Madryn funds boost Venus Concept (VERO) stake with stock, preferreds and notes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Venus Concept Inc. reported that investment funds affiliated with Madryn Asset Management, as ten percent owners, made sizeable indirect purchases of common and convertible securities. Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP bought 37,500,000 shares of common stock for $1,500,000 under a Stock Purchase Agreement, at $0.04 per share. They also acquired Voting Convertible Preferred Stock, Senior Convertible Preferred Stock and Secured Subordinated Convertible Notes from existing investors for cash and promissory-note consideration. The preferred shares are convertible into common stock at fixed ratios, and the notes have an aggregate principal of $2,611,228.33 plus accrued interest and are convertible into 189,756 shares of common stock. All securities are held by the Madryn funds; Madryn Asset Management, LP and Madryn Health Advisors, LP may be deemed beneficial owners but each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest.
Positive
- None.
Negative
- None.
Insights
Madryn-affiliated funds expanded their indirect stake in Venus Concept through common, preferred, and note investments.
Funds managed by Madryn Asset Management entered multiple agreements to acquire common stock directly from Venus Concept Inc. for $1,500,000 and to purchase existing investors’ preferred shares and convertible notes. All reported Form 4 transactions are coded as open-market or private purchases.
The deals add layers of voting and senior convertible preferred stock plus secured subordinated convertible notes that are convertible into common shares at stated ratios and prices. The reporting entities are ten percent owners and collectively bought 40,947,997 shares and derivatives on March 26, 2026, while disclaiming beneficial ownership beyond pecuniary interests.
The transactions increase indirect ownership concentration among the Madryn funds and introduce additional convertible instruments into the capital structure. The actual impact for other shareholders depends on future conversion decisions and any subsequent disclosures from the company about outstanding share counts and further financing actions.
Insider Trade Summary
Net Buyer: 40,947,997 shares ($1,500,000)
Net Buy
6 txns
Insider
Madryn Asset Management, LP, Madryn Health Partners (Cayman Master), LP, Madryn Health Advisors, LP, Madryn Health Partners, LP
Role
10% Owner | 10% Owner | 10% Owner | 10% Owner
Bought
40,947,997 shs ($1.50M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Voting Convertible Preferred Stock | 1,500,000 | $0.00 | -- |
| Purchase | Senior Convertible Preferred Stock | 1,575,810 | $0.00 | -- |
| Purchase | Secured Subordinated Convertible Notes | 0 | $0.00 | -- |
| Purchase | Voting Convertible Preferred Stock | 335,000 | $0.00 | -- |
| Purchase | Common Stock | 37,500,000 | $0.04 | $1.50M |
| Purchase | Common Stock | 37,187 | $0.00 | -- |
Holdings After Transaction:
Voting Convertible Preferred Stock — 1,500,000 shares (Indirect, See footnotes);
Senior Convertible Preferred Stock — 1,575,810 shares (Indirect, See footnotes);
Secured Subordinated Convertible Notes — 0 shares (Indirect, See footnotes);
Common Stock — 37,510,186 shares (Indirect, See footnotes)
Footnotes (1)
- Pursuant to a Stock Purchase Agreement, dated March 26, 2026, by and among Madryn Health Partners, LP ("MHP"), Madryn Health Partners (Cayman Master), LP ("MHP Cayman" and together with MHP, the "Funds"), and the Issuer, the Issuer sold to the Funds an aggregate of 37,500,000 shares of common stock for an aggregate purchase price of $1,500,000. Represents securities held directly by MHP and MHP Cayman. 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. 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. Pursuant to a Securities Purchase Agreement, dated March 26, 2026, by and among the Funds and HealthQuest Partners II L.P. ("HealthQuest"), HealthQuest sold to the Funds the shares of Common Stock and Voting Convertible Preferred Stock reported herein as sold by HealthQuest to the Funds for consideration in the form of promissory notes representing an aggregate principal balance payable by the Funds to HealthQuest of $755,646.90, allocated $754,159.42 to the Voting Convertible Stock sold thereunder and $1,487.48 to the Common Stock sold thereunder. The shares of Voting Convertible Preferred Stock are convertible into shares of Common Stock at a ratio of 0.0606 shares of Common Stock for each share of Voting Convertible Preferred Stock at the option of the holder at any time or by the Issuer under certain conditions. The Voting Convertible Preferred Stock is perpetual and therefore has no expiration date. Pursuant to a Securities Purchase Agreement (the "EW 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 ("MHP"), Madryn Health Partners (Cayman Master), LP ("MHP Cayman" and together with MHP, the "Funds"), and the other parties thereto, the EWHP Funds sold to the Funds the shares of Senior Convertible Preferred Stock, Voting Convertible Preferred Stock and Secured Subordinated Convertible Notes reported herein as sold by the EWHP Funds to the Funds for an aggregate sale price of $2,600,000. 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 Senior Convertible Preferred Stock is perpetual and therefore has no expiration date. The secured subordinated convertible notes (the "Notes") purchased by the Funds pursuant to the EW SPA have an aggregate principal balance of $2,611,228.33 (with accrued and unpaid interest as of March 25, 2026 of $82,862.98) and are convertible at any time into an aggregate of 189,756 shares of Common Stock at a conversion rate of 72.6691 shares of Common Stock for each $1,000.00 principal amount of Notes.
