•
|
Class III directors: Scott Barry, Fritz LaPorte and Garheng Kong, M.D., whose current terms will expire at the Annual Meeting.
|
(1)
|
Member of the audit committee.
|
(2)
|
Member of the compensation committee.
|
(3)
|
Member of the nominating and corporate governance committee.
|
|
| |
Year Ended
December 31, |
|||
|
| |
2018
|
| |
2019
|
Audit Fees(1)
|
| |
$552,664
|
| |
$1,326,949
|
Tax Fees(2)
|
| |
43,549
|
| |
93,833
|
Audit-Related Fees
|
| |
—
|
| |
—
|
All Other Fees
|
| |
—
|
| |
—
|
Total Fees
|
| |
$596,213
|
| |
$1,420,782
|
(1)
|
Audit fees are fees billed related to the audit of our annual consolidated financial statements included in our annual report on Form 10-K; the review of our quarterly consolidated financial statements; comfort letters, consents and assistance with and review of documents filed with the SEC, including Restoration Robotics’ Registration Statement on Form S-4 filed in connection with the Merger. For the year ended December 31, 2019, amounts billed by Grant Thornton LLP account for $270,011 of Audit Fees, and amounts billed by MNP LLP account for $1,056,938 Audit Fees.
|
(2)
|
Tax Fees consist of fees billed for tax compliance, tax advice and tax planning services.
|
|
| |
Audit Committee
|
|
| |
Louise Lacchin
|
|
| |
Anthony Natale, M.D.
|
|
| |
Fritz LaPorte
|
•
|
appoints our independent registered public accounting firm;
|
•
|
evaluates the independent registered public accounting firm’s qualifications, independence and performance;
|
•
|
determines the engagement of the independent registered public accounting firm;
|
•
|
reviews and approves the scope of the annual audit and the audit fee;
|
•
|
discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly consolidated financial statements;
|
•
|
approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;
|
•
|
monitors the rotation of partners of the independent registered public accounting firm on our engagement team in accordance with requirements established by the SEC;
|
•
|
is responsible for reviewing our consolidated financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;
|
•
|
reviews our critical accounting policies and estimates; and
|
•
|
reviews the audit committee charter and the committee’s performance at least annually.
|
•
|
personal and professional integrity;
|
•
|
ethics and values;
|
•
|
experience in corporate management, such as serving as an officer or former officer of a publicly held company;
|
•
|
experience in the industries in which we compete;
|
•
|
experience as a board member or executive officer of another publicly held company;
|
•
|
diversity of expertise and experience in substantive matters pertaining to our business relative to other board members;
|
•
|
conflicts of interest; and
|
•
|
practical and mature business judgment.
|
(1)
|
Dr. Kong, a member of the Company’s Board, is affiliated with HealthQuest Capital Management Company LLC (“HealthQuest”).
|
(2)
|
Mr. Barry, a member of the Company’s Board, is affiliated with the EW Healthcare Partners, L.P. and related investment entities (“EW Entities”).
|
Name
|
| |
Common Stock
|
| |
Warrant Shares
|
| |
Aggregate
Purchase Price |
HealthQuest Capital Management Company LLC(1)
|
| |
1,333,333
|
| |
666,666.5
|
| |
$4,999,999
|
EW Entities(2)
|
| |
1,555,259
|
| |
748,674
|
| |
$5,615,055
|
SEDCO
|
| |
4,266,665
|
| |
2,133,332.50
|
| |
$15,999,994
|
Soeren Maor Sinay(3)
|
| |
66,659
|
| |
33,329.50
|
| |
$249,971
|
Domenic Della Penna(4)
|
| |
26,663
|
| |
13,331.50
|
| |
$99,986
|
William Kelley(5)
|
| |
13,333
|
| |
6,666.50
|
| |
$49,999
|
Boris Vaynberg(6)
|
| |
5,333
|
| |
2,666.50
|
| |
$19,999
|
Melissa Kang(7)
|
| |
9,333
|
| |
4,666.50
|
| |
$34,999
|
(1)
|
Dr. Kong, a member of the Company’s Board, is affiliated with HealthQuest Capital.
|
(2)
|
Mr. Barry, a member of the Company’s Board, is affiliated with the EW Entities.
|
(3)
|
Mr. Sinay is the Company’s Chief Operating Officer.
