Venus Concept Inc.
8.60%
174,735
1409269
92332W303
Jun 8, 2025
Jun 11, 2025, 05:43 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| MADRYN ASSET MANAGEMENT, LP | Partnership | 8.60% | 174,735 | 0 | 174,735 |
| MADRYN HEALTH ADVISORS, LP | Partnership | 8.60% | 174,735 | 0 | 174,735 |
| MADRYN HEALTH PARTNERS (CAYMAN MASTER), LP | Partnership | 5.40% | 110,085 | 0 | 110,085 |
| MADRYN HEALTH PARTNERS, LP | Partnership | 3.20% | 64,650 | 0 | 64,650 |
Disclosure Items (7)
Common Stock, Par Value $0.0001 Per Share
Venus Concept Inc.
235 Yorkland Blvd., Toronto, Z4, M2J 4Y8
This Statement is filed by the following persons (the "Reporting Persons"): Reporting Person State of Organization Madryn Asset Management, LP ("Madryn") Delaware Madryn Health Partners, LP ("Health Partners LP") Delaware Madryn Health Partners (Cayman Master), LP ("Cayman Master LP") Cayman Islands and, together with Health Partners LP, the "Funds") Madryn Health Advisors, LP ("Advisors") Delaware Madryn's directors, executive officers and managers (collectively, the "Covered Persons") are as follows: (1) Avinash Amin, (2) John Ricciardi and (3) Matthew Girandola. Other than as set forth herein, none of the Reporting Persons have appointed any executive officers or directors.
The principal business or office address for each Reporting Person and Covered Person is 330 Madison Avenue - Floor 33, New York, NY 10017.
The principal business or occupation for each Reporting Person and Covered Person is as follows: Name Principal Business or Occupation Madryn Investment Advisor of the Funds Health Partners LP Investment Fund Cayman Master LP Investment Fund Advisors General Partner of the Funds Avinash Amin Member John Ricciardi Chief Financial Officer/Chief Operating Officer Matthew Girandola Chief Compliance Officer
During the last five years, none of the Reporting Persons or, to their knowledge, none of the Covered Persons, has been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction and, as a result of which they were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Reporting Persons are organized in the jurisdictions indicated above in Item 2(a). To the knowledge of the Reporting Persons, each Covered Person is a United States Citizen.
On October 11, 2016, Venus Concept Ltd., a predecessor of the Company, entered into a credit agreement as a guarantor with Health Partners LP, as administrative agent, and the Funds as lenders (as amended, restated supplemented or modified, the "Credit Agreement"), pursuant to which the Funds agreed to make certain loans to certain of Venus Concept Ltd.'s subsidiaries. On November 7, 2019, in connection with the merger between Restoration Robotics, Inc. and Venus Concept Ltd. (the "Merger"), the Company joined the Credit Agreement as a guarantor. Prior to the Merger, the Reporting Persons acquired beneficial ownership in a series of financing transactions of certain equity and equity-linked securities of Venus Concept Ltd which, upon consummation of the Merger, automatically converted into equity securities of the Company. All of the Common Stock held directly by the Funds were acquired from the Company, or its predecessor Venus Concept Ltd., by or on behalf of the Funds using the investment capital of the Funds. The aggregate purchase price of the Common Stock held directly by the Funds was approximately $15,475,268 (excluding brokerage commissions and transaction costs). In connection with the Credit Agreement, Venus Concept Ltd. issued three types of 10-year warrants (collectively, the "Warrants"). At the effective time of the Merger, each of the outstanding Warrants, whether or not vested, to purchase ordinary shares or preferred shares, as applicable, of Venus Concept Ltd., that was unexercised immediately prior to the effective time of the Merger was converted into a warrant to purchase shares of Common Stock. As of the date hereof, the Warrants are exercisable into 1,091 shares of Common Stock at an exercise price of $1,447.875 per share, at any time on or prior to expiration on December 1, 2026. On December 9, 2020, the Funds acquired $26,695,110.54 aggregate principal amount of the Company's the secured subordinated convertible notes (the "2020 Convertible Notes") pursuant to a Securities Exchange and Registration Rights Agreement (the "2020 Exchange Agreement"), dated as of December 8, 2020, pursuant to which the Company repaid $42,500,000 aggregate principal amount owed under the Credit Agreement and issued the 2020 Convertible Notes to the Funds. On October 4, 2023, the Funds entered into an Exchange Agreement (the "2023 Exchange Agreement") pursuant to which the Funds exchanged the 2020 Convertible Notes for (i) $22,791,748.32 aggregate principal amount of the Company's secured subordinated convertible notes (the "2023 Convertible Notes") and (ii) 248,755 shares of the Company's Series X Convertible Preferred Stock (the "Series X Preferred Stock"). The conversion rate of the 2023 Convertible Notes was 3.7878788 shares of Common Stock per $1,000 principal amount of 2023 Convertible Notes, which represents an initial conversion price of $264.00 per share of Common Stock. The conversion rate was subject to customary adjustments upon the occurrence of certain events. Each share of Series X Preferred Stock is convertible