SCHEDULE 13D/A: EW Healthcare Partners Reports Dilution in Venus Concept Stake Following New Equity Offerings

EW Healthcare Partners and its affiliates have reported a decrease of over 1% in their beneficial ownership of Venus Concept, Inc. common stock, primarily due to the Issuer's recent registered equity offerings.

Summary

• This Amendment No. 14 to Schedule 13D updates the beneficial ownership 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 filing is triggered because the Reporting Persons' beneficial ownership of Common Stock has decreased by more than 1%.
• This decrease is a direct result of an increase in the number of Venus Concept's Common Stock outstanding due to the Issuer's registered offerings.
• As of April 14, 2025, the total number of Venus Concept's Common Stock outstanding was 1,424,403 shares.
• The Reporting Persons collectively beneficially own 485,689 shares of Common Stock, representing 26.8% of the class.
• This beneficial ownership includes 99,021 directly held shares, 90,913 shares issuable from Junior Preferred Stock conversion, 99,127 shares from Senior Preferred Stock conversion (convertible within 60 days, subject to Nasdaq limitations), 24,545 shares from Warrants, 749 shares from stock options, and 171,334 shares from convertible notes (including accrued interest through March 31, 2025).

Sentiment

Score: 4

Explanation: The sentiment is slightly negative from the perspective of the Reporting Persons due to the dilution of their ownership stake. While the filing is a mandatory disclosure, the underlying event (dilution from new offerings) is generally not favorable for existing large shareholders.

Negatives

• The Reporting Persons' percentage of beneficial ownership in Venus Concept, Inc. has decreased by more than 1%, indicating dilution of their stake.
• The dilution is a direct consequence of Venus Concept's recent registered equity offerings, which increased the total number of outstanding common shares.

Risks

• Existing shareholders, including the Reporting Persons, face dilution risk from the Issuer's ongoing or future equity offerings.
• Limitations imposed by Nasdaq Capital Market rules and regulations restrict the immediate convertibility of certain Senior Preferred Stock, preventing the Reporting Persons from fully realizing their potential ownership within a 60-day window (271,954 shares for EWHP and 10,941 shares for EWHP-A).

Future Outlook

The Reporting Persons will continue to review the business of Venus Concept, Inc. and, depending on various factors, may in the future propose that the Issuer take certain actions, though no present plan or proposal exists beyond the reported change in beneficial ownership.

Industry Context

NA

Related Party Transactions

• R. Scott Barry, a manager of the Reporting Persons, holds stock options as a director of Venus Concept, Inc. for the benefit of the Reporting Persons (720 shares for EWHP and 29 shares for EWHP-A).

Stakeholder Impact

• Existing shareholders of Venus Concept, Inc. have experienced dilution due to the recent equity offerings.
• The Reporting Persons, as significant shareholders, have seen their percentage ownership decrease.

Next Steps

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

Key Dates

Keywords

Venus Concept, SEC filing, Schedule 13D, beneficial ownership, equity offerings, dilution, common stock, investment, EW Healthcare Partners, corporate governance