|
(4)
|
Mr. Della Penna is the Company’s Chief Financial Officer.
|
(5)
|
Mr. Kelley was the Company’s President, Global Sales.
|
(6)
|
Mr. Vaynberg is the Company’s Chief Technology Officer.
|
(7)
|
Ms. Kang is the Company’s Vice President of Global Marketing.
|
Name
|
| |
Convertible Note
Aggregate Principal Amount |
Aperture Venture Partners and related investment entities
|
| |
$749,999
|
HealthQuest Partners II, L.P.
|
| |
$7,500,000
|
Longitude Venture Partners II, L.P.
|
| |
$1,300,000
|
EW Entities
|
| |
$14,999,999
|
Frederic Moll, M.D.
|
| |
$1,000,000
|
Committee
|
| |
Chair
|
| |
Other Member
|
Audit committee
|
| |
$15,000
|
| |
$7,500
|
Compensation committee
|
| |
12,500
|
| |
6,250
|
Nominating and corporate governance committee
|
| |
7,500
|
| |
3,750
|
(1)
|
Amounts shown represent the grant date fair value of stock awards and options granted as calculated in accordance with ASC Topic 718, Stock-based compensation. See note 14 of the audited consolidated financial statements included in the Form 10-K for the assumptions used in calculating these amounts. As of December 31, 2019, these non-employee directors held options to purchase the aggregate number of shares of our common stock set forth in the table below.
|
Name
|
| |
Shares
Subject to Outstanding Options |
| |
Shares
Subject to Outstanding Stock Awards |
Frederic Moll, M.D.
|
| |
913
|
| |
—
|
Jeffrey Bird, M.D., Ph.D.
|
| |
913
|
| |
—
|
Gil Kliman, M.D.
|
| |
913
|
| |
—
|
Keith J. Sullivan
|
| |
1,827
|
| |
—
|
Craig Taylor
|
| |
913
|
| |
—
|
Shelley Thunen
|
| |
4,863
|
| |
—
|
(2)
|
In July 2018, Mr. Sullivan commenced services with the Board, and in November 2018 he joined Restoration Robotics as its Chief Commercial Officer. In 2019 beyond the restricted stock and retention awards described below, he did not receive any other cash compensation, bonus or perquisite for his service as our Chief Commercial Officer.
|
(3)
|
Amounts included for Mr. Sullivan represent the 500,000 restricted stock units granted to Mr. Sullivan received for his services as the Chief Commercial Officer in connection with the Merger which became fully vested on closing of the Merger.
|
(4)
|
Amounts included for Mr. Sullivan represent a retention award equal to $90,000, which Mr. Sullivan received for his services as Chief Commercial Officer in connection with the Merger on the closing of the Merger.
|
Name
|
| |
Fees Earned
or Paid in Cash ($) |
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(1) |
| |
All other
compensation ($) |
| |
Total
($) |
Fritz LaPorte
|
| |
35,000
|
| |
—
|
| |
65,400
|
| |
—
|
| |
100,400
|
Juliet Tammenoms Bakker
|
| |
26,250
|
| |
—
|
| |
—
|
| |
—
|
| |
26,250
|
Louise Lacchin
|
| |
35,000
|
| |
—
|
| |
16,350
|
| |
—
|
| |
51,350
|
Tony Natale
|
| |
35,000
|
| |
—
|
| |
—
|
| |
—
|
| |
35,000
|
Scott Barry
|
| |
35,000
|
| |
—
|
| |
—
|
| |
—
|
| |
35,000
|
Garheng Kong
|
| |
35,000
|
| |
—
|
| |
—
|
| |
—
|
| |
35,000
|
(1)
|
Amounts shown represent the grant date fair value of stock awards and options granted as calculated in accordance with ASC Topic 718, Stock-based compensation. See note 14 of the audited consolidated financial statements included in the Form 10-K for the assumptions used in calculating these amounts. As of December 31, 2019, these non-employee directors held options to purchase the aggregate number of shares of our common stock set forth in the table below.
