PROSPECTUS SUMMARY

This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the merger and the proposals being considered at the Restoration Robotics annual meeting, you should read this entire proxy statement/prospectus carefully, including the Merger Agreement and the other annexes to which you are referred in this proxy statement/prospectus, and the documents incorporated by reference therein. For more information, please see the section titled “Where You Can Find More Information” beginning on page 293 of this proxy statement/prospectus. Except where specifically noted, the following information and all other information contained in this proxy statement/prospectus does not give effect to the proposed reverse stock split described in Proposal No. 5 of this proxy statement/prospectus.

The Companies

Restoration Robotics, Inc.

128 Baytech Drive

San Jose, California 95134

Telephone: (408) 883-6888

Restoration Robotics is a medical technology company developing and commercializing, the ARTAS^® System, a robotic device that assists physicians in performing many of the repetitive tasks that are a part of a follicular unit extraction surgery, or FUE, a type of hair restoration procedure. Restoration Robotics believes the ARTAS^® System is the first and only physician-assisted robotic system that can identify and dissect hair follicular units directly from the scalp and create recipient implant sites. The ARTAS^® System includes the ARTAS Hair Studio application, an interactive three-dimensional patient consultation tool that enables a physician to create a simulated hair transplant model for use in patient consultations. Restoration Robotics received clearance from the U.S. Food and Drug Administration, or FDA, in April 2011 to market the ARTAS^® System in the U.S., and has sold the ARTAS^® System into 37 other countries. In March 2018, Restoration Robotics received 510(k) clearance from FDA to expand the ARTAS^® technology to include implantation, and in the third quarter of 2018, Restoration Robotics commercially launched the next generation ARTAS^® System, called ARTAS^® iX System, which incorporates the implantation functionality as well as other functionalities. As of December 31, 2018, the ARTAS^® System and ARTAS Hair Studio application are protected by over 80 patents in the U.S. and over 110 international patents.

Venus Concept Ltd.

255 Consumers Road, Suite 110

Toronto, ON M2J 1R4

Canada

Telephone: (877) 848-8430

Venus Concept is an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic technologies and related practice enhancement services. To address the financial barriers faced by physicians and aesthetic service providers globally, Venus Concept focuses its product sale strategy on a subscription-based business model in North America and in Venus Concept’s well-established direct global markets. Venus Concept has received FDA clearance for the combined use of multipolar radio frequency, or RF, and pulsed electromagnetic fields, or PEMF, for non-invasive treatment of facial rhytides (wrinkles) in Fitzpatrick skin types I (ivory)-IV (light brown), and temporary reduction in the appearance of cellulite, among others. In certain jurisdictions outside of the United States, Venus Concept’s products have received marketing authorizations for indications such as temporary increase of skin tightening, cellulite reduction and uses for certain soft tissue injuries, among others, and for vaginal treatment in the Israeli market. Venus Concept’s proprietary multipolar RF and PEMF technologies, also referred to as Venus Concept’s

(MP)² technology, synergistically deliver consistent homogenous treatments in a minimally invasive process. Venus Concept also uses in its systems Intense Pulsed Light, or IPL, for treatment of benign pigmented epidermal and cutaneous lesions, laser for hair removal and fractional ablative RF modality for skin resurfacing. Venus Concept designs and sells a full-suite of medical aesthetic products and markets its current products primarily to physicians interested in providing minimally invasive and non-invasive medical aesthetic procedures, and to aesthetic medical spas. Through its NeoGraft division, Venus Concept offers an automated hair restoration system that facilitates the harvesting of follicles during a FUE process, improving the accuracy and speed over commonly used manual extraction instruments. Venus Concept’s NeoGraft systems are sold primarily to plastic surgeons and dermatologists, and in the United States Venus Concept offers these doctors the services of a group of independently contracted technicians, whom Venus Concept markets as “NeoGrafters”. These technicians are certified to assist the physician during a NeoGraft hair restoration procedure.

Radiant Merger Sub Ltd.

128 Baytech Drive

San Jose, California 95134

Telephone: (408) 883-6888

Merger Sub is a direct, wholly-owned subsidiary of Restoration Robotics and was formed solely for the purpose of carrying out the merger.

The Merger (see page 85)

If the merger is completed Merger Sub will merge with and into Venus Concept, with Venus Concept surviving as a wholly-owned subsidiary of Restoration Robotics.

At the effective time of the merger, other than the ordinary shares of Venus Concept or preferred shares of Venus Concept held or owned by Venus Concept, Restoration Robotics, or Merger Sub, each ordinary share of Venus Concept and each preferred share of Venus Concept will be converted into the right to receive 8.6506 shares of Restoration Robotics common stock, subject to adjustment pursuant to the Merger Agreement referred to as the exchange ratio. Any ordinary or preferred shares of Venus Concept that are held or owned by Venus Concept, Restoration Robotics, or Merger Sub, will remain or become treasury shares held by Venus Concept or continue to be held by Restoration Robotics, as applicable, and will not entitle the holder thereof to any payment.

