According to the Complaint, 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, a type of hair restoration procedure.
This is a class action brought by Plaintiff on behalf of himself and the public stockholders of Restoration Robotics, Inc. against Restoration Robotics and the members of its Board of Directors for their violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and to enjoin the vote on a stock issuance in connection with a proposed transaction, pursuant to which Radiant Merger Sub, Ltd., a direct, wholly-owned subsidiary of Restoration Robotics, will merge with and into Venus Concept Ltd (“Venus”), with Venus continuing as the surviving corporation and a direct wholly-owned subsidiary of Restoration Robotics.
On March 15, 2019, Restoration Robotics and Venus issued a joint press release announcing they had entered into an Agreement and Plan of Merger and Reorganization dated March 15, 2019 to combine the companies in an all-stock transaction, whereby, each ordinary share of Venus and each preferred share of Venus will be converted into the right to receive 8.6506 shares of Restoration Robotics common stock, subject to adjustment. Restoration Robotics and Venus Concept shareholders will own approximately 15% and 85% of the combined company, respectively, on a fully diluted basis, without giving effect to the shares issued in the proposed equity financing that is expected to close immediately after the merger.
On September 10, 2019, Defendants filed a proxy statement/prospectus on Form 424B3 with the SEC. The Complaint alleges that the Proxy Statement, which recommends that Restoration Robotics stockholders vote in favor of the Stock Issuance, omits or misrepresents material information concerning, among other things: (i) Restoration Robotics’ and Venus’ financial projections, relied upon by the Company’s financial advisor in its financial analyses; (ii) the valuation analyses performed by Restoration Robotics’ financial advisor regarding the Proposed Transaction; and (iii) potential conflicts of interest faced by Company insiders and the Company's financial advisor.
This case was voluntarily dismissed on November 6, 2019. A related case continues in the District of Delaware.