|
Name
|
| |
Shares
Subject to Outstanding Options |
| |
Shares
Subject to Outstanding Stock Awards |
Fritz LaPorte
|
| |
40,369
|
| |
—
|
Juliet Tammenoms Bakker
|
| |
25,951
|
| |
—
|
Louise Lacchin
|
| |
31,718
|
| |
—
|
Tony Natale
|
| |
25,951
|
| |
—
|
Scott Barry
|
| |
17,301
|
| |
—
|
Garheng Kong
|
| |
17,301
|
| |
—
|
Committee
|
| |
Chair
|
| |
Other Member
|
Audit committee
|
| |
$25,000
|
| |
$10,000
|
Compensation committee
|
| |
20,000
|
| |
10,000
|
Nominating and corporate governance committee
|
| |
15,000
|
| |
5,000
|
Name
|
| |
Age
|
| |
Position(s)
|
Executive Officers
|
| |
|
| |
|
Domenic Serafino
|
| |
59
|
| |
Chief Executive Officer and Director
|
Domenic Della Penna
|
| |
58
|
| |
Chief Financial Officer
|
Domenic Di Sisto
|
| |
46
|
| |
General Counsel and Corporate Secretary
|
Anna Georgiadis
|
| |
49
|
| |
Vice President, Global Human Resources
|
Yoni Iger
|
| |
60
|
| |
Vice President, Clinical and Regulatory Affairs, Quality Assurance
|
Melissa Kang
|
| |
53
|
| |
Vice President, Global Marketing
|
Søren Maor Sinay
|
| |
49
|
| |
Chief Operating Officer
|
Boris Vaynberg
|
| |
53
|
| |
Chief Technology Officer
|
Chad Zaring
|
| |
45
|
| |
Chief Commercial Officer
|
•
|
Domenic Serafino, Chief Executive Officer;
|
•
|
Domenic Della Penna, Chief Financial Officer;
|
•
|
William Kelley, Former President, Global Sales;
|
•
|
Ryan Rhodes, Former President and Chief Executive Officer;
|
•
|
Mark Hair, Former Chief Financial Officer; and
|
•
|
Gregory Anderson, Former Vice President, Market Development
|
Name and
Principal Position |
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock Awards
($)(1) |
| |
Option
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($)(2) |
| |
All Other
Compensation ($) |
| |
Total
($) |
Domenic Serafino(3)(4)
Chief Executive Officer |
| |
2019
|
| |
500,000
|
| |
30,000
|
| |
—
|
| |
—
|
| |
—
|
| |
21,822
|
| |
551,822
|
|
2018
|
| |
500,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
18,817
|
| |
518,817
|
||
William Kelley
Former President, Global Sales |
| |
2019
|
| |
250,000
|
| |
—
|
| |
—
|
| |
—
|
| |
145,308
|
| |
14,500
|
| |
409,808
|
|
2018
|
| |
250,000
|
| |
—
|
| |
—
|
| |
—
|
| |
132,088
|
| |
16,900
|
| |
398,988
|
||
Domenic Della Penna(3)(4)
Chief Financial Officer |
| |
2019
|
| |
286,339
|
| |
50,000
|
| |
—
|
| |
—
|
| |
—
|
| |
16,552
|
| |
352,891
|
|
2018
|
| |
269,916
|
| |
15,000
|
| |
—
|
| |
33,017
|
| |
—
|
| |
21,188
|
| |
339,121
|
||
Ryan Rhodes
Former President and Chief Executive Officer |
| |
2019
|
| |
325,155
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
251,110(5)
|
| |
576,265
|
|
2018
|
| |
334,813
|
| |
—
|
| |
—
|
| |
213,750
|
| |
—
|
| |
—
|
| |
548,563
|
||
Mark Hair
Former Chief Financial Officer |
| |
2019
|
| |
285,000
|
| |
142,500
|
| |
103,666
|
| |
—
|
| |
—
|
| |
—
|
| |
531,166
|
|
2018
|
| |
269,654
|
| |
—
|
| |
—
|
| |
933,800
|
| |
—
|
| |
—
|
| |
1,203,454
|
Name and
Principal Position |
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock Awards
($)(1) |
| |
Option
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($)(2) |
| |
All Other
Compensation ($) |
| |
Total
($) |
Greg Anderson
Former Vice President, Market Development |
| |
2019
|
| |
278,385
|
| |
—
|
| |
—
|
| |
—
|
| |
56,152
|
| |
93,333(5)
|
| |
427,870
|
|
2018
|
| |
280,000
|
| |
—
|
| |
—
|
| |
—
|
| |
25,000
|
| |
—
|
| |
305,000
|
(1)
|
Amounts shown represent the grant date fair value of options or stock awards granted as calculated in accordance with ASC Topic 718, Stock-based compensation. See note 14 of the audited consolidated financial statements included in the Form 10-K, for the assumptions used in calculating these amounts.
