SCHEDULE 13G: Intracoastal Capital and Affiliates Disclose 4.99% Stake in Venus Concept Inc.

Sentiment:

Beneficial Ownership Report


Intracoastal Capital LLC, along with Mitchell P. Kopin and Daniel B. Asher, has filed a Schedule 13G disclosing beneficial ownership of 4.99% of Venus Concept Inc.'s common stock, primarily through warrants with blocker provisions.

Capital raiseThe document references a Securities Purchase Agreement (SPA) executed on June 6, 2025, which involved the issuance of 434,720 shares of Common Stock at closing and warrants (Intracoastal Warrant 1, 2, and 3) to Intracoastal Capital LLC. This indicates a recent capital raise by Venus Concept Inc. through the sale of equity and warrants.

Summary

  • The filing identifies Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC as the Reporting Persons.
  • As of June 13, 2025, the Reporting Persons collectively beneficially own 120,474 shares of Venus Concept Inc. common stock.
  • This ownership represents 4.99% of the outstanding common stock of Venus Concept Inc.
  • The beneficial ownership is primarily derived from Intracoastal Warrant 1, which includes a 'blocker provision' limiting the holder's beneficial ownership to 4.99% to prevent exceeding the 5% threshold.
  • Without these blocker provisions across Intracoastal Warrant 1, 2, and 3, the Reporting Persons would have been deemed to beneficially own 288,496 shares of common stock as of June 13, 2025.
  • The filing stems from a Securities Purchase Agreement (SPA) executed with Venus Concept Inc. on June 6, 2025, which was previously disclosed in an 8-K filing on June 9, 2025.
  • The Reporting Persons explicitly state that the securities were not acquired and are not held for the purpose of changing or influencing the control of the issuer.

Sentiment

Score: 5

Explanation: A Schedule 13G filing is a factual disclosure of beneficial ownership and does not inherently convey positive or negative sentiment regarding the company's performance or prospects. It simply reports a change in significant ownership by a passive investor group.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

  • Shareholders: The disclosure of a significant stake by an institutional investor group could be seen as a vote of confidence or a potential precursor to activist engagement, depending on the investor's history and future actions. However, the explicit statement that the securities were not acquired for the purpose of changing or influencing control, along with the blocker provisions, suggests a passive investment approach. The capital raise itself impacts existing shareholders through dilution.

Key Dates

DateDescription
06/06/2025Date of event requiring the filing of this statement, specifically the execution of the Securities Purchase Agreement (SPA).
06/09/2025Date the Issuer (Venus Concept Inc.) filed a Form 8-K disclosing the Securities Purchase Agreement.
06/13/2025Date as of which the beneficial ownership is reported and the Schedule 13G filing was signed.

Keywords

Venus Concept Inc., Intracoastal Capital LLC, Mitchell P. Kopin, Daniel B. Asher, Schedule 13G, beneficial ownership, common stock, warrants, blocker provision, SEC filing, equity stake

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