SCHEDULE: EW Healthcare Sells Venus Concept Preferred Stock, Debt

EW Healthcare Partners and affiliates have agreed to sell their preferred stock and convertible debt holdings in Venus Concept Inc. to Madryn Asset Management for $2.6 million.

Summary

• EW Healthcare Partners and its affiliates (the "Reporting Persons") have entered into a non-binding agreement to sell their holdings in Venus Concept Inc. to Madryn Asset Management, LP.
• The sale includes all shares of Junior Preferred Stock, Senior Preferred Stock, and convertible notes (Notes) held by the EW Selling Securityholders.
• The aggregate purchase price for these securities is $2,600,000.
• Payment will be made in four equal cash installments of $650,000, due 18, 24, 30, and 36 months after the closing date.
• The Reporting Persons collectively beneficially own 479,833 shares of Venus Concept Common Stock, representing 21.4% of the class, calculated based on 1,859,123 shares outstanding as of November 7, 2025.
• This beneficial ownership includes 99,021 shares of Common Stock, 90,913 shares issuable from Junior Preferred Stock, 99,127 shares issuable from Senior Preferred Stock (convertible within 60 days, subject to Nasdaq limitations), 1,016 shares from stock options, and 189,756 shares from convertible Notes (including 44,417 shares for accrued interest).
• An additional 271,954 shares from EWHP's Senior Preferred Stock and 10,941 shares from EWHP-A's Senior Preferred Stock are excluded from 60-day convertibility due to Nasdaq Capital Market rules.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event for Venus Concept Inc. as it represents a change in ownership of existing securities rather than a direct operational or financial update from the company itself. For the selling party, it's a planned exit.

Positives

• The transaction provides a clear exit strategy for EW Healthcare Partners from their preferred stock and convertible debt positions in Venus Concept.
• The agreement with Madryn Asset Management provides liquidity for the selling securityholders.

Negatives

• The sale price of $2.6 million for preferred stock and convertible debt, while providing an exit, might indicate a valuation below initial investment expectations or a distressed sale, though the filing does not provide enough information to confirm this.
• Payment for the sale is structured over an extended period (18 to 36 months), delaying full realization of proceeds for the selling securityholders.

Risks

• The agreement is a "Non-Binding Summary of Terms," meaning the transaction is not yet finalized and could still fall through or be renegotiated.
• Limitations on convertibility imposed by Nasdaq Capital Market rules affect the immediate liquidity and beneficial ownership calculation of certain preferred shares.
• The extended payment schedule introduces counterparty risk regarding Madryn's ability to make future installments.

Future Outlook

The Reporting Persons state they have no present plans or proposals related to the Issuer's business beyond this transaction but will continue to review the business and may propose future actions.

Management Comments

• Each individual Manager disclaims beneficial ownership over the shares of Common Stock except to the extent of his respective pecuniary interest therein.

Industry Context

StockSavvy.ai notes that this transaction reflects a common strategy in private equity and venture capital, where funds seek to monetize their investments in portfolio companies, especially those with complex capital structures involving preferred stock and convertible debt. The sale to another asset manager, Madryn, suggests a secondary market transaction for these specific securities, potentially indicating a shift in investment focus or a strategic divestment by EW Healthcare Partners from Venus Concept. This type of transaction can occur when a fund reaches the end of its life cycle or when a portfolio company's performance necessitates a re-evaluation of the investment.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: A change in significant beneficial ownership could lead to new strategic directions or influence on corporate governance, depending on Madryn's intentions. The sale of preferred stock and convertible debt might reduce potential dilution from these instruments for common shareholders if Madryn's conversion strategy differs from EWHP's.
• Creditors: The sale of convertible notes to a new holder could impact future negotiations or restructuring, though the terms of the notes themselves are unchanged by the holder.

Next Steps

• Closing of the transaction between EW Selling Securityholders and Madryn Asset Management, LP.
• Madryn Asset Management, LP to make four cash installments of $650,000 each, 18, 24, 30, and 36 months after the closing date.
• Reporting Persons will continue to review the business of Venus Concept Inc. and may propose future actions.

Key Dates

Recommendation

The filing details a change in beneficial ownership and a sale of preferred stock and convertible debt by a major investor. While this provides an exit for EW Healthcare Partners, it does not offer new operational or financial insights into Venus Concept Inc. itself. The non-binding nature of the agreement and the extended payment schedule introduce some uncertainty. Investors should hold to observe the finalization of the transaction and any subsequent strategic moves by the new beneficial owner, Madryn Asset Management, and Venus Concept Inc.'s operational performance.

Keywords

Venus Concept Inc., EW Healthcare Partners, Madryn Asset Management, Schedule 13D/A, Preferred Stock Sale, Convertible Debt, Beneficial Ownership, SEC Filing, Healthcare Investment, Equity Sale