|
(2)
|
See below under heading “Non-equity Incentive Award—Mr. Kelley, Former President, Sales” for Mr. Kelley and under heading “Non-equity Incentive Award – Mr. Anderson, Former Vice President, Market Development” for Mr. Anderson.
|
(3)
|
Mr. Serafino became Chief Executive Officer and Mr. Della Penna became Chief Financial Officer, in each case effective on the closing of the Merger on November 7, 2019. Prior to the Merger each held the same role with Venus Concept Ltd., which after the Merger became a wholly-owned subsidiary of the Company.
|
(4)
|
The amounts presented for Mr. Serafino’s and Mr. Della Penna’s Salary, Bonus, and All Other Compensation were paid in Canadian dollars and for purposes of this table these amounts have been converted to US dollars based upon the following average annual exchange rates per US dollar, as applicable and as published by www.ofx.com: 2019: 1.3271; and 2018 – 1.2967.
|
(5)
|
Messrs. Rhodes and Anderson received severance payments in the amounts of $251,110 and $93,333, respectively, upon and following their separation from service with the Company in connection with the Merger. At the time of the Merger, the vesting of each of Messrs. Rhodes’ and Anderson’s outstanding option awards was accelerated, as discussed in the Outstanding Equity Awards at 2019 Fiscal Year-End Table below. The value of the accelerated options to each of Messrs. Rhodes and Anderson was $162,829.02 and $62,133.46, respectively.
|
|
| |
|
| |
Option Awards
|
|||||||||
Name
|
| |
Vesting
Commencement Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option Expiration
Date |
Domenic Serafino(1)
|
| |
03/31/2011
|
| |
311,003
|
| |
—
|
| |
0.45
|
| |
03/31/2021
|
|
| |
09/01/2013
|
| |
293,154
|
| |
—
|
| |
1.35
|
| |
09/01/2023
|
|
| |
02/05/2015
|
| |
343,717
|
| |
—
|
| |
3.60
|
| |
02/05/2025
|
Domenic Della Penna
|
| |
08/09/2017(2)
|
| |
67,276
|
| |
48,065
|
| |
7.05
|
| |
08/09/2027
|
|
| |
08/08/2018(2)
|
| |
1918
|
| |
3,849
|
| |
7.95
|
| |
08/08/2028
|
William Kelley
|
| |
03/06/2017(3)
|
| |
31,718
|
| |
2,884
|
| |
5.25
|
| |
03/06/2027
|
|
| |
08/09/2017(2)
|
| |
13,447
|
| |
9,621
|
| |
7.05
|
| |
08/09/2027
|
Ryan Rhodes(4)
|
| |
07/25/2016(5)
|
| |
48,127
|
| |
—
|
| |
25.50
|
| |
08/30/2026
|
|
| |
11/16/2018
|
| |
3,443
|
| |
—
|
| |
26.70
|
| |
11/16/2026
|
Mark Hair
|
| |
01/05/2018(5)
|
| |
5,748
|
| |
6,251
|
| |
76.65
|
| |
01/05/2028
|
|
| |
11/16/2018(6)
|
| |
15,972
|
| |
14,694
|
| |
26.70
|
| |
11/16/2028
|
Greg Anderson(7)
|
| |
11/15/2017
|
| |
1,556
|
| |
—
|
| |
94.65
|
| |
11/15/2027
|
|
| |
11/16/2018
|
| |
4,004
|
| |
—
|
| |
26.70
|
| |
11/16/2028
|
(1)
|
These equity awards do not reflect awards which were granted to immediate family members of Mr. Serafino, in their capacities as employees of the Company. The equity holdings of these family members are reflected on the Shares Beneficially Owned table included on page 39 of this Proxy Statement.
|
(2)
|
The options subject to this award vest and become exercisable as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date and as to 1/36th of the options subject to the award on each monthly anniversary thereafter, subject to the holder continuing to provide services to us through such vesting date.
