United States securities and exchange commission logo
April 28, 2020
Domenic DiSisto
General Counsel and Corporate Secretary
Venus Concept Inc.
235 Yorkland Blvd., Suite 900
Toronto, Ontario M2J 4Y8
Re: Venus Concept Inc.
Registration
Statement on Form S-3
Filed April 17,
2020
File No. 333-237737
Dear Mr. DiSisto:
We have limited our review of your registration statement to
those issues we have
addressed in our comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our 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 the comment, we may have additional comments.
Registration Statement on Form S-3
General
1. We note that under
Article VIII of your Amended and Restated Certificate of
Incorporation that the
federal district courts of the United States of America shall be the
exclusive forum for the
resolution of any complaint asserting a cause of action arising
under the Securities
Act. Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
courts over all suits brought to enforce any duty or liability created by
the Securities Act or
the rules and regulations thereunder. Please include disclosure
in your prospectus to
state that there is uncertainty as to whether a court would enforce
your exclusive forum
provision and that investors cannot waive compliance with the
federal securities laws
and the rules and regulations thereunder. We also note that your
forum selection
provision in Article VIII identifies the Court of Chancery of the State of
Delaware as the
exclusive forum for certain litigation, including any "derivative action."
Domenic DiSisto
Venus Concept Inc.
April 28, 2020
Page 2
Please disclose whether this provision applies to actions arising under
the Exchange Act.
In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal
jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange
Act or the rules and regulations thereunder. If this provision does not
apply to actions
arising under the Exchange Act, please tell us how you will inform
investors in future
filings that the provision does not apply to any actions arising under
the Exchange Act.
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 Chris Edwards at (202) 551-6761 or Mary Beth Breslin at
(202) 551-
3625 with any other questions.
Sincerely,
FirstName LastNameDomenic DiSisto
Division of
Corporation Finance
Comapany NameVenus Concept Inc.
Office of Life
Sciences
April 28, 2020 Page 2
cc: Danielle Carbone, Esq.
FirstName LastName
