Masters Capital Amends Venus Concept Stake

TL;DR

**Masters Capital Management just updated their stake in Venus Concept, watch for potential stock movement!**

AI Summary

Masters Capital Management, LLC filed an Amendment No. 2 to its Schedule 13D for Venus Concept Inc. on February 29, 2024. The filing indicates a change in their beneficial ownership of Venus Concept Inc.'s Common Stock, par value $0.0001 per share. Masters Capital Management, LLC's business address is 3060 Peachtree Road, NW, Suite 1425, Atlanta, Georgia 30305, and their phone number is (404) 364-2021.

Why It Matters

This amendment signals a change in a significant investor's position, which could influence market perception and the stock price of Venus Concept Inc.

Risk Assessment

Risk Level: medium — Changes in significant investor holdings can introduce volatility, but this filing is an amendment, not an initial disclosure of a new activist position.

Key Players & Entities

• Masters Capital Management, LLC (company) — Filing entity, beneficial owner
• Venus Concept Inc. (company) — Subject company, issuer
• Atlanta, Georgia (company) — Location of Masters Capital Management, LLC
• Toronto, A6 (company) — Location of Venus Concept Inc.
• $0.0001 (dollar_amount) — Par value per share of Common Stock

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o

Filing Documents

• d10993316_13d-a.htm (SC 13D/A) — 179KB
• 0000919574-24-001797.txt ( ) — 180KB

is hereby amended and supplemented as follows

Item 2 is hereby amended and supplemented as follows: (a)-(c), (f) This Schedule 13D is being filed jointly by (i) Masters Special Situations, LLC, a Georgia limited liability company (“MSS”), (ii) Masters Capital Management, LLC, a Georgia limited liability company (“MCM”), (iii) Michael Masters, a United States citizen, (iv) Marlin Fund, Limited Partnership, a Georgia limited partnership (“MFLP”), (iv) Marlin Fund II, Limited Partnership, a Georgia limited partnership (“MFIILP”), and (v) MSS VC SPV LP, a Delaware limited partnership (“MSSVC”) (collectively, the “Reporting Persons”). The principal business address of the Reporting Persons is 3060 Peachtree Road, NW, Suite 1425, Atlanta, Georgia 30305. Michael Masters is the controlling founder of each of MSS and MCM, each an investment management firm that serves as the investment manager to certain private funds, including MFLP, MFIILP, Marlin Fund III Limited Partnership (“MFIIILP”), Marlin Master Fund Offshore II, LP (“MMFO”) and MSSVC. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The funds for the purchase of the Common Stock beneficially owned by the Reporting Persons came from the working capital of the private funds managed by each of MSS and MCM (including MFLP, MFIILP and MSSVC). No borrowed funds were used

is hereby supplemented by adding thereto the

Item 4 is hereby supplemented by adding thereto the following: On February 27, 2024, the Issuer sold 817,748 shares of Common Stock to certain institutional investors pursuant to a prospectus supplement, filed with the Securities and Exchange Commission (the “Commission”) on February 27, 2024, and a prospectus, dated October 25, 2021, filed with the Commission as a part of the Issuer’s registration statement on Form S-3 (File No. 333-260267) (the “Public Offering”). In addition, on February 27, 2024, in a concurrent private placement, the Issuer also sold to the investors private placement warrants to purchase 817,748 shares of Common Stock (the “Private Placement,” and together with the Public Offering, the “Offerings”). The Reporting Persons did not participate in either the Public Offering or the Private Placement. This Amendment No. 2 is being filed solely to report a greater than 1% decrease in the percentage of shares of Common Stock beneficially owned by the Reporting Persons due to the increase of shares of Common Stock outstanding as a result of the Public Offering. On May 11, 2023, the Issuer effected a reverse stock split (the “Reverse Stock Split”) of the Issuer’s Common Stock at a ratio of 15:1. The share and per share amounts reported in this Schedule 13D give effect to the Reverse Stock Split for all periods presented herein, except as otherwise noted. Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own. Item 5. Interest in Securities of the Issuer. (a)-(c) As of the date of this Amendment No. 2 to Schedule 13D, (i) Michael Masters

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View this SC 13D/A filing on SEC EDGAR