Venus Concept Inc.
91.00%
18,763,125
1409269
Mar 12, 2026
Mar 17, 2026, 08:54 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 | 91.00% | 18,763,125 | 0 | 18,763,125 |
| MADRYN HEALTH ADVISORS, LP | Partnership | 91.00% | 18,763,125 | 0 | 18,763,125 |
| MADRYN HEALTH PARTNERS (CAYMAN MASTER), LP | Partnership | 57.30% | 11,820,525 | 0 | 11,820,525 |
| MADRYN HEALTH PARTNERS, LP | Partnership | 33.70% | 6,942,600 | 0 | 6,942,600 |
Disclosure Items (4)
Common Stock, Par Value $0.0001 Per Share
Venus Concept Inc.
235 Yorkland Blvd., Toronto, A6, M2J 4Y8
The descriptions of the 2020 Exchange Agreement, 2023 Exchange Agreement, May 2024 Exchange Agreement, September 2024 Exchange Agreement, March 2025 Exchange Agreement, June 2025 Exchange Agreement, September 2025 Exchange Agreement, HealthQuest Term Sheet, EW Term Sheet and March 2026 Proposal 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 March 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"). In connection with the June 2025 Exchange Agreement, the Funds amended and restated the Second A&R 2024 Registration Rights Agreement on June 30, 2025 (the "Third A&R 2024 Registration Rights Agreement"). In connection with the September 2025 Exchange Agreement, the Funds amended and restated the Third A&R 2024 Registration Rights Agreement on September 30, 2025 (the "Fourth A&R 2024 Registration Rights Agreement"). The Fourth 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, March 2025 Exchange Agreement, June 2025 Exchange Agreement, the September 2025 Exchange Agreement and the Fourth 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 Exchange Agreement, dated as of June 30, 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 July 1, 2025). Exhibit 99.10 Exchange Agreement, dated as of September 30, 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 October 2, 2025). Exhibit 99.11 Fourth Amended and Restated Resale Registration Rights Agreement, dated as of September 30, 2025 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 2, 2025). Exhibit 99.12 Non-Binding Summary of Terms, dated as of March 17, 2026, between Madryn Asset Management, LP and HealthQuest Partners II, L.P. Exhibit 99.13 Non-Binding Summary of Terms, dated as of March 17, 2026, between Madryn Asset Management, LP and EW Healthcare Partners L.P. Exhibit 99.14 Non-Binding Summary of Terms, dated as of March 17, 2026.