Madryn Asset Management, LP 4
4 · Venus Concept Inc. · Filed Mar 30, 2026
Research Summary
AI-generated summary of this filing
Venus Concept (VERO) 10% Owner Madryn Asset Management Buys Stock
What happened
- Madryn Asset Management, LP (reported as a >10% holder through affiliated funds) purchased 37,500,000 shares of Venus Concept Inc. (VERO) common stock on March 26, 2026 at $0.04 per share, for a cash purchase price of $1,500,000.
- In addition, the Funds managed/controlled by Madryn acquired several other items that were reported as purchases on the same date: a small block of 37,187 common shares and multiple derivative/conversionable securities (including Voting Convertible Preferred Stock, Senior Convertible Preferred Stock and Secured Subordinated Convertible Notes, plus additional common-stock equivalents reported as “Acquired” with N/A prices). Some of these securities were bought using promissory notes or through a separate purchase agreement rather than immediate cash.
- These transactions are purchases (bullish signal in the sense of accumulation by an institutional holder), but many of the reported items are convertible/derivative securities, not all immediately tradable common shares.
Key details
- Transaction date: March 26, 2026; Form 4 filed March 30, 2026 (filed within the reporting window).
- Cash purchase: 37,500,000 common shares at $0.04 each = $1,500,000 (per Footnote F1).
- Other consideration: HealthQuest-held securities were acquired by the Funds for promissory notes totaling $755,646.90 (allocated ~$754,159.42 to Voting Convertible Preferred Stock and $1,487.48 to Common Stock) (F4). Under an EW SPA the Funds paid $2,600,000 for additional preferred stock and notes (F6).
- Convertible/derivative terms: Voting Convertible Preferred converts at 0.0606 common shares per preferred share (F5); Senior Convertible Preferred converts at 0.2424 common shares per preferred share (F7). The secured subordinated convertible notes have $2,611,228.33 principal (plus ~$82,863 accrued interest) and are convertible into an aggregate of 189,756 common shares (conversion rate = 72.6691 shares per $1,000 principal) (F8).
- Beneficial ownership: Securities are held directly by Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP. Madryn Asset Management, LP, as investment advisor to those Funds, may be deemed a beneficial owner (F2). The reporting persons disclaim beneficial ownership except to the extent of pecuniary interest (F3).
- Shares owned after transaction: Not specified in the provided summary (check the filing for post-transaction holdings).
Context
- This filing reflects institutional purchases by a >10% holder and related funds, not individual executive trading. Institutional acquisitions can signal increased exposure but do not reveal insider views.
- Many of the reported items are convertible preferred shares and convertible notes—these are not immediate common shares but can be converted into common stock at the stated ratios, which could dilute common equity if converted.
- The purchase mix included cash and financed consideration (promissory notes and structured purchase agreements), so not all consideration was immediate cash outlay.
Insider Transaction Report
Form 4
Madryn Asset Management, LP
10% Owner
Transactions
- Purchase
Common Stock
[F1][F2][F3]2026-03-26$0.04/sh+37,500,000$1,500,000→ 37,510,186 total(indirect: See footnotes) - Purchase
Common Stock
[F4][F2][F3]2026-03-26+37,187→ 37,547,373 total(indirect: See footnotes) - Purchase
Voting Convertible Preferred Stock
[F5][F6][F2][F3]2026-03-26+1,500,000→ 1,500,000 total(indirect: See footnotes)From: 2026-03-26→ Common Stock (90,900 underlying) - Purchase
Senior Convertible Preferred Stock
[F7][F6][F2][F3]2026-03-26+1,575,810→ 1,575,810 total(indirect: See footnotes)From: 2026-03-26→ Common Stock (381,976 underlying) - Purchase
Secured Subordinated Convertible Notes
[F8][F6][F2][F3]2026-03-26(indirect: See footnotes)Exercise: $13.76From: 2026-03-26Exp: 2026-12-09→ Common Stock (189,756 underlying) - Purchase
Voting Convertible Preferred Stock
[F5][F4][F2][F3]2026-03-26+335,000→ 1,835,000 total(indirect: See footnotes)From: 2026-03-26→ Common Stock (20,301 underlying)
Footnotes (8)
- [F1]Pursuant to a Stock Purchase Agreement, dated March 26, 2026, by and among Madryn Health Partners, LP ("MHP"), Madryn Health Partners (Cayman Master), LP ("MHP Cayman" and together with MHP, the "Funds"), and the Issuer, the Issuer sold to the Funds an aggregate of 37,500,000 shares of common stock for an aggregate purchase price of $1,500,000.
- [F2]Represents securities held directly by MHP and MHP Cayman. Madryn Asset Management, LP, as investment advisor for each of the Funds, and Madryn Health Advisors, LP, as general partner of each of the Funds, may be deemed to be beneficial owners of the shares held directly by the Funds.
- [F3]Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
- [F4]Pursuant to a Securities Purchase Agreement, dated March 26, 2026, by and among the Funds and HealthQuest Partners II L.P. ("HealthQuest"), HealthQuest sold to the Funds the shares of Common Stock and Voting Convertible Preferred Stock reported herein as sold by HealthQuest to the Funds for consideration in the form of promissory notes representing an aggregate principal balance payable by the Funds to HealthQuest of $755,646.90, allocated $754,159.42 to the Voting Convertible Stock sold thereunder and $1,487.48 to the Common Stock sold thereunder.
- [F5]The shares of Voting Convertible Preferred Stock are convertible into shares of Common Stock at a ratio of 0.0606 shares of Common Stock for each share of Voting Convertible Preferred Stock at the option of the holder at any time or by the Issuer under certain conditions. The Voting Convertible Preferred Stock is perpetual and therefore has no expiration date.
- [F6]Pursuant to a Securities Purchase Agreement (the "EW 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 ("MHP"), Madryn Health Partners (Cayman Master), LP ("MHP Cayman" and together with MHP, the "Funds"), and the other parties thereto, the EWHP Funds sold to the Funds the shares of Senior Convertible Preferred Stock, Voting Convertible Preferred Stock and Secured Subordinated Convertible Notes reported herein as sold by the EWHP Funds to the Funds for an aggregate sale price of $2,600,000.
- [F7]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. The Senior Convertible Preferred Stock is perpetual and therefore has no expiration date.
- [F8]The secured subordinated convertible notes (the "Notes") purchased by the Funds pursuant to the EW SPA have an aggregate principal balance of $2,611,228.33 (with accrued and unpaid interest as of March 25, 2026 of $82,862.98) and are convertible at any time into an aggregate of 189,756 shares of Common Stock at a conversion rate of 72.6691 shares of Common Stock for each $1,000.00 principal amount of Notes.