4//SEC Filing
Madryn Asset Management, LP 4
Accession 0000950170-25-093416
CIK 0001409269other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 7:27 PM ET
Size
17.4 KB
Accession
0000950170-25-093416
Insider Transaction Report
Form 4
Madryn Asset Management, LP
10% Owner
Transactions
- Disposition to Issuer
Secured Subordinated Convertible Notes
2025-06-30→ 0 total(indirect: See footnotes)Exercise: $264.00From: 2025-03-31Exp: 2026-12-09→ Common Stock (64,454 underlying) - Purchase
Series Y Convertible Preferred Stock
2025-06-30+325,651→ 1,485,531 total(indirect: See footnotes)From: 2025-06-30→ Common Stock (2,960,461 underlying) - Purchase
Secured Subordinated Convertible Notes
2025-06-30(indirect: See footnotes)Exercise: $264.00From: 2025-06-30Exp: 2026-12-09→ Common Stock (42,032 underlying)
Madryn Health Advisors, LP
10% Owner
Transactions
- Purchase
Series Y Convertible Preferred Stock
2025-06-30+325,651→ 1,485,531 total(indirect: See footnotes)From: 2025-06-30→ Common Stock (2,960,461 underlying) - Purchase
Secured Subordinated Convertible Notes
2025-06-30(indirect: See footnotes)Exercise: $264.00From: 2025-06-30Exp: 2026-12-09→ Common Stock (42,032 underlying) - Disposition to Issuer
Secured Subordinated Convertible Notes
2025-06-30→ 0 total(indirect: See footnotes)Exercise: $264.00From: 2025-03-31Exp: 2026-12-09→ Common Stock (64,454 underlying)
Transactions
- Disposition to Issuer
Secured Subordinated Convertible Notes
2025-06-30→ 0 total(indirect: See footnotes)Exercise: $264.00From: 2025-03-31Exp: 2026-12-09→ Common Stock (64,454 underlying) - Purchase
Secured Subordinated Convertible Notes
2025-06-30(indirect: See footnotes)Exercise: $264.00From: 2025-06-30Exp: 2026-12-09→ Common Stock (42,032 underlying) - Purchase
Series Y Convertible Preferred Stock
2025-06-30+325,651→ 1,485,531 total(indirect: See footnotes)From: 2025-06-30→ Common Stock (2,960,461 underlying)
Madryn Health Partners, LP
10% Owner
Transactions
- Disposition to Issuer
Secured Subordinated Convertible Notes
2025-06-30→ 0 total(indirect: See footnotes)Exercise: $264.00From: 2025-03-31Exp: 2026-12-09→ Common Stock (64,454 underlying) - Purchase
Series Y Convertible Preferred Stock
2025-06-30+325,651→ 1,485,531 total(indirect: See footnotes)From: 2025-06-30→ Common Stock (2,960,461 underlying) - Purchase
Secured Subordinated Convertible Notes
2025-06-30(indirect: See footnotes)Exercise: $264.00From: 2025-06-30Exp: 2026-12-09→ Common Stock (42,032 underlying)
Footnotes (6)
- [F1]The New Notes (as defined below) are convertible into shares of Common Stock at a conversion rate of 3.7878788 shares of Common Stock for each $1,000 principal amount of New Notes.
- [F2]The reported transactions involved an exchange of existing secured subordinated convertible notes in the aggregate principal amount of $17,015,808.30 (the "Existing Notes") for (i) new secured subordinated convertible notes in the aggregate principal amount of $11,096,478.80 (the "New Notes") and (ii) 325,651 shares of Series Y Convertible Preferred Stock (the "Series Y Preferred Stock").
- [F3]Represents securities held directly by Madryn Health Partners, LP ("Health Partners LP") and Madryn Health Partners (Cayman Master), LP ("Cayman Master LP" and together with Health Partners LP, the "Funds"). 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.
- [F4]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.
- [F5]Each share of Series Y Preferred Stock is convertible into 9.0909 shares of Common Stock at the option of the holder or automatically upon certain conditions, including the completion by the Company of a $30.0 million common equity raise.
- [F6]The Series Y Preferred Stock is perpetual and therefore has no expiration date.
Documents
Issuer
Venus Concept Inc.
CIK 0001409269
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001787423
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 7:27 PM ET
- Size
- 17.4 KB