Essex Woodlands Fund IX-GP, L.P. 4
4 · Venus Concept Inc. · Filed Mar 27, 2026
Research Summary
AI-generated summary of this filing
Venus Concept (VERO) 10% Owner EW Healthcare Sells Convertible Securities
What Happened
EW Healthcare Partners, L.P. (a reported 10% owner of Venus Concept, ticker VERO) sold multiple derivative securities on March 26, 2026 pursuant to a Securities Purchase Agreement with Madryn. The dispositions consisted of: 1,500,000 shares of Junior Convertible Preferred Stock, 1,575,810 shares of Senior Convertible Preferred Stock, and secured subordinated convertible notes (aggregate principal+PI & accrued interest of $2,694,091.31). The buyer paid an aggregate purchase price of $2,600,000. These were sales of convertible securities (derivative dispositions), not open-market sales of common stock.
Key Details
- Transaction date: March 26, 2026; Form 4 filed March 27, 2026 (no late filing indicated).
- Consideration: Aggregate sale price for the securities = $2,600,000 (price per share not disclosed; private sale under SPA).
- Securities sold: 1,500,000 Junior Convertible Preferred; 1,575,810 Senior Convertible Preferred; convertible notes with aggregate principal+interest of $2,694,091.31.
- Conversion terms: Junior Pref converts at 0.0606 common shares per pref share (1,500,000 → ~90,900 common shares); Senior Pref converts at 0.2424 (1,575,810 → ~381,976 common shares); Notes convert into an aggregate 195,777 common shares. Combined, the sold securities are convertible into roughly 668,653 common shares (if converted).
- Seller breakdown: The aggregate preferred and note amounts were sold by EW Healthcare Partners, L.P. and EW Healthcare Partners-A, L.P. (EWHP sold the large majority; EWHP-A sold smaller portions per filing footnotes).
- Insider type: This is a 10% institutional holder (EW Healthcare Funds), not an officer or director. Per the filing, the funds’ GP and managers disclaim ownership except for pecuniary interest.
Context
These were private institutional disposals of convertible securities under a negotiated SPA — common for portfolio repositioning or liquidity — and do not directly reflect management trading. Because the instruments are convertible, the sale reduces EWHP’s exposure to potential future common-share conversion. For retail investors, purchases by insiders often carry more weight than institutional sales; this filing documents a structured secondary sale rather than open-market insider selling of common stock.
Insider Transaction Report
- Sale
Junior Convertible Preferred Stock
[F1][F2][F3][F8]2026-03-26−1,500,000→ 0 total(indirect: See footnotes)Exercise: $0.00→ Common Stock (90,913 underlying) - Sale
Senior Convertible Preferred Stock
[F1][F4][F5][F8]2026-03-26−1,575,810→ 0 total(indirect: See footnotes)Exercise: $0.00→ Common Stock (382,022 underlying) - Sale
Secured Subordinated Convertible Notes
[F6][F1][F7][F8]2026-03-26(indirect: See footnotes)→ Common Stock (195,777 underlying)
Footnotes (8)
- [F1]Pursuant to a Securities Purchase Agreement (the "SPA"), dated March 26, 2026, by and among EW Healthcare Partners, L.P. ("EWHP"), EW Healthcare Partners-A, L.P. ("EWHP-A" and, together with EWHP, the "EWHP Funds"), Madryn Health Partners, LP, Madryn Health Partners (Cayman Master), LP (together, "Madryn"), and the other parties thereto, the EWHP Funds sold to Madryn the securities reported herein, for an aggregate sale price of $2,600,000.
- [F2]The shares of Junior Convertible Preferred Stock are convertible into shares of Common Stock at a ratio of 0.0606 shares of Common Stock for each share of Junior Convertible Preferred Stock at the option of the holder at any time or by the Issuer under certain conditions.
- [F3]The share total shown above is the aggregate amount of shares of Junior Convertible Preferred Stock sold by EWHP and EWHP-A pursuant to the SPA. EWHP sold 1,441,983 shares of the amount shown above and EWHP-A sold 58,017 shares of the amount shown above.
- [F4]The shares of Senior Convertible Preferred Stock are convertible into shares of Common Stock at a ratio of 0.2424 shares of Common Stock for each share of Senior Convertible Preferred Stock at the option of the holder at any time or by the Issuer under certain conditions.
- [F5]The share total shown above is the aggregate amount of shares of Senior Convertible Preferred Stock sold by EWHP and EWHP-A pursuant to the SPA. EWHP sold 1,514,864 shares of the amount shown above and EWHP-A sold 60,946 shares of the amount shown above.
- [F6]The secured subordinated convertible notes in the aggregate principal (including payment-in-kind interest) plus accrued and unpaid interest (calculated through March 25, 2026) amount of $2,694,091.31 (the "Notes") are convertible at any time into an aggregate 195,777 shares of Common Stock at a conversion rate of 72.6691 shares of Common Stock for each $1,000.00 principal amount of Notes.
- [F7]The amount shown above is the aggregate principal and interest amount of Notes sold by EWHP and EWHP-A pursuant to the SPA. EWHP sold $2,589,895.67 of the principal and interest amount shown above and EWHP-A sold $104,195.64 of the principal and interest amount shown above.
- [F8]Essex Woodlands Fund IX-GP, L.P. (the "EW Fund IX GP"), is the general partner of the EWHP Funds. Essex Woodlands IX, LLC (the "General Partner") is the general partner of EW Fund IX GP. The General Partner holds sole voting and dispositive power over the securities held by each of the EW Funds. The managers of the General Partner are Martin P. Sutter, R. Scott Barry, Ronald Eastman, Petri Vainio and Steve Wiggins (collectively, the "Managers") and may exercise voting and investment control over the securities only by majority action of the Managers. Each individual Manager, EW Fund IX GP and the General Partner disclaims ownership over the securities except to the extent of his or its respective pecuniary interest therein.