|
(3)
|
The options subject to this award vest and become exercisable in equal quarterly installment on each quarterly anniversary of the grant date for three years, subject to the holder continuing to provide services to the Company through such vesting date.
|
(4)
|
In accordance with Mr. Rhodes’ termination and severance agreement vesting of the options was accelerated such that 100% of the options were fully vested on November 7, 2019.
|
(5)
|
The options subject to this award vest and become exercisable as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date and as to 1/48th of the options subject to the award on each monthly anniversary thereafter, subject to the holder continuing to provide services to the Company through such vesting date.
|
(6)
|
The options subject to the award are exercisable immediately with respect to 25% of the shares subject to the award and the remainder of the options subject to the award vest in substantially equal monthly installment on each monthly anniversary of the grant date for three years, subject to the holder continuing to provide services to the Company through such vesting date.
|
(7)
|
In accordance with Mr. Anderson’s termination and severance agreement vesting of options was accelerated such that 100% of the options were fully vested on November 7, 2019.
|
Plan Category
|
| |
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
| |
Weighted-
Average Exercise Price of Outstanding Options, Warrants and Rights (b) |
| |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the Column (a)) (c) |
Equity Compensation Plans Approved by Stockholders(1)(2)(3)
|
| |
180,880
|
| |
$28.51
|
| |
716,655(4)
|
Equity Compensation Plans Not Approved by Stockholders
|
| |
3,097,559(5)
|
| |
$3.93
|
| |
44,450
|
Total
|
| |
3,278,439
|
| |
$5.29
|
| |
761,105
|
(1)
|
Consists of the Venus Concept Inc. 2019 Incentive Award Plan (the “2019 Plan”), 2017 Employee Stock Purchase Plan (the “ESPP”), 2015 Equity Incentive Plan and 2005 Equity Incentive Plan, as amended.
|
(2)
|
The 2019 Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year from 2020 and ending in 2029 equal to the lesser of (A) four percent (4%) of the shares of stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by our board of directors.
|
(3)
|
The ESPP contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance under such plan shall be increased on the first day of each year beginning in 2018 and ending in 2027 equal to the lesser of (A) one percent (1%) of the shares of stock outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by our board of directors.
|
(4)
|
All of which, subject to limitations for incentive stock options, may be granted as options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance unit awards, other stock or cash based awards or dividend equivalent awards.
|
(5)
|
Relates to the Venus Concept Ltd. 2010 Israeli Employee Share Option Plan, which was assumed by the Company at the time of the Merger (the “2010 Plan”). The 2010 Plan provides for the participation of persons employed by Venus Concept Ltd. or its affiliates, including directors or officers, and any consultant, adviser, service provider, controlling shareholder of Venus Concept Ltd. or its affiliates or a non-employee. The 2010 Plan allows for options to be granted, including Section 102 Options under the Israeli Income Tax Ordinance [New Version] 1961.
|
•
|
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;
|
•
|
each named executive officer;
|
•
|
each of our directors; and
|
•
|
all executive officers and directors as a group.
