EW Healthcare Partners Amends Venus Concept Stake, Signals Ownership Update

TL;DR

**Major investor EW Healthcare Partners updated their Venus Concept Inc. stake on Jan 18, signaling a change in their ownership.**

AI Summary

EW Healthcare Partners, L.P. and its affiliates, including Essex Woodlands Fund IX-GP, L.P., filed an amendment to their Schedule 13D on January 22, 2024, indicating a change in their beneficial ownership of Venus Concept Inc. common stock. This amendment, number 10, was triggered by an event on January 18, 2024, and updates their previous disclosures regarding their significant stake in the medical instruments company. This matters to investors because EW Healthcare Partners is a major shareholder, and changes in their holdings or intentions can signal shifts in their confidence or strategic direction for Venus Concept, potentially influencing the stock's future performance.

Why It Matters

This filing updates the public on the beneficial ownership of a significant institutional investor in Venus Concept Inc., which can influence market perception and the company's strategic direction.

Risk Assessment

Risk Level: medium — While an amendment itself isn't inherently risky, changes in a major shareholder's position can introduce uncertainty about future stock performance or company control.

Analyst Insight

Investors should monitor subsequent 13D/A filings from EW Healthcare Partners to understand any further changes in their beneficial ownership or stated intentions, as this could signal a shift in their long-term view of Venus Concept Inc.

Key Numbers

• 10 — Amendment Number (This is the tenth amendment to the original Schedule 13D filing by EW Healthcare Partners regarding Venus Concept Inc.)
• 92332W 105 — CUSIP Number (Unique identifier for Venus Concept Inc.'s Common Stock.)

Key Players & Entities

• EW Healthcare Partners, L.P. (company) — filing person and major shareholder of Venus Concept Inc.
• Venus Concept Inc. (company) — subject company whose common stock is being reported on
• Essex Woodlands Fund IX-GP, L.P. (company) — group member associated with EW Healthcare Partners
• R. Scott Barry (person) — person authorized to receive notices for EW Healthcare Partners
• January 18, 2024 (date) — date of the event requiring this Schedule 13D/A filing

Forward-Looking Statements

• EW Healthcare Partners will continue to be a significant influence on Venus Concept's strategic decisions. (EW Healthcare Partners, L.P.) — high confidence, target: 2025-01-22
• The market will closely watch future filings from EW Healthcare Partners for further changes in their Venus Concept stake. (Venus Concept Inc.) — medium confidence, target: 2024-07-22

FAQ

Key Financial Figures

• $0.0001 — f shares of the common stock, par value $0.0001 per share (the Common Stock ), of Venus
• $593,425 — ommon Stock issuable upon conversion of $593,425 principal value of the Convertible Note
• $23,873 — ommon Stock issuable upon conversion of $23,873 principal value of Convertible Notes he
• $2,000,000 — ompany issued and sold to the Investors $2,000,000 in aggregate principal amount of secure
• $1,000 — is 799.3605 shares of Common Stock per $1,000 principal amount of Convertible Notes,
• $1.251 — itial conversion price of approximately $1.251 per share of Common Stock. Accordingly,
• $500,000 — r any guarantor for the payment of more $500,000, where such judgment remains unpaid for

Filing Documents

• d739011dsc13da.htm (SC 13D/A) — 186KB
• d739011dex991.htm (EX-99.1) — 15KB
• 0001193125-24-012190.txt ( ) — 202KB

From the Filing

SC 13D/A 1 d739011dsc13da.htm SC 13D/A SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) Venus Concept, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92332W 105 (CUSIP Number) R. Scott Barry EW Healthcare Partners, L.P. 21 Waterway Avenue, Suite 225 The Woodlands, Texas 77380 (281) 364-1555 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 18, 2024 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EW Healthcare Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 4,062,042 (1) 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 4,431,947 (1) 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,431,947 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.7% 14 TYPE OF REPORTING PERSON PN (1) See Item 5 below. 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON EW Healthcare Partners-A, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 163,427 (1) 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 178,310 (1) 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 178,310 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% 14 TYPE OF REPORTING PERSON PN (1) See Item 5 below. 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Essex Woodlands Fund IX-GP, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 4,225,469 (1) 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 4,610,257 (1) 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,610,257 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.9% 14 TYPE OF REPORTING PERSON PN (1) See Item 5 below. 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Essex Woodlands IX, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 4,225,469 (1) 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 4,610,257 (1) 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,610,257 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUD

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