SCHEDULE 13D/A: EW Healthcare Partners Amends Venus Concept 13D Filing, Citing Dilution from Recent Offering

EW Healthcare Partners has filed an Amendment No. 15 to its Schedule 13D for Venus Concept, Inc., reporting a decrease in its beneficial ownership percentage due to an increase in the Issuer's outstanding common stock from a recent registered offering.

Summary

• This document is Amendment No. 15 to a Schedule 13D filing, amending Amendment No. 14 filed on April 14, 2025.
• The filing relates to the beneficial ownership of Common Stock of Venus Concept, Inc. (the "Issuer") by EW Healthcare Partners L.P., EW Healthcare Partners-A L.P., Essex Woodlands Fund IX-GP, L.P., and Essex Woodlands IX, LLC (collectively, the "Reporting Persons").
• The primary purpose of this amendment is to report that the beneficial ownership of Common Stock by the Reporting Persons has decreased by more than 1%.
• This decrease is a direct result of an increase in the number of the Issuer's Common Stock outstanding due to a registered offering, as described in the Issuer's Prospectus Supplement filed on June 9, 2025.
• As of June 9, 2025, the number of shares of the Issuer's Common Stock outstanding was 1,859,123 shares.
• EW Healthcare Partners L.P. (EWHP) beneficially owns an aggregate of 466,903 shares, representing 20.9% of the class.
• EW Healthcare Partners-A L.P. (EWHP-A) beneficially owns an aggregate of 18,786 shares, representing 1.0% of the class.
• Essex Woodlands Fund IX-GP, L.P. beneficially owns an aggregate of 485,689 shares, representing 21.6% of the class.
• Essex Woodlands IX, LLC beneficially owns an aggregate of 485,689 shares, representing 21.6% of the class.
• The beneficial ownership includes various forms of securities convertible into Common Stock within 60 days, such as Junior Preferred Stock, Senior Preferred Stock (subject to Nasdaq Capital Market limitations), Warrants, Stock Options, and Secured Subordinated Convertible Notes (Notes).
• The Notes include 25,995 shares of Common Stock issuable to pay accrued interest calculated through March 31, 2025.
• Certain shares of Senior Preferred Stock (271,954 for EWHP and 10,941 for EWHP-A) are excluded from the current beneficial ownership calculation as their conversion cannot occur within 60 days due to Nasdaq Capital Market rules.

Sentiment

Score: 5

Explanation: The document is a factual amendment to a Schedule 13D, reporting a change in beneficial ownership percentage due to a registered offering by the Issuer. It does not contain positive or negative performance indicators from the Issuer's operations, but rather reflects a dilution event for the reporting entity's stake.

Negatives

• The beneficial ownership percentage of the Reporting Persons in Venus Concept, Inc. has decreased by more than 1% due to dilution from the Issuer's recent registered offering.

Risks

• Dilution of existing shareholder stakes due to new equity offerings.
• Limitations on convertibility of certain preferred stock imposed by Nasdaq Capital Market rules, which may affect the liquidity or timing of conversion for holders.

Future Outlook

The Reporting Persons will continue to review the business of the Issuer and, depending upon various factors, may in the future propose that the Issuer take certain actions. However, no present plan or proposal is in place beyond reporting the current ownership change.

Management Comments

• The Managers (Martin P. Sutter, R. Scott Barry, Ronald Eastman, Petri Vainio, and Steve Wiggins) may exercise voting and investment control over the shares of Common Stock only by majority action.
• Each individual Manager disclaims beneficial ownership over the shares of Common Stock except to the extent of his respective pecuniary interest therein.

Industry Context

This filing is specific to a change in the beneficial ownership percentage of a significant investor in Venus Concept, Inc., primarily driven by a capital raise undertaken by the company. While the document does not provide broader industry trends, capital raises are common in the medical aesthetics and device industry for funding research and development, market expansion, or operational needs.

Stakeholder Impact

• Shareholders: Existing shareholders of Venus Concept, Inc. may experience dilution of their ownership percentage due to the increase in outstanding Common Stock from the registered offering.
• Reporting Persons (EW Healthcare Partners): Their percentage ownership in Venus Concept, Inc. has decreased.

Next Steps

• The Reporting Persons will continue to review the business of Venus Concept, Inc.
• The Reporting Persons may, in the future, propose that the Issuer take certain actions, depending on various factors.

Key Dates

Keywords

Venus Concept Inc., EW Healthcare Partners, Schedule 13D, Beneficial Ownership, Dilution, SEC Filing, Registered Offering, Common Stock, Convertible Preferred Stock, Warrants, Convertible Notes, Nasdaq Capital Market