into 0.91 shares of Common Stock at any time at the option of the holder. From the date of issuance until December 31, 2026, each share of Series X Preferred Stock accrues a dividend at a rate of 12.5% per annum. Such dividend is payable on a quarterly basis in cash or additional shares of Series X Preferred Stock, at the Company's election. On May 24, 2024, the Funds entered into an Exchange Agreement (the "May 2024 Exchange Agreement") pursuant to which the Funds exchanged $35,000,000 of senior indebtedness under that certain Loan and Security Agreement (Main Street Priority Loan), dated December 8, 2020, originally between City National Bank of Florida, as lender, and Venus Concept USA Inc., as borrower (as amended or modified from time to time, the "MSLP Loan Agreement") for 576,986 shares of the Company's Series Y Convertible Preferred Stock (the "Series Y Preferred Stock"). On September 26, 2024, the Funds entered into an Exchange Agreement (the "September 2024 Exchange Agreement") pursuant to which the Funds exchanged $15,000,000 of senior indebtedness under the MSLP Loan Agreement for 203,583 shares of Series Y Preferred Stock. On March 31, 2025, the Funds entered into an Exchange Agreement (the "2025 Exchange Agreement") pursuant to which the Funds exchanged the 2023 Convertible Notes for (i) $17,015,808.33 aggregate principal amount of the Company's secured subordinated convertible notes (the "2025 Convertible Notes") and (ii) 379,311 shares of Series Y Preferred Stock. The initial conversion rate of the 2025 Convertible Notes is 3.7878788 shares of Common Stock per $1,000 principal amount of 2025 Convertible Notes, which represents an initial conversion price of $264 per share of Common Stock. The conversion rate will be subject to customary adjustments upon the occurrence of certain events. The shares of Series Y Preferred Stock issued under the May 2024 Exchange Agreement, September 2024 Exchange Agreement and 2025 Exchange Agreement were priced at $60.66, $73.68 and $29.00 per share, respectively (the "Issuance Price"). Each share of Series Y Preferred Stock is convertible into 9.0909 shares of Common Stock (i) at any time at the option of the holder or (ii) automatically upon the Company completing an equity financing for Common Stock that raises no less than $30,000,000, among other requirements. Each share of Series Y Preferred Stock carries a liquidation preference in an amount equal to the product of (i) the Issuance Price, multiplied by (ii) 2.0, which liquidation preference is senior to all other classes of outstanding capital stock. Such liquidation preference is subject to customary adjustment for any stock dividend, stock split, combination or similar recapitalization with respect to the Common Stock.
The Reporting Persons beneficially own in the aggregate 174,735 shares of Common Stock, which represents approximately 8.6% of the outstanding shares of Common Stock. The shares of Common Stock shown to be beneficially owned by the Reporting Persons in this Statement exclude (i) 3,881,789 shares of Common Stock issuable upon conversion of the Series Y Preferred Stock held by Health Partners LP, (ii) 59,225 shares of Common Stock issuable upon conversion of the Series X Preferred Stock held by Health Partners LP, (iii) 23,848 shares of Common Stock issuable upon conversion of 2025 Convertible Notes held by Health Partners LP, (iv) 6,610,869 shares of Common Stock issuable upon conversion of Series Y Preferred Stock held by Cayman Master LP, (v) 100,879 shares of Common Stock issuable upon conversion of Series X Preferred Stock held by Cayman Master LP and (vi) 40,606 shares of Common Stock issuable upon conversion of 2025 Convertible Notes held by Cayman Master LP, in each case due to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market. Each percentage ownership of shares of Common Stock set forth in this Statement is based on 1,424,403 shares of Common Stock reported by the Company as outstanding as of May 9, 2025 on its Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, plus 434,720 shares of Common Stock issued by the Company in a direct registered offering on June 9, 2025, plus 51,696 shares of Common Stock issuable upon conversion of Series Y Preferred Stock, plus 111,762 shares of Common Stock issuable upon conversion of Series X Preferred Stock, plus 1,091 shares of Common Stock issuable upon exercise of the Warrants. Each of the Funds directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Madryn, as the investment manager for each of the Funds, and Advisors, as the general partner for each of the Funds, may be deemed to have the shared power to direct the voting and disposition of shares of Common Stock beneficially owned by the Funds and, consequently, Madryn and Advisors may be deemed to possess indirect beneficial ownership of such shares. Madryn and Advisors disclaim beneficial ownership of such shares for all other purposes. The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated herein by reference.
The information set forth above in Item 5(a) is incorporated herein by reference.
Except as described in Item 3 of this Schedule 13D, none of the Reporting Persons or, to their knowledge, none of the Covered Persons, has had any transactions in the Common Stock during the past 60 days.
