4//SEC Filing
Madryn Asset Management, LP 4
Accession 0001193125-25-228849
CIK 0001409269other
Filed
Oct 1, 8:00 PM ET
Accepted
Oct 2, 7:23 PM ET
Size
13.5 KB
Accession
0001193125-25-228849
Insider Transaction Report
Form 4
Madryn Asset Management, LP
10% Owner
Transactions
- Purchase
Series Y Convertible Preferred Stock
2025-09-30+545,335→ 2,030,866 total(indirect: See footnotes)From: 2025-09-30→ Common Stock (4,957,587 underlying) - Disposition to Issuer
Secured Subordinated Convertible Notes
2025-09-30→ 0 total(indirect: See footnotes)Exercise: $264.00From: 2025-06-30Exp: 2026-12-09→ Common Stock (43,482 underlying)
Transactions
- Disposition to Issuer
Secured Subordinated Convertible Notes
2025-09-30→ 0 total(indirect: See footnotes)Exercise: $264.00From: 2025-06-30Exp: 2026-12-09→ Common Stock (43,482 underlying) - Purchase
Series Y Convertible Preferred Stock
2025-09-30+545,335→ 2,030,866 total(indirect: See footnotes)From: 2025-09-30→ Common Stock (4,957,587 underlying)
Madryn Health Advisors, LP
10% Owner
Transactions
- Disposition to Issuer
Secured Subordinated Convertible Notes
2025-09-30→ 0 total(indirect: See footnotes)Exercise: $264.00From: 2025-06-30Exp: 2026-12-09→ Common Stock (43,482 underlying) - Purchase
Series Y Convertible Preferred Stock
2025-09-30+545,335→ 2,030,866 total(indirect: See footnotes)From: 2025-09-30→ Common Stock (4,957,587 underlying)
Footnotes (7)
- [F1]The Notes (as defined below) were convertible into shares of Common Stock at a conversion rate of 3.7878788 shares of Common Stock for each $1,000 principal amount of Notes.
- [F2]The principal amount of subordinated convertible notes disposed of represents (x) $11,096,478.80, the initial principal balance of the subordinated convertible notes disclosed on a Form 4 filed by the Reporting Persons on July 2, 2025, plus (y) $382,828.52 of interest paid-in-kind on September 30, 2025.
- [F3]The reported transactions involved an exchange of secured subordinated convertible notes in the aggregate principal amount of $11,479,307.35 (the "Notes") for 545,335 shares of Series Y Convertible Preferred Stock (the "Series Y Preferred Stock").
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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
- Oct 1, 8:00 PM ET
- Accepted
- Oct 2, 7:23 PM ET
- Size
- 13.5 KB