Madryn details control, restructuring talks with Venus Concept (NASDAQ: VERO)

Rhea-AI Filing Summary

Madryn Asset Management and its affiliates report significant control positions in Venus Concept Inc. common stock. Madryn Asset Management, Madryn Health Advisors, and related funds report beneficial ownership of 18,763,125 shares, representing 91.0% of the common stock, with shared voting and dispositive power.

The filing describes Madryn as an active investor working with management and the board on operational, financial and strategic initiatives, including the board’s evaluation of strategic alternatives. Madryn previously acquired the company’s MSLP Loan and delivered a unilateral, non‑binding proposal to restructure Venus Concept’s debt and equity, which could make Madryn and its affiliates majority owners on a fully diluted basis if implemented. The parties have also entered into multiple exchange agreements to swap portions of debt for Series Y preferred stock, and shareholders approved issuances of common shares underlying several convertible and preferred instruments. On January 13, 2026, Madryn discussed with the board its desire for the company to reduce operational costs, including the potential delisting and deregistration of the common stock.

Positive

• None.

Negative

• Potential delisting and deregistration: On January 13, 2026, Madryn discussed its desire for Venus Concept to reduce operational costs, including the potential delisting and deregistration of the common stock, which could materially affect trading liquidity and public‑market access.
• Highly concentrated control and ongoing restructuring: Madryn and affiliates report beneficial ownership of 91.0% of the common stock and are pursuing debt and equity restructuring initiatives, signaling significant control by a single creditor‑shareholder and an active process to reshape the company’s capital structure.

Insights

Activist & capital structure analyst

Madryn now controls 91% of Venus Concept and is steering restructuring and potential listing status changes.

Madryn Asset Management and affiliated funds report beneficial ownership of 18,763,125 Venus Concept common shares, or 91.0% of the class, with shared voting and dispositive power. This level of concentration effectively gives Madryn decisive influence over major corporate actions and board-level decisions.

The filing outlines an ongoing process to reshape the company’s capital structure. Madryn acquired the full MSLP Loan, proposed a unilateral, non‑binding restructuring that would exchange portions of this and other debt for common stock and add a new senior secured facility, and participated in several exchange agreements through September 30, 2025 that swapped debt into Series Y preferred stock. Shareholders approved issuance of common shares underlying June 2025 convertible notes and Series X and Y preferred on June 25, 2025, easing prior convertibility limits.

On January 13, 2026, Madryn discussed with the board its desire to reduce operational costs, including potential delisting and deregistration of the common stock. That introduces clear listing and liquidity risk alongside balance sheet restructuring. Actual outcomes will depend on whether a definitive agreement on the restructuring proposal or alternatives is reached, equity financing is completed, and required stockholder consents are obtained.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 12)

Venus Concept Inc.

(Name of Issuer)

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

92332W303

(CUSIP Number)

Matthew Girandola CCO
330 Madison Avenue, Floor 33
New York, NY, 10017
(646) 560-5490

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/13/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 92332W303

1

Name of reporting person

MADRYN ASSET MANAGEMENT, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO, AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,763,125.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,763,125.00

11

Aggregate amount beneficially owned by each reporting person

18,763,125.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

91.0 %

14

Type of Reporting Person (See Instructions)

PN, IA

SCHEDULE 13D

CUSIP No. 92332W303

1

Name of reporting person

MADRYN HEALTH PARTNERS, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,942,600.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,942,600.00

11

Aggregate amount beneficially owned by each reporting person

6,942,600.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

33.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 92332W303

1

Name of reporting person

MADRYN HEALTH PARTNERS (CAYMAN MASTER), LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,820,525.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,820,525.00

11

Aggregate amount beneficially owned by each reporting person

11,820,525.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

57.3 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 92332W303

1

Name of reporting person

MADRYN HEALTH ADVISORS, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO, AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,763,125.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,763,125.00

