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UPLOAD Filing

Venus Concept Inc.
Date: June 27, 2025 · CIK: 0001409269 · Accession: 0000000000-25-006826

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File numbers found in text: 333-288215

Date
June 27, 2025
Author
Division of
Form
UPLOAD
Company
Venus Concept Inc.

Letter

Re: Venus Concept Inc. Registration Statement on Form S-1 Filed June 20, 2025 File No. 333-288215 Dear Rajiv De Silva:

June 27, 2025

Rajiv De Silva Chief Executive Officer Venus Concept Inc. 235 Yorkland Blvd, Suite 900 Toronto, Ontario M2J 4Y8

We have conducted a limited review of your registration statement and have the following comment(s).

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.

Form S-1 filed June 20, 2025 Recent Developments, page 3

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. June 27, 2025 Page 2

We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Please contact Jane Park at 202-551-7439 or Margaret Sawicki at 202-551-7153 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Richard Raymer, Esq.

Show Raw Text
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<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 June 27, 2025

Rajiv De Silva
Chief Executive Officer
Venus Concept Inc.
235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8

 Re: Venus Concept Inc.
 Registration Statement on Form S-1
 Filed June 20, 2025
 File No. 333-288215
Dear Rajiv De Silva:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Form S-1 filed June 20, 2025
Recent Developments, page 3

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.
 June 27, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Jane Park at 202-551-7439 or Margaret Sawicki at
202-551-7153 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Richard Raymer, Esq.
</TEXT>
</DOCUMENT>