In connection with the merger, each outstanding and unexercised option to purchase ordinary shares of Venus Concept will be assumed by Restoration Robotics and will be converted into an option to purchase shares of Restoration Robotics common stock, with the number of shares subject to and exercise price of such option being appropriately adjusted to reflect the exchange ratio. Any restriction on the exercise of such option will continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option will otherwise remain unchanged. Each outstanding warrant to purchase ordinary shares of Venus Concept or preferred shares of Venus Concept will be assumed by Restoration Robotics and will be converted into a warrant to purchase shares of Restoration Robotics common stock, with the number of shares subject to and exercise price of such warrant being appropriately adjusted to reflect the exchange ratio between Restoration Robotics common stock and Venus Concept ordinary shares and preferred shares determined in accordance with the Merger Agreement.

Each share of Restoration Robotics common stock, option to purchase shares of Restoration Robotics common stock and share of Restoration Robotics common stock subject to a restricted stock award issued and outstanding at the time of the merger will remain issued and outstanding and those shares, subject to the reverse split to be effected in connection with the merger, will be unaffected by the merger. Please see the section titled “The Merger—Stock Options and Warrants” beginning on page 119 of this proxy statement/prospectus.

The merger will be completed as promptly as practicable after all of the conditions to completion of the merger are satisfied or waived, including the approval of Restoration Robotics and Venus Concept security holders. Restoration Robotics and Venus Concept are working to complete the merger as quickly as practicable. The merger is anticipated to close as early as the third quarter of 2019, after the Restoration Robotics’ annual meeting of stockholders. However, Restoration Robotics and Venus Concept cannot predict the exact timing of the completion of the merger because it is subject to the satisfaction of various conditions. After completion of the merger, assuming that Restoration Robotics receives the required stockholder approval, Restoration Robotics will be renamed “Venus Concept Inc.”.

Reasons for the Merger (see pages 93 and 97)

Restoration Robotics and Venus Concept believe that, following the merger, the combination of the two companies will result in the opportunity to become a leading player in minimally invasive hair restoration with a diversified product portfolio in the global minimally invasive and non-invasive medical aesthetic market with technologies designed to address hair restoration, hair removal, skin rejuvenation, wrinkle reduction, cellulite reduction and body contouring. Restoration Robotics and Venus Concept believe that the combined company will have the following potential advantages:

The Restoration Robotics board of directors considered a number of factors in reaching its conclusion to approve the merger and to recommend that the Restoration Robotics stockholders approve the issuance of shares of Restoration Robotics common stock in the merger and the equity commitment letter financing, including the following:

In the course of its deliberations, the Restoration Robotics board of directors also considered a variety of risks and other countervailing factors related to entering into the merger, including:

The Venus Concept board of directors considered a number of factors in reaching its conclusion to approve the merger:

Opinion of Restoration Robotics Financial Advisor (see page 99)

On December 30, 2018, Restoration Robotics engaged SVB Leerink LLC, or SVB Leerink, to act as Restoration Robotics’ financial advisor in connection with consideration of potential strategic alternatives for Restoration Robotics. In connection with this engagement, Restoration Robotics’ board of directors requested that SVB Leerink evaluate the fairness, from a financial point of view, to Restoration Robotics of the merger consideration proposed to be paid by Restoration Robotics pursuant to the terms of the Merger Agreement. On March 15, 2019, at a meeting of Restoration Robotics’ board of directors, SVB Leerink rendered to Restoration Robotics’ board of directors its oral opinion, which opinion was subsequently confirmed by delivery of a written opinion dated March 15, 2019, that, as of such date and based upon and subject to the assumptions made and limitations upon the review undertaken by SVB Leerink in preparing its opinion, the merger consideration to be paid by Restoration Robotics pursuant to the terms of the Merger Agreement was fair, from a financial point of view, to Restoration Robotics.

The full text of SVB Leerink’s written opinion, dated March 15, 2019, which describes the assumptions made and limitations upon the review undertaken by SVB Leerink in preparing its opinion, is attached as Annex F and is incorporated herein by reference. Holders of Restoration Robotics common stock are urged to read this opinion carefully and in its entirety. SVB Leerink’s financial advisory services and opinion were provided for the information and assistance of Restoration Robotics’ board of directors (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the merger and SVB Leerink’s opinion addressed only the fairness, from a financial point of view, as of the date thereof, to Restoration Robotics of the merger consideration to be paid by Restoration Robotics pursuant to the terms of the Merger Agreement. SVB Leerink’s opinion did not address any other term or aspect of the Merger Agreement or the merger and does not constitute a recommendation to any stockholder of Restoration Robotics as to whether or how such holder should vote with respect to the merger or otherwise act with respect to the merger or otherwise act with respect to the merger or any other matter. The merger consideration was determined through arm’s-length negotiations between Restoration Robotics and Venus Concept and not pursuant to any recommendation of SVB Leerink. The summary of the opinion set forth under the section titled “The Merger—Opinion of Restoration Robotics Financial Advisor” beginning on page 99 of this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion.

Interests of Certain Directors, Officers and Affiliates of Restoration Robotics and Venus Concept (see pages 112 and 117)

In considering the recommendation of Restoration Robotics’ board of directors with respect to issuing shares of Restoration Robotics common stock pursuant to the Merger Agreement and the other matters to be acted upon by Restoration Robotics stockholders at the Restoration Robotics annual meeting, Restoration Robotics stockholders should be aware that certain members of Restoration Robotics’ board of directors and executive officers of Restoration Robotics have interests in the merger that may be different from, or in addition to, interests they have as Restoration Robotics stockholders. Interests of the directors and executive officers may be different from or in addition to the interests of the stockholders for the following reasons, among others:

These interests are discussed in more detail in the section entitled “The Merger—Interests of Restoration Robotics’ Directors and Executive Officers in the Merger” beginning on page 112 of this proxy statement/prospectus. The members of the Restoration Robotics’ board of directors were aware of the different or additional interests described in such section and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the merger, and in recommending to the stockholders that the merger proposals be approved.

