July 3, 2025

 

Division of Corporation Finance

Office of Industrial Applications and

Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jane Park and Margaret Sawicki

Staff Comment dated June 27, 2025, regarding

Venus Concept Inc.

Registration Statement on Form S-1

Filed June 20, 2025

File No. 333-288215

Dear Sirs and Madams:

 

This letter responds to the written comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) set forth in the June 27, 2025 letter regarding the above-referenced Registration Statement on Form S-1 (the “Form S-1”) of Venus Concept Inc. (the “Company”, “we,” “our,” or “us”) filed on June 20, 2025. For your convenience, the Staff’s comment is included below.

 

Staff Comment No. 1.

We note your disclosure that on June 5, 2025, you entered into a purchase agreement for the sale of your hair business, including your hair restoration and hair transplant technologies, intellectual property, and related equipment, services and assets, to Meta Healthcare Group in an all-cash transaction valued at $20 million, subject to the satisfaction or waiver of certain closing conditions, including certain required consents from customers and suppliers. Please provide your analysis on how the sale of your hair business does not constitute a probable disposition of a significant portion of your business, which would require pro forma financial information to be included in the registration statement. Refer to Rule 8-05 and Article 11 of Regulation S-X and the SEC’s Financial Reporting Manual Section 3120.1. In your response, please also discuss the status of the various closing conditions under the purchase agreement.

The Company’s Response:

The Company acknowledges the Staff’s comment. The sale of the Company’s hair business, including its hair restoration and hair transplant technologies, intellectual property, and related equipment, services and assets (the “Venus Hair Business”), to Meta Healthcare Group (“Buyer”) in an all-cash transaction valued at $20 million (the “Transaction”) is not probable and therefore pro forma financial information is not required in the Form S-1.

In its Current Report on Form 8-K filed on June 6, 2025, which is incorporated by reference into the Form S-1 (see page 15 of the Form S-1), the Company highlighted that the closing of the Transaction is subject to the satisfaction or waiver of, inter alia, the below closing conditions (with current status in bold).

Status: The Transaction requires a complete reorganization of the Venus Hair Business within a newly-formed, wholly-owned subsidiary of the Company. This is a major undertaking that entails the assignment of virtually every asset and contract associated with the Venus Hair Business to a new entity. Certain of these assets are difficult to assign, whether due to third party consent requirements (some of which are discussed below) or regulatory hurdles (e.g., registered intellectual property and business licenses and registrations). While the Company has expended significant effort toward the reorganization since the announcement of the Transaction, the Company has made limited progress to date and believes the reorganization likely cannot be completed for several more months.

Status: While the Company has begun to socialize the Transaction with certain customers, no required consents have been obtained to date.

Status: While the Company has begun to socialize the Transaction with certain suppliers, few consents have been obtained to date. In particular, the Company is in negotiations with its landlord regarding the transfer of the facility lease used in the Venus Hair Business, but the terms of such assignment have not yet been agreed.

Status: This consent, which must be obtained for Buyer to pay the cash purchase price, has not yet been obtained. Following the announcement of the Transaction, Buyer has made several requests for financial and other information, which Buyer states are necessary to obtain this consent, and the Company is in the process of obtaining this information. Given the informational requirements, the Company believes this consent likely cannot be obtained for several months, if at all.

Status: This review is ongoing and scheduled for completion in the next few weeks.

Status: A draft of the license agreement has been prepared by the Company but has not yet been provided to Buyer.

The purchase agreement also contains a customary “fiduciary out” in favor of the Company. The Company believes this provision is meaningful in light of the Company’s previously-publicized desire to explore strategic alternatives, a process that remains ongoing with respect to the remaining business. It is possible that the Company’s board of directors would consider an unsolicited bid involving the Company’s entire business to be superior to the sale of the Venus Hair Business alone, particularly if such unsolicited bid presents more favorable terms, including less onerous closing conditions, compared to the Transaction.

Given the above, the Company believes the closing of the Transaction is not probable at this time and therefore pro forma financial information is not required in the Form S-1.

* * * * *

Thank you for your review of the filing. If you should have any questions regarding this response letter, please do not hesitate to contact the undersigned at (416)-907-0115, or Richard Raymer or Nicholas Arruda of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388 or (416)-367-7377, respectively.

 

 

Nicholas Arruda, Dorsey & Whitney LLP

 

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