11

Aggregate amount beneficially owned by each reporting person

18,763,125.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

91.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, Par Value $0.0001 Per Share
(b)	Name of Issuer: Venus Concept Inc.
(c)	Address of Issuer's Principal Executive Offices: 235 Yorkland Blvd., Suite 900, Toronto, ONTARIO, CANADA , M2J 4Y8.
Item 1 Comment: This Amendment No. 12 ("Amendment No. 12") amends and supplements the Schedule 13D originally filed by the Reporting Persons (as defined below) with the Securities and Exchange Commission on December 18, 2020 (as amended to date, this "Schedule 13D").
Item 4.	Purpose of Transaction
	The information set forth in Items 3 and 6 of this Statement is hereby incorporated by reference into this Item 4. The Reporting Persons acquired the securities reported herein for investment purposes. In their capacity as a significant stockholder of the Company, the Reporting Persons have taken and intend to continue to take an active role in working with the Company's management and the board of directors on operational, financial and strategic initiatives, including in connection with the evaluation by the Company's board of directors of potential strategic alternatives as disclosed in the Company's Current Report on Form 8-K filed on January 24, 2024. The Reporting Persons intend to review their investments in the Company on a continuing basis. Depending on various factors, including but not limited to the Company's financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, compliance with applicable listing standards, various laws and regulations applicable to the Company and companies in its industry and the Reporting Persons' ownership in the Company and position as lender to the Company, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Company as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Statement. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional shares of Common Stock or other securities of the Company (including any combination or derivative thereof), dispose, or cause affiliates to dispose, of some or all of their Common Stock or other securities of the Company or continue to hold, or cause affiliates to hold, Common Stock or other securities of the Company. In addition, without limitation, the Reporting Persons have engaged and intend to continue engaging in discussions with management or the board of directors of the Company about its business, operations, strategy, plans and prospects. In addition, without limitation, the Reporting Persons have engaged and intend to continue engaging in discussions with management, the board of directors of the Company, stockholders or other securityholders of or lenders to the Company and other relevant parties or take other actions concerning the offering and sale of securities by the Company or other financing transactions by the Company, any extraordinary corporate transaction (including, but not limited to, a merger, reorganization, recapitalization or liquidation), a sale or transfer of a material amount of assets, a change in the board of directors or management, a material change in the capitalization or dividend policies, other material changes in the Company's business or corporate structure, changes in the Company's charter, bylaws or other actions that may impede the acquisition of control, de-listing or de-registration of the Issuer, or similar actions. On April 23, 2024, the Funds purchased the entire outstanding principal amount of the indebtedness outstanding under the MSLP Loan Agreement (the "MSLP Loan") from the City National Bank of Florida. On May 3, 2024, the Reporting Persons delivered a nonbinding transaction proposal (the "Proposal") to the Company concerning a proposed restructuring of the Company's current debt and equity capital structure. Pursuant to the Proposal, the Reporting Persons would exchange a portion of the MSLP Loan and/or other debt instruments held by the Reporting Persons for Common Stock, in addition to entering into a new senior secured credit facility as a part of a comprehensive restructuring of the Company's outstanding debt. As a result of the transactions contemplated by the Proposal, the Reporting Persons and their affiliates would become the majority owners of the Company's common stock on a fully diluted basis. The Proposal was unilateral and non-binding and, once structured and agreed upon, would be conditioned on, among other things, the negotiation and execution of definitive documentation setting forth the terms of a transaction between the Company and the Reporting Persons, as well as the Company successfully completing an equity financing and obtaining requisite stockholder consents. There can be no assurance that a definitive agreement with respect to the Proposal will be executed or, if executed, whether the transaction will be consummated. The Reporting Persons may, directly or indirectly, take such additional steps as they may deem appropriate to further the Proposal. The foregoing does not purport to be complete and is qualified in its entirety by reference to the full text of the Proposal filed as an exhibit hereto and incorporated by reference herein. The Company and the Reporting Persons have engaged and intend to continue to engage in discussions relating to the implementation of the transactions contemplated by the Proposal and alternatives to such transactions. While the Reporting Persons have engaged in discussions with the Company to agree the terms of the transactions contemplated by the Proposal and alternatives to such transactions, there is no certainty as to the outcome of such discussions, or as to the timing for execution of any definitive agreement. As of the date hereof, no agreement has been reached nor has any definitive documentation been entered into by the Company and the Reporting Persons with respect to the transactions contemplated by the Proposal or alternatives to such transactions. On May 24, 2024, September 26, 2024, March 31, 2025, June 30, 2025 and September 30, 2025, the Company and the Reporting Persons entered into the May 2024 Exchange Agreement, September 2024 Exchange Agreement, March 2025 Exchange Agreement, June 2025 Exchange Agreement and September 2025 Exchange Agreement, respectively, pursuant to which the Funds exchanged a portion of the MSLP Loan, the 2023 Convertible Notes, the March 2025 Convertible Notes or the June 2025 Convertible Notes, as applicable, for Series Y Preferred Stock. On June 25, 2025, the Company's shareholders approved the issuance of the shares of Common Stock underlying the June 2025 Convertible Notes, Series X Preferred Stock and Series Y Preferred Stock which had previously been subject to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market. On January 13, 2026, Madryn discussed with the Company's board of directors its desire for the Company to reduce operational costs, including the potential delisting and deregistration of the Company's Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MADRYN ASSET MANAGEMENT, LP