Restoration Robotics’ directors, executive officers and significant shareholders have entered into voting agreements in connection with the merger. The voting agreements are discussed in more detail in the section titled “Agreements Related to the Merger—Voting Agreements” beginning on page 148 of this proxy statement/prospectus.

In considering the recommendation of Venus Concept’s board of directors with respect to approving the adoption of the Merger Agreement and the approval of the merger and related transactions, Venus Concept’s sharheolders should be aware that certain members of Venus Concept’s board of directors and executive officers of Venus Concept have interests in the merger that may be different from, or in addition to, interests they have as Venus Concept shareholders. Interests of the directors and executive officers may be different from, or in addition to, the interests of the shareholders for the following reasons, among others:

These interests are discussed in more detail in the section entitled “The Merger—Interests of Venus Concepts’ Directors and Executive Officers in the Merger” beginning on page 117 of this proxy statement/prospectus. The members of the Venus Concept board of directors were aware of the different or additional interests described in such section and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the merger.

Management Following the Merger (see page 257)

Effective as of the closing of the merger, the combined company’s executive officers are expected to be members of the Venus Concept and Restoration Robotics executive management teams prior to the merger, including:

Overview of the Merger Agreement and Agreements Related to the Merger Agreement

Merger Consideration (see page 126)

At the effective time of the merger, upon the terms and subject to the conditions set forth in the Merger Agreement:

It is anticipated that immediately after the merger, but prior to closing the equity commitment letter financing, the Restoration Robotics note conversion and the Venus note conversion, Venus Concept shareholders will own approximately 85% of the fully-diluted common stock of the combined company, with the Restoration Robotics stockholders owning approximately 15% of the fully-diluted common stock of the combined company. Upon the closing of the $21.0 million in committed financing under the equity commitment letter (and assuming the equity commitment investors exercise in full their option to purchase up to $20.0 million of additional shares under the equity commitment letter), the Restoration Robotics note conversion and the Venus Concept note conversion, it is anticipated that the combined company stockholders would own approximately 81%, of the fully-diluted common stock of the combined company post-financing, with the investors participating in the equity commitment letter financing, the Restoration note conversion and the Venus note conversion (without taking into account any existing holdings in the combined company) owning approximately 19% of the fully-diluted common stock of the combined company. See the section titled “The Merger Agreement—Merger Consideration” beginning on page 126 of this proxy statement/prospectus.

There will be no adjustment to the total number of shares of Restoration Robotics common stock that Venus Concept shareholders will be entitled to receive in the merger for changes in the market price of Restoration Robotics common stock, other than in connection with a reclassification, recapitalization, exchange, stock split (including a reverse stock split), combination or readjustment of shares or any stock dividend or stock distribution prior to the closing of the merger. Accordingly, the market value of the shares of Restoration Robotics common stock issued pursuant to the merger will depend on the market value of the shares of Restoration Robotics common stock at the time the merger closes, and could vary significantly from the market value on the date of this proxy statement/prospectus.

Treatment of the Restoration Robotics Warrants, Stock Options and Restricted Stock Awards (see page 119)

All warrants, options and restricted stock awards to purchase shares of Restoration Robotics common stock that are outstanding immediately prior to the effective time of the merger will remain outstanding following the effective time of the merger, and subject to the reverse stock split, will be unaffected by the merger.

Treatment of Venus Concept Warrants and Options (see page 119)

At the effective time of the merger, each outstanding Venus Concept option to purchase ordinary shares of Venus Concept, whether or not vested, that is outstanding and unexercised immediately prior to the effective time of the merger will be converted into an option to purchase shares of Restoration Robotics common stock as determined pursuant to the exchange ratio described in more detail below. All rights with respect to each Venus Concept option will be assumed by Restoration Robotics in accordance with its terms. Accordingly, from and after the effective time of the merger, each Venus Concept option assumed by Restoration Robotics may be exercised solely for shares of Restoration Robotics common stock.

The number of shares of Restoration Robotics common stock subject to each outstanding Venus Concept option assumed by Restoration Robotics will be determined by multiplying the number of ordinary shares of Venus Concept that were subject to such option by the exchange ratio of 8.6506 and rounding the resulting number down to the nearest whole number of shares of Restoration Robotics common stock. The per share exercise price for the shares of Restoration Robotics common stock issuable upon exercise of each Venus Concept option assumed by Restoration Robotics will be determined by dividing the per share exercise price of the ordinary shares of Venus Concept subject to such option by the exchange ratio of 8.6506 and rounding the resulting exercise price up to the nearest whole cent. Any restriction on the exercise of such option will continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option will otherwise remain unchanged.