|
Name of Beneficial Owner
|
| |
Common Stock
|
| |
Securities
Exercisable within 60 days |
| |
Number of shares of
Common Stock Beneficially Owned |
| |
Percentage
|
5% or Greater Stockholder (other than directors and executive officers)
|
| |
|
| |
|
| |
|
| |
|
EW Healthcare Partners, L.P. and related investment entities(1)
|
| |
7,029,021
|
| |
6,149,394
|
| |
13,178,415
|
| |
29.32%
|
Saudi Economic and Development Securities Company and related investment entities(2)
|
| |
6,526,665
|
| |
1,535,000
|
| |
8,061,665
|
| |
19.99%
|
HealthQuest Partners II, L.P. and related investment entities(3)
|
| |
4,006,786
|
| |
1,867,386
|
| |
5,874,172
|
| |
14.45%
|
Longitude Capital Partners II, LLC and related investment entities(4)
|
| |
3,692,069
|
| |
—
|
| |
3,692,069
|
| |
9.52%
|
Named Executive Officers, Executive Officers and Directors:
|
| |
|
| |
|
| |
|
| |
|
Domenic Serafino(5)
|
| |
1,437,400
|
| |
239
|
| |
1,437,639
|
| |
3.71%
|
Domenic Della Pena(6)
|
| |
105,946
|
| |
18,377
|
| |
124,323
|
| |
*
|
Soren Maor Sinay(7)
|
| |
128,762
|
| |
35,072
|
| |
163,834
|
| |
*
|
Ryan Rhodes(8)
|
| |
4,444
|
| |
—
|
| |
4,444
|
| |
*
|
Scott Barry(1)(9)
|
| |
7,029,021
|
| |
6,149,394
|
| |
13,178,415
|
| |
29.32%
|
Louise Lacchin(10)
|
| |
29,733
|
| |
360
|
| |
30,093
|
| |
*
|
Tony Natale(11)
|
| |
924,601
|
| |
26,666
|
| |
951,267
|
| |
2.45%
|
Fritz LaPorte(12)
|
| |
31,717
|
| |
721
|
| |
32,438
|
| |
*
|
Garheng Kong(3)
|
| |
4,006,786
|
| |
1,867,386
|
| |
5,874,172
|
| |
14.45%
|
Yoni Iger(13)
|
| |
14,557
|
| |
1,489
|
| |
16,046
|
| |
*
|
Melissa Kang(14)
|
| |
29,414
|
| |
5,289
|
| |
34,703
|
| |
*
|
Domenic Di Sisto(15)
|
| |
39,536
|
| |
4,370
|
| |
43,906
|
| |
*
|
Boris Vaynberg(16)
|
| |
113,939
|
| |
3,145
|
| |
117,084
|
| |
*
|
Keith Sullivan(17)
|
| |
45,193
|
| |
102
|
| |
45,295
|
| |
*
|
Mark Hair(18)
|
| |
21,514
|
| |
—
|
| |
21,514
|
| |
*
|
Name of Beneficial Owner
|
| |
Common Stock
|
| |
Securities
Exercisable within 60 days |
| |
Number of shares of
Common Stock Beneficially Owned |
| |
Percentage
|
Anna Georgiadis(19)
|
| |
10,808
|
| |
1,200
|
| |
12,008
|
| |
*
|
Greg Anderson(20)
|
| |
5,560
|
| |
—
|
| |
5,560
|
| |
*
|
Chad Zaring
|
| |
—
|
| |
—
|
| |
—
|
| |
*
|
|
| |
|
| |
|
| |
|
| |
|
Directors and officers as a group (15 Individuals)
|
| |
13,947,413
|
| |
8,113,810
|
| |
22,061,223
|
| |
47.03%
|
*
|
Less than 1.0%.
|
(1)
|
Represents (i) 6,746,431 shares of Common Stock held by EW Healthcare Partners, L.P., or EWHP, (ii) 271,425 shares of Common Stock held by EW Healthcare Partners-A, L.P., or EWHP-A, and (iii) 11,165 stock options held by EWHP-A which stock options will vest within 60 days after April 14, 2020, each of which have the sole voting and investment power with respect to their respective shares of Common Stock. The table also includes (1) 5,191,147 shares issuable to EW Healthcare Partners, L.P. and (ii) 208,853 shares issuable to EQ Healthcare Partners-A, L.P.’s in each case upon conversion of the Series A Preferred Stock held by such holders. Essex Fund IX GP, the general partner of EWHP and EWHP-A, may also be deemed to have sole voting and investment power with respect to such shares of Common Stock. Essex Fund IX GP disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest therein. Essex IX General Partner, the General Partner of Essex Fund IX GP, may also be deemed to have sole voting and investment power with respect to such shares of Common Stock. Essex IX General Partner disclaims beneficial ownership of such shares of Common Stock except to the extent of its pecuniary interest therein. Martin P. Sutter, Scott Barry, Ronald W. Eastman, an individual, Petri Vainio and Steve Wiggins are each a manager and collectively the managers of Essex IX General Partner. Each of the managers may be deemed to exercise shared voting and investment power with respect to such shares. Each manager disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein. Scott Barry is a member of the Company’s Board of Directors. Also reflects 748,674 shares of Common Stock issuable upon the exercise of warrants which are exercisable beginning on May 7, 2020. Does not include 4,050,000 shares issuable upon exercise of warrants that are not exercisable until September 16, 2020. As of April 20, 2020, 10,445 stock options were fully vested and 720 stock options will vest within 60 days after April 20, 2020. The principal address of EWHP, EWHP-A, Essex IX FUND GP, Essex IX General Partner and each of the Managers is 21 Waterway Avenue, Suite 225, The Woodlands, Texas 77380.
