SEC Form SD filed by Venus Concept Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

---

FORM SD

Specialized Disclosure Report

---

Venus Concept Inc.

(Exact name of Registrant as specified in its charter)

---

Delaware	001-38238	06-1681204
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Michael Mandarello

General Counsel & Corporate Secretary

(877) 848-8430

(Name and telephone number, including area code, of the

person to contact in connection with this report.)

---

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

---

Conflict Minerals Disclosure

This conflict minerals disclosure included in this specialized disclosure report for the year ended December 31, 2023 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Securities and Exchange Commission (“SEC”) adopted the Rule to implement reporting and disclosure requirements related to “Conflict Minerals” as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The Dodd-Frank Act defines “Conflict Minerals” as columbite-tantalite (coltan), cassiterite, gold, wolframite and the derivatives tantalum, tin and tungsten, without regard to the location of origin of the minerals or derivative metals. The covered countries for the purposes of the Rule are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola (“Covered Countries”). The Rule imposes certain reporting requirements on SEC registrants who manufacture or contract to manufacture products that include Conflict Minerals, if such Conflict Minerals are necessary to the functionality or production of the products.

If a registrant has reason to believe that any Conflict Minerals necessary to the functionality or production of their products may have originated in the Covered Countries, or if they are unable to determine the country of origin of those minerals, then the registrant must exercise due diligence on the minerals’ source and chain of custody and submit a Conflict Minerals Report to the SEC that includes a description of those due diligence measures. Consistent with the provisions of the Rule, neither this specialized disclosure report, nor our reasonable country of origin inquiry (“RCOI”) has been audited by a third party.

Venus Concept Inc. (“Venus,” “the Company,” “we,” “us,” or “our”) evaluated its product line and determined that within certain components and sub-components of these products, certain Conflict Minerals were necessary to the functionality or production of our products. Based on this assessment, we performed a RCOI in good faith, which we believe was appropriately designed to determine whether Conflict Minerals originated in the Covered Countries or are from recycled or scrap sources.

Our products contain hundreds of components that are sourced by our product manufacturers and/or suppliers. Venus does not directly source Conflict Minerals, and is many levels removed from mines, smelters or refiners that produce the metals used in Venus’ products. While conducting our RCOI, we identified approximately 12 manufacturers or suppliers of our devices, components or sub-components which were identified as containing a Conflict Mineral. Venus utilized the reporting template created by the Responsible Minerals Initiative, which provides a common means for the collection of sourcing information on Conflict Minerals. We used the reporting templates and made inquiries of our manufacturers and suppliers of each device and component that contained a Conflict Mineral. The results of the data gathered were evaluated by a team comprised of operations and legal personnel.

Based on the RCOI processes undertaken as described, for 2023, the Company has no reason to believe that Conflict Minerals necessary to the functionality or production of the Company’s products either (i) originated in the Covered Countries or (ii) were not from scrap or recycled materials.

The above information and a copy of this Form SD may be found publicly on our website at https://ir.venusconcept.com/.

Not required

None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

---