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( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR 0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM Commission File Number 001-38238 TO Venus Concept Inc. ( Exact name of Registrant as specified in its Charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 235 Yorkland Blvd. Suite 900 Toronto , Ontario M2J 4Y8 ( 877 ) 848-8430 0 ( Address , including zip code , and telephone number , including area code , of registrant's principal executive offices ) Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Trading Symbol VERO Common Stock , $ 0.0001 par value per share Securities Registered Pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the Registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . YES □ NO É Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . YES NO Indicate by check mark whether the Registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the Registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . YES NO 06-1681204 ( I.R.S. Employer Identification No. ) Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the Registrant was required to submit such files ) . YES > NO Name of each exchange on which registered The Nasdaq Global Market Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer If an emerging growth company , indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . The number of shares of Registrant's Common Stock outstanding as of March 25 , 2021 was 53,971,951 . Accelerated filer Smaller reporting company Emerging growth company Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the Registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . YES NO É As of June 30 , 2020 , ( the last business day of the registrant's most recently completed second quarter ) , the aggregate market value of Registrant's common stock , par value $ 0.0001 , held by non - affiliates of the Registrant was $ 49,700,811 based upon the closing price of $ 3.49 per share as reported for such date by the Nasdaq Global Market . Shares of the Registrant's common stock held by executive officers and directors of the Registrant and by certain stockholders who owned 10 % or more of the outstanding common stock have been excluded because such persons may be deemed to be affiliates of the registrant . This determination of affiliate status is not necessarily a conclusive determination for other purposes . DOCUMENTS TO BE INCORPORATED BY REFERENCE Certain information required in Items 10 , 11 , 12 , 13 and 14 of Part III of this Annual Report on Form 10 - K ( the " Annual Report " ) is incorporated by reference from our definitive Proxy Statement for our 2021 Annual Meeting of Stockholders ( our " Proxy Statement " ) which will be filed with the Securities and Exchange Commission ( the " SEC " ) within 120 days after the end of the fiscal year ended December 31 , 2020 .