|
(2)
|
Represents (i) 1,866,666 shares of Common Stock held by SC Venus Opportunities Limited, (ii) 1,866,666 shares of Common Stock held by SC Venus US Limited, (iii) 1,193,333 shares of Common Stock held by SEDCO Capital Cayman Limited, and (iv) 1,600,000 shares of Common Stock held by SEDCO Capital Global Funds-SC Private Equity Global Fund IV. Saudi Economic and Development Securities Company is the investment manager of SC Venus US Limited, SC Venus Opportunities Limited and SEDCO Capital Global Funds-SC Private Equity Global Fund IV and may be deemed to beneficially own securities held by SC Venus US Limited or SC Venus Opportunities Limited or SEDCO Capital Global Funds-SC 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. Also, because of the 19.99% beneficial ownership limit described below, (i) SC Venus Opportunities Limited is deemed to beneficially own 671,563 shares of Common Stock issuable upon the exercise of warrants which are exercisable beginning on May 7, 2020, but does not include 261,770 warrants which are not exercisable within the next 60 days, (ii) SC Venus US Limited is deemed to beneficially own 671,563 shares of Common Stock issuable upon the exercise of warrants which are exercisable on May 7, 2020 but does not include 261,770 warrants which are not exercisable within the next 60 days, and (iii) SEDCO Capital Cayman Limited is deemed to beneficially own 191,874 shares of Common Stock issuable upon the exercise of warrants which are exercisable beginning on May 7, 2020, but does not include 74,792 warrants which are not exercisable within the next 60 days. Does not include 1,695,000 shares of Common Stock issuable upon exercise of warrants that are not exercisable until September 16, 2020. The principal address of SEDCO Capital Cayman Limited is P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The principal address of SC Venus US Limited and SC Venus Opportunities Limited is PO Box 709, Willow House, Cricket Square, Grand Cayman E9 KY1-1107. The principal address of SEDCO Capital Global Funds – SC Private Equity Global Fund IV is 5 Rue Jean Monnet, Luxembourg N4 L-2180.
|
(3)
|
Represents 4,006,066 shares of Common Stock held by HealthQuest Partners II, L.P. HealthQuest Venture Management II, L.L.C., or HealthQuest Management, the general partner of HealthQuest Partners II, L.P., or HealthQuest. The table also includes 1,200,000 shares issuable to HealthQuest Partners II, L.P.’s upon conversion of the Series A Preferred Stock held by such holder. HealthQuest Management may be deemed to have voting and dispositive power over the shares held by HealthQuest. Garheng Kong is a member of the Company’s Board of Directors. Dr. Kong is the managing member of HealthQuest Management and as such, may be deemed to exercise shared voting and investment power with respect to such shares. Dr. Kong is also the Managing Partner and controlling member of HealthQuest Capital Management Company, LLC, or HQCM, and may be deemed to have sole voting and dispositive power with respect to the options held of record by HQCM. Dr. Kong disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein. Also includes 666,666 shares of Common Stock issuable upon the exercise of warrants which are exercisable on May 7, 2020. Does not include 900,000 shares issuable upon exercise of warrants that are not exercisable until September 16, 2020. As of April 20, 2020, 10,445 stock options were fully vested and 720 stock options will vest within 60 days after April 20, 2020. The address for HealthQuest is 1301 Shoreway Road, Suite 350, Belmont California 94002.
|
(4)
|
Represents (i) 3,666,118 shares of Common Stock held of record by Longitude Venture Partners II, L.P., or LVPII, and (ii) 25,951 stock options held by LVPII. Longitude Capital Partners II, LLC, or LCPII, is the general partner of LVPII and may be deemed to have voting, investment and dispositive power with respect to these securities. Patrick G. Enright and Juliet Tammenoms Bakker are the managing members of Longitude Capital Partners II, LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities. Each managing member disclaims beneficial ownership of such shares of Common Stock except to the extent of his or her pecuniary interest therein. Juliet Tammenoms Bakker was a member of the Company’s Board of Directors until her resignation on February 14, 2020. The principal address of LVP II and LCPII is 2740 Sand Hill Road, Second Floor, Menlo Park, California 94025.