None.
Not applicable.
The descriptions of the 2020 Exchange Agreement, 2023 Exchange Agreement, May 2024 Exchange Agreement, September 2024 Exchange Agreement and 2025 Exchange Agreement in Items 3 and 4 are incorporated herein. The 2020 Exchange Agreement also provided the Madryn Noteholders with certain registration rights related to the shares issuable upon conversion of the 2020 Convertible Notes. All descriptions of the 2020 Exchange Agreement are qualified in their entirety by reference to the complete text of such agreement, a copy of which is filed as an exhibit hereto and is incorporated herein by reference. The 2023 Exchange Agreement terminated the 2020 Exchange Agreement except with respect to the aforementioned registration rights. In connection with the 2023 Exchange Agreement, the Funds entered into a Resale Registration Rights Agreement, dated as October 4, 2023, by and among the Company and the Funds (the "2023 Registration Rights Agreement"). The 2023 Registration Rights Agreement provides the Funds with certain registration rights related to the shares issuable upon conversion of the 2023 Convertible Notes and the Series X Preferred Stock. All descriptions of the 2023 Exchange Agreement and 2023 Registration Rights Agreement are qualified in their entirety by reference to the complete text of such agreements, copies of which are filed as exhibits hereto and are incorporated herein by reference. In connection with the 2023 Exchange Agreement, the Funds entered into a Voting Agreement, dated as of October 4, 2023, by and among the Company and the Shareholders identified therein (the "Voting Agreement"). The Voting Agreement, which was a condition of the Funds' entering into the 2023 Exchange Agreement, requires the Shareholders identified therein to vote the securities held by the Shareholders in favor of a proposal approving the transactions contemplated by the 2023 Exchange Agreement. The description of the Voting Agreement is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as an exhibit hereto and is incorporated herein by reference. In connection with the May 2024 Exchange Agreement, the Funds entered into a Resale Registration Rights Agreement, dated as May 24, 2024, by and among the Company and the Funds (the "May 2024 Registration Rights Agreement"). In connection with the September 2024 Exchange Agreement, the Funds amended and restated the May 2024 Registration Rights Agreement on September 26, 2024 (the "A&R 2024 Registration Rights Agreement"). In connection with the 2025 Exchange Agreement, the Funds amended and restated the A&R 2024 Registration Rights Agreement on March 31, 2025 (the "Second A&R 2024 Registration Rights Agreement"). The Second A&R 2024 Registration Rights Agreement provides the Funds with certain registration rights related to the shares issuable upon conversion of the Series Y Preferred Stock. All descriptions of the May 2024 Exchange Agreement, September 2024 Exchange Agreement, 2025 Exchange Agreement and the Second A&R 2024 Registration Rights Agreement are qualified in their entirety by reference to the complete text of such agreements, copies of which are filed as exhibits hereto and are incorporated herein by reference. Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D, which agreement is set forth on the signature page to this Schedule 13D. Except as described above and herein in this Schedule 13D, there are no other contracts, understandings or relationships (legal or otherwise) among the parties named in Item 2 hereto and between such persons and any person with respect to any of the Common Stock owned by the Funds.
Exhibit 99.1 Securities Exchange and Registration Rights Agreement, dated as of December 8, 2020 by and among the Company, Venus Concept USA Inc., Venus Concept Canada Corp., Venus Concept Ltd., Madryn Health Partners, LP and the Investors signatory thereto. (Incorporated by reference to Exhibit 10.9 of the Company's Current Report on Form 8-K filed on December 15, 2020). Exhibit 99.2 Exchange Agreement, dated as of October 4, 2023, by and among the Company, Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on October 5, 2023). Exhibit 99.3 Resale Registration Rights Agreement, dated as of October 4, 2023, by and among the Company, Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on October 5, 2023). Exhibit 99.4 Voting Agreement, dated as of October 4, 2023 by and among the Company and the Shareholders signatory thereto (Incorporated by reference to Exhibit 99.3 of Madryn's Schedule 13D/A filed on October 12, 2023). Exhibit 99.5 Summary of Proposed Terms, dated of May 3, 2024 (Incorporated by reference to Exhibit 99.4 of Madryn's Schedule 13D/A filed on May 7, 2024). Exhibit 99.6 Exchange Agreement, dated as of May 24, 2024, by and among the Company, Venus Concept USA Inc., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 28, 2024). Exhibit 99.7 Exchange Agreement, dated as of September 26, 2024, by and among the Company, Venus Concept USA Inc., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 27, 2024). Exhibit 99.8 Exchange Agreement, dated as of March 31, 2025, by and among the Company, Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on April 2, 2025). Exhibit 99.9 Second Amended and Restated Resale Registration Rights Agreement, dated as of March 31, 2025 by and among the Company, Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (Incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed on April 2, 2025).