EW Healthcare funds exit Venus Concept (VERO) convertible stakes in $2.6M sale
Rhea-AI Filing Summary
Venus Concept Inc. large shareholders associated with EW Healthcare Partners reported selling several convertible securities linked to the company. Through a Securities Purchase Agreement dated March 26, 2026, EW Healthcare Partners funds sold these instruments to Madryn entities for an aggregate $2,600,000 purchase price.
The sale covered 1,500,000 shares of Junior Convertible Preferred Stock, which are convertible into shares of Common Stock at a ratio of 0.0606, and 1,575,810 shares of Senior Convertible Preferred Stock, convertible at a ratio of 0.2424. They also sold secured subordinated convertible notes with aggregate principal and interest of $2,694,091.31, which are convertible into 195,777 shares of Common Stock.
The reporting entities held these securities indirectly through EW Healthcare funds and related general partners. Following the transactions, the filing shows zero remaining balance for each of the reported derivative positions.
Positive
- None.
Negative
- None.
Insights
Large fund-to-fund sale of Venus Concept-linked convertibles for $2.6M.
Investment funds affiliated with EW Healthcare Partners sold multiple Venus Concept-linked convertible instruments to Madryn funds under a Securities Purchase Agreement dated March 26, 2026. The instruments include junior and senior convertible preferred stock and secured subordinated convertible notes.
The junior preferred totals 1,500,000 shares, convertible into Common Stock at 0.0606 per share, while the senior preferred totals 1,575,810 shares, convertible at 0.2424 per share. The secured subordinated notes have aggregate principal and interest of $2,694,091.31, convertible into 195,777 Common shares.
These positions were held indirectly through EW Healthcare funds and controlled by Essex Woodlands general partner entities, whose managers disclaim beneficial ownership beyond their pecuniary interest. The filing shows the reported derivative holdings reduced to zero, indicating a full exit from these specific instruments, though it does not address any other securities that might be held separately.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Junior Convertible Preferred Stock | 1,500,000 | $0.00 | -- |
| Sale | Senior Convertible Preferred Stock | 1,575,810 | $0.00 | -- |
| Sale | Secured Subordinated Convertible Notes | 0 | $0.00 | -- |
Footnotes (1)
- 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. 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. 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. 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 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. 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. 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. 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.
