Essex Woodlands Fund IX-GP, L.P. 4

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.