At the effective time of the merger, each outstanding Venus Concept warrant, whether or not vested, to purchase ordinary shares of Venus Concept or preferred shares of Venus Concept will be converted into a warrant to purchase shares of Restoration Robotics common stock as determined pursuant to the exchange ratio detailed below. All rights with respect to each Venus Concept warrant will be assumed by Restoration Robotics in accordance with its terms. Accordingly, from and after the effective time of the merger, each Venus Concept warrant assumed by Restoration Robotics may be exercised solely for shares of Restoration Robotics common stock.

The number of shares of Restoration Robotics common stock subject to each outstanding Venus Concept warrant assumed by Restoration Robotics will be determined by multiplying the number of ordinary shares of Venus Concept or preferred shares of Venus Concept that were subject to such warrant by 8.6506 and rounding the resulting number down to the nearest whole number of shares of Restoration Robotics common stock. The per share exercise price for the shares of Restoration Robotics common stock issuable upon exercise of each Venus Concept warrant assumed by Restoration Robotics will be determined by dividing the per share exercise price of the ordinary shares of Venus Concept or preferred shares of Venus Concept subject to such warrant by 8.6506 and rounding the resulting exercise price up to the nearest whole cent. Any restriction on the exercise of any warrant will continue in full force and effect and the term, exercisability, and other provisions of such warrant will otherwise remain unchanged.

Conditions to the Completion of the Merger (see page 143)

To complete the merger, Restoration Robotics stockholders must approve Proposal Nos. 1, 2, 3 and 5 and Venus Concept shareholders must approve the merger, the Merger Agreement and the transactions contemplated thereby. Additionally, each of the other closing conditions set forth in the Merger Agreement must be satisfied or waived.

Non-Solicitation (see pages 134 and 137)

The Merger Agreement contains provisions prohibiting Restoration Robotics and Venus Concept from inquiring about or seeking a competing transaction, subject to specified exceptions described in the Merger

Agreement. Under these “non-solicitation” provisions, each of Restoration Robotics and Venus Concept has agreed that neither it nor its subsidiaries, nor any of its officers, directors, employees, representatives, affiliates, advisors or agents will directly or indirectly:

In addition, Restoration Robotics agreed that neither it nor its subsidiaries, nor any of its officers, directors, employees, representatives, affiliates, advisors or agents will directly or indirectly fail to include a recommendation for approval of the shareholder proposals required by the Merger Agreement, or approve, endorse or recommend any competing proposal, subject to the terms and conditions in the Merger Agreement.

Termination of the Merger Agreement (see page 145)

Either Restoration Robotics or Venus Concept may terminate the Merger Agreement under certain circumstances, which would prevent the merger from being consummated.

Termination Fee (see page 145)

The Merger Agreement provides that, upon termination of the Merger Agreement under specified circumstances, Restoration Robotics may be required to pay Venus Concept a termination fee of $1,115,000 and up to $200,000 in expense reimbursements.

Voting Agreements (see page 148)

In connection with the execution of the Merger Agreement, certain Venus Concept directors, executive officers and shareholders, who collectively beneficially owned or controlled approximately 87.6% of the voting power of Venus Concept’s outstanding capital stock as of March 15, 2019, entered into voting agreements with Restoration Robotics under which such shareholders have agreed to, among other things, vote in favor of the merger and the Merger Agreement and against any competing transaction.

In connection with the execution of the Merger Agreement, certain of Restoration Robotics’ officers, directors, and stockholders who collectively beneficially owned or controlled approximately 36% of Restoration Robotics’ outstanding common stock as of March 15, 2019, also entered into voting agreements with Venus Concept under which such shareholders have agreed to, among other things, vote in favor of Proposal Nos. 1, 2, 3, 4, 5 and 8 and against any competing acquisition transaction.

The voting agreements also obligate such stockholders to also vote in favor of any other proposal included in this proxy statement/prospectus for which the board of directors of Restoration Robotics has recommended the stockholders to vote in favor. Each stockholder executing a voting agreement has made representations and

warranties to Restoration Robotics or Venus Concept, as applicable, regarding ownership and unencumbered title to the shares subject to such agreement, such stockholder’s power and authority to execute the voting agreement, due execution and enforceability of the voting agreement and power to vote the shares subject to the agreement. Unless otherwise waived, all of the voting agreements prohibit the transfer, sale, assignment, gift or other disposition by the stockholder of their respective shares of Restoration Robotics or Venus Concept capital stock, or entering into an agreement or commitment to do any of the foregoing, subject to specified exceptions.

The voting agreements will terminate at the earlier of the effective time of the merger or the termination of the Merger Agreement in accordance with its terms.

Lock-Up Agreements (see page 148)

Certain of Venus Concept’s officers, directors and shareholders have entered into lock-up agreements pursuant to which such parties have agreed not to, except in limited circumstances, offer, pledge, sell, contract to sell, sell any option to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, shares of Restoration Robotics common stock, including, as applicable, shares received in the merger or pursuant to the equity commitment letter and shares issuable upon exercise of options, warrants or convertible securities, until 90 days after the closing date of the merger.

The Venus Concept shareholders who have executed lock up agreements as of March 31, 2019 owned, in the aggregate, approximately 87.6% of the shares of Venus Concept’s outstanding capital stock.

Certain of Restoration Robotics’ officers, directors and stockholders entered into lock-up agreements, pursuant to which such parties to the lock-up have agreed not to, except in limited circumstances, offer, pledge, sell, contract to sell, sell any option to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, shares of Restoration Robotics common stock, including, as applicable, shares received in the merger or pursuant to the equity commitment letter and shares issuable upon exercise of certain options, warrants or convertible securities until 90 days after the closing date of the merger.

