SCHEDULE 13D/A: Venus Concept Inc. Completes 1-for-11 Reverse Stock Split; Major Shareholder's Stake Adjusted

Venus Concept Inc. has completed a 1-for-11 reverse stock split, leading to an adjustment in the percentage beneficial ownership of its major shareholder, EW Healthcare Partners, due to an increase in outstanding shares.

Summary

• This filing, Amendment No. 13 to a Schedule 13D, reports changes in the beneficial ownership of Venus Concept Inc. Common Stock by EW Healthcare Partners and its affiliated entities.
• The Reporting Persons' beneficial ownership percentage decreased by more than 1%, primarily due to an increase in the number of Venus Concept Inc. Common Stock outstanding.
• Venus Concept Inc. effected a 1-for-11 reverse stock split, which became effective at 5:00 p.m. Eastern Time on March 3, 2025.
• Trading on a reverse stock split-adjusted basis commenced on March 4, 2025, on the Nasdaq Capital Market.
• The reverse stock split reclassified every 11 shares of Common Stock into one new share, without modifying any rights, authorized shares, or par value.
• Proportionate adjustments were made to the exercise/conversion prices and the number of shares underlying the Issuer's outstanding equity awards, convertible securities, warrants, and equity incentive plans.
• As of the filing date, the Reporting Persons collectively beneficially own 485,689 shares of Common Stock, representing 44.3% of the class.
• This beneficial ownership includes shares held directly, and those issuable upon conversion of Junior Preferred Stock, Senior Preferred Stock (convertible within 60 days, subject to Nasdaq limitations), exercise of Warrants, exercise of stock options, and conversion of secured subordinated convertible notes (including accrued interest).
• The total number of Venus Concept Inc. Common Stock outstanding as of March 26, 2025, was 709,130 shares, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2024.

Sentiment

Score: 5

Explanation: The document is a factual report of a change in beneficial ownership and a corporate action (reverse stock split). While a reverse stock split can be viewed negatively as it often signals a low stock price, the filing itself is neutral in tone and simply reports the facts. The continued significant stake of the Reporting Persons could be seen as a neutral to slightly positive signal of continued investor interest.

Positives

• The reverse stock split helps Venus Concept Inc. maintain compliance with Nasdaq listing requirements, which is generally positive for the company's market presence and liquidity.
• The Reporting Persons, a significant investor group, continue to hold a substantial stake (44.3%) in the company, indicating continued interest and commitment.

Negatives

• A reverse stock split often indicates a low stock price, which can be a negative signal about the company's performance or market perception.
• The decrease in the Reporting Persons' percentage beneficial ownership, even if due to an increase in outstanding shares, represents a dilution of their proportional stake.

Risks

• The document implies a risk related to maintaining Nasdaq listing, as the reverse stock split is a common measure to address low share prices that could lead to delisting.
• Limitations on the convertibility of Senior Preferred Stock due to Nasdaq rules could indicate potential regulatory hurdles or constraints on capital structure flexibility.

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 actions such as mergers, asset sales, changes in management, or changes in corporate structure, although they currently have no present plan or proposal for such events.

Industry Context

Reverse stock splits are common corporate actions, particularly for companies whose stock price has fallen significantly, often below minimum listing requirements for exchanges like Nasdaq. In the medical aesthetics or healthcare device industry, companies may face challenges related to market adoption, regulatory approvals, or competitive pressures that can impact stock performance. This action suggests Venus Concept Inc. is addressing its stock price to maintain its public listing, a common strategy in various industries for companies facing similar challenges.

Comparison to Industry Standards

• This Schedule 13D filing primarily reports changes in beneficial ownership and a corporate action (reverse stock split) rather than financial performance or operational results.
• Therefore, it does not provide specific metrics or data points that would allow for a direct comparison to industry-specific benchmarks, comparable companies, or project results within the medical aesthetics or healthcare device industry.
• The reverse stock split itself is a corporate finance tool used across various industries, typically when a company's stock price falls below exchange minimums, and its effectiveness is judged by its ability to maintain listing and potentially improve investor perception.

Corporate Governance

Stakeholder Impact

• Shareholders: The reverse stock split reduces the number of shares outstanding and increases the per-share price, which can help maintain Nasdaq listing. However, it does not change the total value of their holdings immediately. Existing shareholders will own fewer shares, but each share will be proportionally more valuable.
• Investors (Reporting Persons): Their percentage beneficial ownership decreased due to an increase in outstanding shares, representing a dilution of their proportional stake, though they remain a significant shareholder.

Next Steps

• The Reporting Persons will continue to review the business of Venus Concept Inc.
• The Reporting Persons may, in the future, propose that Venus Concept Inc. take actions related to its business, such as mergers, asset sales, changes in management, or changes in corporate structure.

Key Dates

Recommendation

Keywords

Venus Concept Inc., SEC filing, Schedule 13D, reverse stock split, beneficial ownership, EW Healthcare Partners, common stock, Nasdaq Capital Market, corporate action, equity dilution, convertible securities, warrants, preferred stock