|
(5)
|
Represents (i) 447,755 shares, (ii) 947,874 shares that may be acquired pursuant to the exercise of stock options as of April 20, 2020, (iii) 28,834 shares that may be acquired pursuant to the exercise of options as of April 20, 2020 held by Joanne Serafino, his spouse, which Mr.
|
(6)
|
Represents 26,663 shares and 79,283 stock options which were fully vested and 5,046 stock options which will vest within 60 days after April 20, 2020. It also includes 13,331 shares of Common Stock issuable upon the exercise of warrants which are exercisable on May 7, 2020.
|
(7)
|
Represents 66,659 shares and 62,103 stock options which were fully vested and 1,743 stock options which will vest within 60 days after April 20, 2020. It also includes 33,329 shares of Common Stock issuable upon the exercise of warrants which are exercisable on May 7, 2020.
|
(8)
|
Represents 4,444 shares held.
|
(9)
|
As of April 20, 2020, 10,445 stock options were fully vested and 720 stock options will vest within 60 days after April 20, 2020. Also includes 748,674 shares of Common Stock issuable upon the exercise of warrants which are exercisable on May 7, 2020.
|
(10)
|
As of April 20, 2020, 29,733 stock options were fully vested and 360 additional stock options will vest within 60 days after April 20, 2020.
|
(11)
|
As of April 20, 2020, 25,951 stock options were fully vested. No additional stock options will vest within 60 days after April 20, 2020. Also includes 26,666 shares of Common Stock issuable upon the exercise of warrants which are exercisable on May 7, 2020. The shares held directly by Aperture Venture Partners II, L.P., or II, Aperture Venture Partners II-A, L.P., or II-A, Aperture Venture Partners II-B, L.P., or II-B and Aperture Venture Partners III, L.P., or Aperture III Fund, are indirectly held by their general partners, Aperture Ventures II Management, LLC, or Aperture Management I, and Aperture Ventures III Management, LLC, or Aperture Management III, and, collectively with Aperture Management II, the Aperture Management and each individual managing directors of Aperture Management, the Managers. The Managers of Aperture Management are Anthony Natale, Eric H. Sillman, Paul E. Tierney, Jr. and Thomas P. Cooper. Each Manager disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein. Dr. Natale is a member of the Company’s Board of Directors and a Manager of Aperture Management. Aperture Management and each of the Managers share voting and dispositive power over the ordinary shares directly held by II, II-A, II-B and Aperture III Fund. Each Manager disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein. The address for Aperture Venture Partners II, II-A, II-B, Aperture III Fund, the Aperture Management, and each of the Manager is 645 Madison Ave., 20th Floor, NY, NY 10022.
|
(12)
|
As of April 20, 2020, 31,717 stock options were fully vested and 721 additional stock options will vest within 60 days after April 20, 2020.
|
(13)
|
As of April 20, 2020, 14,557 stock options were fully vested and 1,489 stock options will vest within 60 days after April 20, 2020.
|
(14)
|
Represents 9,333 shares and 20,081 stock options which were fully vested and 623 stock options which will vest within 60 days after April 20, 2020. It also includes 4,666 shares of Common Stock issuable upon the exercise of warrants which are exercisable on May 7, 2020.
|
(15)
|
As of April 20, 2020, 39,536 stock options were fully vested and 4,370 stock options will vest within 60 days after April 20, 2020.
|
(16)
|
Represents 5,333 shares and 108,606 stock options which were fully vested and 479 stock options which will vest within 60 days after April 20, 2020. It also includes 2,666 shares of Common Stock issuable upon the exercise of warrants which are exercisable on May 7, 2020.
|
(17)
|
Represents 44,133 shares and 1,060 stock options which were fully vested and 102 stock options which will vest within 60 days after April 20, 2020.
|
(18)
|
Represents 21,514 shares held.
|
(19)
|
As of April 20, 2020, 10,808 stock options were fully vested and 1,200 stock options will vest within 60 days after April 20, 2020.
|
(20)
|
As of April 20, 2020, 5,560 stock options were fully vested.
|
|
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
Domenic Serafino
|
|
| |
Chief Executive Officer
|