Restoration Robotics stockholders who have executed lock-up agreements as of March 31, 2019 owned, in the aggregate, approximately 36% of the shares of Restoration Robotics’ outstanding capital stock on an as-converted to common stock basis.

Equity Commitment Letter (see page 149)

Concurrent with the execution of the Merger Agreement, Restoration Robotics and Venus Concept entered into an equity commitment letter with certain investors pursuant to which such investors agreed to purchase $21.0 million of shares of Restoration Robotics common stock immediately following the consummation of the merger in a private placement, with an option, but not an obligation, to purchase up to an additional $20.0 million of shares of Restoration Robotics common stock.

The closing of the equity commitment letter financing is conditioned upon the closing of the merger, which requires the approval of the issuance of the shares to be issued under the equity commitment letter by the Restoration Robotics stockholders, as well as certain other conditions. However, the funding of the purchase price for the shares issued under the equity commitment letter is not a condition to the closing of the merger. In addition, the conditions to the closing of the equity commitment letter financing also include the execution of definitive securities purchase agreements and registration rights agreements as contemplated in the equity commitment letter.

The equity commitment letter financing will have a dilutive impact on Restoration Robotics and Venus Concept security holders’ ownership in the combined company. Immediately after the merger and the

consummation of the equity commitment letter financing, the Restoration Robotics note conversion and the Venus Concept note conversion (assuming that the equity investors do not exercise their option to purchase an additional $20.0 million of common stock) on a fully-diluted basis, the combined company stockholders would own approximately 86.5% of the common stock of Restoration Robotics post-financing, and the investors participating in the equity commitment letter financing, the Restoration Robotics note conversion and the Venus Concept note conversion (without taking into account any existing holdings in the combined company) would own approximately 13.5%. If the investors exercise their option to purchase the full $20.0 million of common stock subject to the optional investment, then it is anticipated that immediately after the merger and the consummation of the optional investment, on a fully-diluted basis, the combined company stockholders would own approximately 81% of the common stock of Restoration Robotics post-financing, and the investors participating in the equity commitment letter financing, the Restoration Robotics note conversion and the Venus Concept note conversion (without taking into account any existing holdings in the combined company) would own approximately 19%. For more information, please see section titled “Risk Factors —Risks Related to the Merger—While Restoration Robotics and Venus Concept have received commitments for the purchase of $21.0 million shares of Restoration Robotics common stock, consummation of the equity commitment letter financing is subject to consummation of the merger.” beginning on page 29 of this proxy statement/prospectus.

Restoration Robotics and Venus Concept intend for the combined company to use the proceeds from the equity commitment letter financing and cash on hand to repay the outstanding amounts under Restoration Robotics’ Loan and Security Agreement with Solar Capital Ltd., or Solar, and certain other lenders thereunder, which is a condition to the effectiveness of Madryn’s consent to the merger. Restoration Robotics and Venus Concept intend to use any remaining proceeds for research and development, operations, manufacturing, and general administrative activities, but management will have broad discretion as to the application of its uses. For more information, please see the section titled “Risk Factors—The combined company will have broad discretion in the use of proceeds from the equity commitment letter financing and may invest or spend the proceeds in ways with which you do not agree and in ways that may not increase the value of your investment, and a significant portion of the proceeds may be used to repay Restoration Robotics’ outstanding debt.” beginning on page 41 of this proxy statement/prospectus.

The equity commitment letter requires the investors to enter into a customary securities purchase agreement for the issuance and sale of Restoration Robotics common stock. In addition, the equity commitment letter requires the combined company to provide certain registration rights to the investors in the equity commitment letter financing, including a commitment to: (i) use its best efforts to file a registration statement with the Securities and Exchange Commission, or SEC, with respect to the resale of the shares of Restoration Robotics common stock sold pursuant to equity commitment letter promptly following the closing date under the security purchase agreement; (ii) use its reasonable best efforts to have such registration statement declared effective by the SEC as soon as possible after the initial filing, and in any event no later than 75 days after the equity commitment letter financing; and (iii) keep such registration statement effective until all registrable securities thereunder may be sold pursuant to Rule 144 under the Securities Act of 1933, as amended, or the Securities Act, without the need for current public information or any other restriction, including volume limitations and manner of sale requirements, subject to customary suspension periods not exceeding 30 consecutive days during any 12-month period.

On July 26, 2019, Venus Concept agreed to use reasonable efforts to release one of the investors from its $3,500,000 commitment under the equity commitment letter. The investor has agreed to purchase $3,500,000 in the Venus Concept convertible notes. Venus Concept and Restoration Robotics expect to enter into an amendment to the equity commitment letter to release the other investors from their obligations to fund their pro rata portions of the equity commitment upon the closing of the merger, subject to the investors investing the funds they committed under the equity commitment letter in Venus Concept convertible notes that would automatically convert into common stock of Restoration Robotics upon the closing of the merger.

