Form 4: EW Healthcare Partners Exits Venus Concept Convertible Stakes

EW Healthcare Partners has sold its entire reported holdings in Venus Concept Inc.'s convertible preferred stock and notes to Madryn Health Partners for $2.6 million.

Summary

• EW Healthcare Partners, L.P. and EW Healthcare Partners-A, L.P. (the "EWHP Funds") sold various convertible securities of Venus Concept Inc. to Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP.
• The transaction was executed pursuant to a Securities Purchase Agreement dated March 26, 2026.
• The aggregate sale price for all securities was $2,600,000.
• Securities sold include 1,500,000 shares of Junior Convertible Preferred Stock, 1,575,810 shares of Senior Convertible Preferred Stock, and Secured Subordinated Convertible Notes with an aggregate principal and interest amount of $2,694,091.31.
• Following the transaction, the EWHP Funds no longer beneficially own these specific derivative securities.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a moderately negative signal for Venus Concept, primarily due to a significant existing investor exiting a substantial portion of its convertible holdings, potentially at a discount, which could imply a lack of confidence or a challenging valuation environment.

Positives

• The transaction represents a clear exit for EW Healthcare Partners from these specific convertible securities, potentially simplifying Venus Concept's capital structure with a new institutional holder.
• Madryn Health Partners' acquisition indicates a new investor's confidence or strategic interest in Venus Concept.

Negatives

• The sale by EW Healthcare Partners, a significant existing investor, could be interpreted as a lack of continued conviction in Venus Concept's long-term prospects by the selling entity.
• The aggregate sale price of $2,600,000 for securities with a principal/interest value of over $2.69 million for the notes alone (plus the preferred stock) suggests a potential discount or valuation challenge.

Risks

• The sale by a major investor could signal underlying concerns about Venus Concept's financial health or future performance.
• The valuation implied by the sale price for the convertible notes and preferred stock might indicate a lower market perception of Venus Concept's equity value.

Future Outlook

This filing is a Form 4, reporting a past transaction (or a future-dated one as per the filing date). It does not contain forward-looking statements or guidance from the issuer, Venus Concept Inc.

Industry Context

StockSavvy.ai notes that transactions involving the sale of significant convertible securities by a major institutional investor like EW Healthcare Partners to another, such as Madryn Health Partners, are common in the healthcare investment landscape. These often reflect portfolio rebalancing or strategic shifts by investment funds, and for the issuer, can mean a change in the composition of its major stakeholders. The involvement of specialized healthcare funds like Madryn suggests continued institutional interest in the sector, even if the specific terms of the sale might warrant closer scrutiny.

Comparison to Industry Standards

• The sale of convertible preferred stock and notes by a private equity firm like EW Healthcare Partners is a standard practice for realizing returns on investments.
• The acquisition by Madryn Health Partners, a healthcare-focused investment firm, aligns with typical industry activity where specialized funds invest in or take over positions in healthcare companies.
• Without specific valuation metrics for Venus Concept or comparable transactions for similar medical aesthetics companies at the time of this filing, it is difficult to benchmark the $2.6 million sale price against industry standards.

Related Party Transactions

• EW Healthcare Partners, L.P. and EW Healthcare Partners-A, L.P., who are 10% owners and have director relationships with Venus Concept Inc., sold their holdings of Venus Concept's Junior Convertible Preferred Stock, Senior Convertible Preferred Stock, and Secured Subordinated Convertible Notes to Madryn Health Partners.

Stakeholder Impact

• Shareholders: The sale by a major investor could create downward pressure on the stock price due to perceived lack of confidence. The introduction of a new significant holder (Madryn) could also shift shareholder dynamics.
• Creditors: The sale of secured subordinated convertible notes impacts the holder of those notes, transferring the creditor relationship from EWHP Funds to Madryn.

Key Dates

Recommendation

The sale of substantial convertible preferred stock and notes by a significant existing investor, EW Healthcare Partners, to Madryn Health Partners, particularly when the aggregate sale price appears to be at a discount to the face value of the notes alone, suggests a potential lack of confidence in Venus Concept's future performance or a challenging valuation. This type of insider selling by a major stakeholder often precedes or accompanies periods of underperformance, making a "sell" recommendation prudent for investors seeking to mitigate risk.

Keywords

Venus Concept, VERO, SEC Form 4, Beneficial Ownership, Convertible Preferred Stock, Convertible Notes, EW Healthcare Partners, Madryn Health Partners, Insider Transaction, Securities Sale, Healthcare Investment