What is the merger?
Pursuant to the Merger Agreement, Venus Concept Ltd. (“Venus Concept”) will merge with and into Radiant Merger Sub, Ltd., a direct, wholly-owned subsidiary of Restoration Robotics. After closing of the Merger, Venus Concept will continue as the surviving corporation and will be a wholly-owned subsidiary of Restoration Robotics. Immediately following the merger, current Restoration Robotics stockholders will own approximately 15% of the fully-diluted common stock of the combined company and current Venus Concept shareholders will own approximately 85% of the fully-diluted common stock of the combined company, without giving effect to the shares of Restoration Robotics common stock issued upon conversion of the Restoration Robotics convertible notes, the Venus Concept convertible notes or the new equity financing.
What happens to Restoration Robotics and Venus Concept after the close of the transaction?
Restoration Robotics will become the parent company of Venus Concept, which will become a wholly-owned subsidiary of Restoration Robotics. Immediately following the closing of the Merger, Restoration Robotics will change its corporate name to “Venus Concept Inc.”
As a Restoration Robotics shareholder, what will happen to my shares?
Nothing. Current Restoration Robotics shareholders will continue to own their shares, subject to the reverse stock split.
Will Restoration Robotics common stock remain listed on the Nasdaq?
Yes. Immediately after the closing, Restoration Robotics will change the ticker of its common stock from “HAIR” to “VERO”.
What is the reverse stock split and how will it affect my shares?
Immediately following the closing of the Merger, Restoration Robotics will effect a reverse stock split of its issued and outstanding shares of common stock within a range of, as determined by the Restoration Robotics board of directors, every 10 to 15 shares (or any number in between) of outstanding Restoration Robotics common stock being combined and reclassified into one share of Restoration Robotics common stock. For example, if the Restoration Robotics board of directors determines to effect the reverse stock split at a 13 to 1 ratio, a shareholder who held 130 shares of Restoration Robotics stock prior to the closing of the merger would hold 10 shares of Restoration Robotics stock after the closing of the merger. The exact reverse stock split will be announced at the time the Merger closes.