The equity commitment letter financing will be accomplished in a private placement exempt from registration under Section 4(a)(2) and Regulation D under the Securities Act, and the rules promulgated thereunder. The securities to be sold in the equity commitment letter financing have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

Convertible Promissory Notes (see page 148)

On February 28, 2019, Restoration Robotics entered into a note purchase agreement pursuant to which Restoration Robotics issued an aggregate of $5.0 million of unsecured subordinated convertible promissory notes, or the convertible notes, to Frederic Moll, M.D., one of Restoration Robotics’ directors, and Interwest Partners IX, LP, one of Restoration Robotics’ stockholders affiliated with Gil Kliman, M.D., one of Restoration Robotics’ directors. The convertible notes bear interest on the unpaid principal amount at a rate of eight percent (8.0%) per annum from the date of issuance. All of the outstanding principal and unpaid accrued interest on the convertible notes will automatically be converted into common stock of Restoration Robotics at the closing of the equity commitment letter financing, at a purchase price of $0.825 per share.

On June 25, 2019, Venus Concept entered into a note purchase agreement pursuant to which Venus Concept issued an aggregate of $7.8 million of unsecured senior subordinated convertible promissory notes, or the Venus convertible notes, to certain investors named therein. The Venus convertible notes bear interest on the unpaid principal amount at a rate of eight percent (8.0%) per annum from the date of issuance. All of the outstanding principal and unpaid accrued interest on the Venus convertible notes will automatically be converted into common stock of Restoration Robotics at the closing of the merger, at a conversion price of $0.4664 per share. In the event that the merger is not consummated, the Venus convertible notes will be convertible into equity securities of Venus Concept. On July 5, 2019, Venus Concept loaned Restoration Robotics $2.5 million of the proceeds from the issuance of the Venus convertible notes pursuant to a subordinated promissory note, or the Restoration Note. The Restoration Note is subordinated to the Solar Loan Agreement pursuant to a subordination agreement between Solar and Venus Concept dated June 25, 2019. The Restoration Note accrues interest at a rate of 8% per annum and matures on November 30, 2019.

Regulatory Approvals (see page 120)

Restoration Robotics must comply with applicable federal and state securities laws and the rules and regulations of Nasdaq in connection with the issuance of shares of Restoration Robotics common stock and the filing of this proxy statement/prospectus with the SEC. As of the date hereof, the registration statement on Form S-4 of which this proxy statement/prospectus is a part has not been declared effective. Restoration Robotics will also need to obtain an exemption under Israeli securities laws in connection with the granting of options to Israeli optionees. In order to satisfy applicable closing conditions and complete the merger, Venus Concept must obtain certain tax rulings from the ITA, which rulings must be in effect as of the closing of the merger.

The merger will become effective upon the issuance by the Companies Registrar of the Israeli Corporations Authority, or Companies Registrar, of a certificate evidencing the merger, or the Certificate of Merger, in accordance with Section 323(5) of the Israeli Companies Law—1999, or the ICL. Venus Concept and Merger Sub must comply with the process and timeline dictated by the ICL and regulations promulgated thereunder in order for the Companies Registrar to issue the Certificate of Merger upon the closing of the merger, which includes the expiration of the applicable waiting periods as further described in this proxy statement/prospectus.

Material U.S. Federal Income Tax Consequences of the Merger to United States Holders of Venus Concept Capital Stock (see page 119)

The merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly except as provided in the section titled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger to United States Holders of Venus Concept Capital Stock—Passive Foreign Investment Company Rules,” the material U.S. federal income tax consequences of the merger to U.S. holders (as defined in “The Merger—Material U.S. Federal Income Tax Consequences of the Merger to United States Holders of Venus Concept Capital Stock”) of Venus Concept capital stock will be as follows:

The tax consequences of the merger to a particular Venus Concept shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are strongly urged to consult your tax advisor for a full understanding of the tax consequences of the merger to you, including the applicability and effect of federal, state, local and non-U.S. income and other tax laws.

Material Israeli Income Tax Consequences of the Merger to Israeli and non-Israeli Residents (see page 122)

In general, under the Ordinance, as amended, and the rules and regulations promulgated thereunder, the disposition of shares of an Israeli company is deemed to be a sale of capital assets (unless such shares are held for the purpose of trading). The Ordinance generally imposes a capital gains tax on the sale of capital assets located in Israel, including shares in an Israeli resident company, by both residents and non-residents of Israel, unless a specific exemption is available under the Ordinance or unless a treaty for the prevention of double taxation between Israel and the seller’s country of residence provides otherwise.

Venus Concept instructed its Israeli counsel to prepare and file with the ITA an application for tax rulings with respect to withholding tax from capital gain as a result of the merger, both for Israeli residents and non-Israeli residents. Assuming Venus Concept receives the Israeli tax rulings from the ITA, the Israeli income tax consequences of the merger will be in accordance with such tax rulings (if applicable to a particular Venus Concept shareholder).

For more information on the material Israeli income tax consequences of the merger, see “The Merger Agreement—Tax Matters” beginning on page 140 of this proxy statement/prospectus. You are strongly urged to consult your tax advisor for a full understanding of the tax consequences of the merger to you.

Nasdaq Stock Market Listing (see page 125)

Restoration Robotics intends to file an initial listing application in the near term for the combined company common stock with Nasdaq. If such application is accepted, Restoration Robotics anticipates that the common stock of the combined company will be listed on Nasdaq following the closing of the merger under the trading symbol “VERO.”