Signature:	/s/ Matthew Girandola
Name/Title:	Matthew Girandola / Chief Compliance Officer
Date:	01/15/2026

MADRYN HEALTH PARTNERS, LP

Signature:	/s/ Matthew Girandola
Name/Title:	Matthew Girandola / Chief Compliance Officer
Date:	01/15/2026

MADRYN HEALTH PARTNERS (CAYMAN MASTER), LP

Signature:	/s/ Matthew Girandola
Name/Title:	Matthew Girandola / Chief Compliance Officer
Date:	01/15/2026

MADRYN HEALTH ADVISORS, LP

Signature:	/s/ Matthew Girandola
Name/Title:	Matthew Girandola / Chief Compliance Officer
Date:	01/15/2026

Comments accompanying signature:

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named above agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

FAQ

How much of Venus Concept (VERO) stock does Madryn report owning?

Madryn Asset Management, Madryn Health Advisors and related funds report beneficial ownership of 18,763,125 shares of Venus Concept common stock, representing 91.0% of the class, with shared voting and dispositive power over these shares.

What is the purpose of Madryn’s investment in Venus Concept (VERO)?

The filing states that the securities were acquired for investment purposes. As a significant stockholder, Madryn has taken and intends to continue taking an active role with management and the board on operational, financial and strategic initiatives, including the board’s evaluation of potential strategic alternatives.

What restructuring actions involving Venus Concept (VERO) and Madryn are described?

Madryn acquired the entire outstanding principal amount of the MSLP Loan and delivered a non‑binding proposal to restructure Venus Concept’s debt and equity, including exchanging portions of the MSLP Loan and other debt for common stock and entering into a new senior secured credit facility. Multiple exchange agreements through May, September 2024 and March, June, September 2025 exchanged portions of various debt instruments for Series Y Preferred Stock.

What did Venus Concept (VERO) shareholders approve on June 25, 2025?

On June 25, 2025, shareholders approved the issuance of shares of common stock underlying the June 2025 Convertible Notes, Series X Preferred Stock and Series Y Preferred Stock that had previously been subject to Nasdaq Capital Market limitations on convertibility.

Could Venus Concept (VERO) be delisted based on this disclosure?

The filing states that on January 13, 2026, Madryn discussed with the board its desire for the company to reduce operational costs, including the potential delisting and deregistration of the common stock. The document does not state that a delisting has been decided or completed.

How might Madryn’s proposal affect its ownership of Venus Concept (VERO)?

The proposal contemplates exchanging a portion of the MSLP Loan and/or other debt for common stock and entering a new senior secured credit facility. The filing notes that, if the contemplated transactions are implemented, Madryn and its affiliates would become the majority owners of the company’s common stock on a fully diluted basis, subject to definitive agreements, equity financing, and stockholder consents.