Key Figures
Common shares purchased from issuer: 37,500,000 shares at $0.04
Total shares and derivatives bought: 40,947,997 shares
Senior Convertible Preferred acquired: 1,575,810 shares
+5 more
8 metrics
Common shares purchased from issuer
37,500,000 shares at $0.04
Stock Purchase Agreement on March 26, 2026; $1,500,000 aggregate
Total shares and derivatives bought
40,947,997 shares
Net buy shares per transaction summary on March 26, 2026
Senior Convertible Preferred acquired
1,575,810 shares
Senior Convertible Preferred Stock indirectly held after transactions
Voting Convertible Preferred acquired
1,835,000 shares
Voting Convertible Preferred Stock indirectly held after transactions
Convertible notes principal
$2,611,228.33
Secured subordinated convertible notes principal; plus $82,862.98 interest
Note conversion shares
189,756 shares
Common stock issuable from notes at 72.6691 shares per $1,000
EW Healthcare sale price
$2,600,000
Aggregate price paid to EW Healthcare funds for preferred stock and notes
HealthQuest promissory notes
$755,646.90
Principal balance payable by Madryn funds for stock purchased from HealthQuest
Key Terms
Voting Convertible Preferred Stock, Senior Convertible Preferred Stock, Secured Subordinated Convertible Notes, Stock Purchase Agreement, +2 more
6 terms
Voting Convertible Preferred Stock financial
"the shares of Voting Convertible Preferred Stock are convertible into shares of Common Stock at a ratio of 0.0606 shares"
Senior Convertible Preferred Stock financial
"The shares of Senior Convertible Preferred Stock are convertible into shares of Common Stock at a ratio of 0.2424 shares"
Secured Subordinated Convertible Notes financial
"The secured subordinated convertible notes (the "Notes") purchased by the Funds pursuant to the EW SPA have an aggregate principal balance"
Stock Purchase Agreement financial
"Pursuant to a Stock Purchase Agreement, dated March 26, 2026, by and among Madryn Health Partners, LP"
A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.
Securities Purchase Agreement financial
"Pursuant to a Securities Purchase Agreement, dated March 26, 2026, by and among the Funds and HealthQuest Partners II L.P."
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
perpetual financial
"The Voting Convertible Preferred Stock is perpetual and therefore has no expiration date."
FAQ
What did Madryn-affiliated funds buy in Venus Concept (VERO) on March 26, 2026?
Madryn-affiliated funds purchased common stock, Voting Convertible Preferred Stock, Senior Convertible Preferred Stock and Secured Subordinated Convertible Notes. These positions give them indirect exposure to Venus Concept’s common equity through both direct share ownership and multiple convertible instruments with defined conversion ratios.
How are Venus Concept (VERO) Voting Convertible Preferred Stock and Senior Convertible Preferred Stock convertible?
Voting Convertible Preferred Stock converts into common at 0.0606 shares of common per preferred share. Senior Convertible Preferred Stock converts at 0.2424 shares of common per preferred share. Both are perpetual and convertible at the holder’s option or by the issuer under certain conditions described in the agreements.
Who holds the Venus Concept (VERO) securities bought in this Form 4 and who is deemed a beneficial owner?
The securities are held directly by Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP. Madryn Asset Management, LP and Madryn Health Advisors, LP may be deemed beneficial owners, but each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest in these holdings.
What consideration did Madryn funds pay other investors for Venus Concept (VERO) securities?
Madryn funds agreed to promissory notes totaling $755,646.90 to HealthQuest entities, allocated between Voting Convertible Preferred Stock and common stock. They also paid $2,600,000 to EW Healthcare Partners funds for Senior Convertible Preferred Stock, Voting Convertible Preferred Stock and secured subordinated convertible notes under a separate Securities Purchase Agreement.