Anticipated Accounting Treatment (see page 123)

The merger will be treated by Restoration Robotics as a reverse merger under the acquisition method of accounting in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. For accounting purposes, Venus Concept is considered to be acquiring Restoration Robotics in the merger.

Appraisal Rights and Dissenters’ Rights (see page 123)

Holders of Restoration Robotics common stock and of Venus Concept ordinary shares or preferred shares are not entitled to appraisal rights in connection with the merger.

Comparison of Stockholder Rights (see page 267)

Restoration Robotics is incorporated under the laws of the State of Delaware and Venus Concept is a company organized under the laws of Israel. If the merger is completed, Venus Concept shareholders will become holders of Restoration Robotics common stock and will have different rights as holders of Restoration Robotics common stock than they had as holders of Venus Concept ordinary shares or preferred shares. The differences between the rights of these respective holders result from the differences between (1) Israeli and Delaware law and (2) the respective governing documents of Venus Concept and Restoration Robotics. For additional information, see “Comparison of Rights of Holders of Restoration Robotics Capital Stock and Venus Concept Capital Stock” beginning on page 267 of this proxy statement/prospectus.

Risk Factors (see page 28)

Both Restoration Robotics and Venus Concept are subject to various risks associated with their businesses and their industries. In addition, the merger, including the possibility that the merger may not be completed, poses a number of risks to each company and its respective security holders, including the following risks:

These risks and other risks are discussed in greater detail under the section titled “Risk Factors” beginning on page 28 of this proxy statement/prospectus. Restoration Robotics and Venus Concept both encourage you to read and consider all of these risks carefully.

SELECTED HISTORICAL AND UNAUDITED PRO FORMA

COMBINED FINANCIAL INFORMATION AND DATA

The following tables present summary historical financial data for Restoration Robotics and Venus Concept, summary unaudited pro forma condensed combined financial data for Restoration Robotics and Venus Concept, and comparative historical and unaudited pro forma per share data for Restoration Robotics and Venus Concept included elsewhere herein.

Selected Historical Consolidated Financial Data of Restoration Robotics

The selected consolidated statements of operations data for the years ended December 31, 2018, 2017, and 2016 and the selected consolidated balance sheet data as of December 31, 2018, 2017, and 2016 are derived from Restoration Robotics’ audited consolidated financial statements and the selected consolidated statements of operations data for the three months ended March 31, 2019 and 2018 and the selected consolidated balance sheet dated as of March 31, 2019 are derived from Restoration Robotics unaudited consolidated financial statements. Restoration Robotics’ unaudited historical consolidated financial statements for the three months ended March 31, 2019 and 2018 are contained in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 and audited historical consolidated financial statements for the fiscal years ended December 31, 2018, 2017 and 2016 are contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which are incorporated by reference into this proxy statement/prospectus. Restoration Robotics’ historical results are not necessarily indicative of the results that may be expected in any future period.

The selected historical consolidated financial data below should be read in conjunction with Restoration Robotics’ management’s discussion and analysis of financial condition and results of operations and Restoration Robotics’ consolidated financial statements and the notes related thereto incorporated by reference into this proxy statement/prospectus. For additional information, see the section titled “Where You Can Find More Information” beginning on page 290 of this proxy statement/prospectus.

Selected Historical Consolidated Financial Data of Venus Concept

The selected statements of operations data for the years ended December 31, 2018 and 2017 and the selected balance sheet data as of December 31, 2018 and 2017 are derived from Venus Concept’s audited financial statements included elsewhere in this proxy statement/prospectus. The selected statements of operations data for the year ended December 31, 2016 is derived from Venus Concept’s unaudited financial statements included elsewhere in this proxy statement/prospectus. The selected condensed consolidated statement of operations data for the three months ended March 31, 2018 and 2019 and the condensed consolidated balance sheet data as of March 31, 2019 is derived from the unaudited interim condensed consolidated financial statements appearing elsewhere in this proxy statement/prospectus. The unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with the audited consolidated financial statements included in this proxy statement/prospectus and include, in Venus Concept’s opinion, all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the financial information in those statements. Venus Concept’s historical results are not necessarily indicative of the results that may be expected in any future period.

The selected historical financial data below should be read in conjunction with the sections titled “Venus Concept Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 228 of this proxy statement/prospectus, and Venus Concept’s financial statements and related notes included elsewhere in this proxy statement/prospectus.

“Adjusted EBITDA” is a non-GAAP measure defined as net (loss) income before foreign exchange loss (income), financial expenses, income tax expense, depreciation and amortization, stock-based compensation and non-recurring items for a given period. Adjusted EBITDA is not a measure of Venus Concept’s financial performance under U.S. GAAP and should not be considered an alternative to net income or any other performance measures derived in accordance with U.S. GAAP. Accordingly, you should consider Adjusted EBITDA along with other financial performance measures, including net income, and Venus Concept’s financial results presented in accordance with U.S. GAAP. Other companies, including companies in Venus Concept’s industry, may calculate Adjusted EBITDA differently or not at all, which reduces its usefulness as a comparative measure. Venus Concept understands that although Adjusted EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA has limitations as an analytical tool, and

you should not consider it in isolation, or as a substitute for analysis of Venus Concept’s results as reported under U.S. GAAP. Some of these limitations are:

For the year ended December 31, 2018, Venus Concept had two non-recurring items totalling $10.5 million. The first item relates to a large chain account customer that filed for Chapter 11 bankruptcy protection in February of 2019. A trustee has been appointed by the court and Venus Concept is currently receiving monthly payments under the court-approved operating plan. However, as there is no guarantee that the full balance of the receivable will be collected, a provision of $8.3 million was charged to provision for bad debts for the year ended December 31, 2018. There were no system sales made to this chain account in 2018. Excluding this write-off, provision for bad debts as a percentage of revenue remained consistent with prior years. As of March 31, 2019 and December 31, 2018, no customer represented more than 2% of total outstanding accounts receivable. Accordingly, management believes this event is non-recurring in nature. The second item relates to a charge of approximately $2.3 million incurred in the fourth quarter of 2018 for professional fees related to a business combination transaction that was not completed. The circumstances around the termination of the transaction were considered unusual, and therefore, non-recurring in nature.

Venus Concept believes that Adjusted EBITDA is a useful measure for analysing the performance of Venus Concept’s core business because it facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by changes in foreign exchange rates that impact financial assets and liabilities denominated in currencies other than the U.S. dollar, tax positions (such as the impact on periods or companies of changes in effective tax rates), the age and book depreciation of fixed assets (affecting relative depreciation expense), stock-based compensation expense (because it is a non-cash expense) and non-recurring items as explained above.

Selected Unaudited Pro Forma Combined Financial Data of Restoration Robotics and Venus Concept

The following selected unaudited pro forma combined financial data presents the pro forma financial position and results of operations of the combined company based on the historical consolidated financial statements of Restoration Robotics and Venus Concept, after giving effect to the merger and the issuance of $21.0 million of common stock under the equity commitment letter financing and the Restoration Robotics note conversion. The unaudited pro forma combined balance sheet data as of March 31, 2019 gives effect to the merger and the issuance of $21.0 million of common stock under the equity commitment letter financing and the Restoration Robotics note conversion as if such transactions took place on March 31, 2019. The unaudited pro forma combined statement of operations data for the year ended December 31, 2018 and the three months ended March 31, 2019 gives effect to the merger and the issuance of $21.0 million of common stock under the equity commitment letter financing and the Restoration Robotics note conversion as if it took place on January 1, 2018. In the unaudited pro forma combined financial data, the merger has been accounted for as a reverse acquisition, with Venus Concept being deemed the acquiring company for accounting purposes.

The allocation of purchase consideration reflected in the unaudited pro forma combined financial data is preliminary and will be adjusted based on the fair value of purchase consideration on the closing date of the merger and upon completion of the final valuations of the fair value of the assets acquired and liabilities assumed of Restoration Robotics on the closing date of the merger. Although Restoration Robotics and Venus Concept management believes that the fair values assigned to the assets to be acquired and liabilities to be assumed reflected in the unaudited pro forma combined financial data are based on reasonable estimates and assumptions using currently available data, the results of the final allocation could be materially different from the preliminary allocation.

The unaudited pro forma combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X. Accordingly, the historical consolidated financial data of Restoration Robotics and Venus Concept has been adjusted to give pro forma effect to events that are (i) directly attributable to the merger, (ii) factually supportable, and (iii) with respect to the unaudited pro forma combined statements of operations, expected to have a continuing impact on the combined results of operations of the combined company. In addition, the pro forma adjustments reflecting the completion of the merger are based upon the application of the acquisition method of accounting in accordance with U.S. GAAP and upon the assumptions set forth in the unaudited pro forma combined financial statements included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined financial data is presented for illustrative purposes only and is not necessarily indicative of the financial condition or results of operations of future periods or the financial condition or results of operations that would have been realized had the entities been combined during the periods presented.

The following selected unaudited pro forma combined financial data have been derived from, and should be read in conjunction with, the section titled “Unaudited Pro Forma Combined Financial Statements” beginning on page F-69 of this proxy statement/prospectus, Restoration Robotics’ consolidated financial statements and the related notes incorporated by reference in this proxy statement/prospectus, Venus Concept’s consolidated financial statements and the related notes in this proxy statement/prospectus, the sections titled “Venus Concept Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 231 of this proxy statement/prospectus, and the other information contained or incorporated by reference in this proxy statement/prospectus.

Comparative Historical and Unaudited Pro Forma Per Share Data

Unless otherwise indicated, the following information and all other information contained in this proxy statement/prospectus does not give effect to the proposed reverse stock split described in Proposal No. 5 of this proxy statement/prospectus.

The information below reflects the historical net loss and book value per share of Restoration Robotics common stock and the historical net loss and book value per share of Venus Concept ordinary shares in comparison with the unaudited pro forma net loss and book value per share after giving effect to the merger of Restoration Robotics with Venus Concept on a pro forma basis, without giving effect to the equity commitment letter financing and the Restoration Robotics note conversion. You should read the tables below in conjunction with the audited financial statements of Restoration Robotics for the year ended December 31, 2018 and the unaudited financial statements of Restoration Robotics for the three months ended March 31, 2019 and the audited financial statements of Venus Concept for the year ended December 31, 2018 and the unaudited financial statements of Venus Concept for the three months ended March 31, 2019, the unaudited pro forma condensed combined financial information and the notes related to such financial statements included elsewhere or incorporated by reference in this proxy statement/prospectus.