0000950170-23-052401.txt : 20231006
0000950170-23-052401.hdr.sgml : 20231006
20231006161508
ACCESSION NUMBER: 0000950170-23-052401
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231004
FILED AS OF DATE: 20231006
DATE AS OF CHANGE: 20231006
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Madryn Asset Management, LP
CENTRAL INDEX KEY: 0001787423
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 231314384
BUSINESS ADDRESS:
STREET 1: 330 MADISON AVENUE
STREET 2: 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 6465605493
MAIL ADDRESS:
STREET 1: 330 MADISON AVENUE
STREET 2: 33RD FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Madryn Health Partners, LP
CENTRAL INDEX KEY: 0001650490
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 231314383
BUSINESS ADDRESS:
STREET 1: C/O MADRYN ASSET MANAGEMENT, LP
STREET 2: 140 E 45TH STREET, 15TH FLOOR, SUITE B
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-474-8800
MAIL ADDRESS:
STREET 1: C/O MADRYN ASSET MANAGEMENT, LP
STREET 2: 140 E 45TH STREET, 15TH FLOOR, SUITE B
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER NAME:
FORMER CONFORMED NAME: Visium Healthcare Partners, LP
DATE OF NAME CHANGE: 20150810
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Madryn Health Partners (Cayman Master), LP
CENTRAL INDEX KEY: 0001836788
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 231314382
BUSINESS ADDRESS:
STREET 1: 140 E 45TH STREET
STREET 2: 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 6465605493
MAIL ADDRESS:
STREET 1: 140 E 45TH STREET
STREET 2: 15TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Madryn Health Advisors, LP
CENTRAL INDEX KEY: 0001836559
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38238
FILM NUMBER: 231314381
BUSINESS ADDRESS:
STREET 1: 140 E 45TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 6465605493
MAIL ADDRESS:
STREET 1: 140 E 45TH STREET
CITY: NEW YORK
STATE: NY
ZIP: 10017
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Venus Concept Inc.
CENTRAL INDEX KEY: 0001409269
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 061681204
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 235 YORKLAND BLVD.
STREET 2: SUITE 900
CITY: TORONTO
STATE: A6
ZIP: M2J 4Y8
BUSINESS PHONE: 877-848-8430 X117
MAIL ADDRESS:
STREET 1: 235 YORKLAND BLVD.
STREET 2: SUITE 900
CITY: TORONTO
STATE: A6
ZIP: M2J 4Y8
FORMER COMPANY:
FORMER CONFORMED NAME: Restoration Robotics, Inc.
DATE OF NAME CHANGE: 20171121
FORMER COMPANY:
FORMER CONFORMED NAME: Restoration Robotics Inc
DATE OF NAME CHANGE: 20070808
4
1
ownership.xml
4
X0508
4
2023-10-04
0001409269
Venus Concept Inc.
VERO
0001787423
Madryn Asset Management, LP
330 MADISON AVENUE - FLOOR 33
NEW YORK
NY
10017
false
false
true
false
0001650490
Madryn Health Partners, LP
330 MADISON AVENUE - FLOOR 33
NEW YORK
NY
10017
false
false
true
false
0001836788
Madryn Health Partners (Cayman Master), LP
330 MADISON AVENUE - FLOOR 33
NEW YORK
NY
10017
false
false
true
false
0001836559
Madryn Health Advisors, LP
330 MADISON AVENUE - FLOOR 33
NEW YORK
NY
10017
false
false
true
false
false
Secured Subordinated Convertible Notes
24.00
2023-10-04
4
P
false
22791748.32
A
2023-10-04
2025-12-09
Common Stock
949657
22791748.32
I
See footnotes
Secured Subordinated Convertible Notes
48.75
2023-10-04
4
D
false
26695110.58
D
2020-12-09
2025-12-09
Common Stock
547593
0.00
I
See footnotes
Series X Convertible Preferred Stock
2023-10-04
4
P
false
248755
A
2023-10-04
Common Stock
2487550
248755
I
See footnotes
The New Notes (as defined below) are convertible at any time into shares of Common Stock at a conversion rate of 41.6666667 shares of Common Stock for each $1,000 principal amount of New Notes.
The reported transactions involved an exchange of existing secured subordinated convertible notes in the aggregate principal amount of $26,695,110.58 (the "Existing Notes") for (i) new secured subordinated convertible notes in the aggregate principal amount of $22,791,748.32 (the "New Notes") and (ii) 248,755 shares of Series X Convertible Preferred Stock.
Represents securities held directly by Madryn Health Partners, LP ("Health Partners LP") and Madryn Health Partners (Cayman Master), LP ("Cayman Master LP" and together with Health Partners LP, the "Funds"). Madryn Asset Management, LP, as investment advisor for each of the Funds, and Madryn Health Advisors, LP, as general partner of each of the Funds, may be deemed to be beneficial owners of the shares held directly by the Funds.
Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
The Existing Notes were convertible at a rate of 20.5128205 shares of Common Stock for each $1,000 principal amount of Existing Notes, after giving effect to a reverse stock split implemented by the Company on May 11, 2023 based on a one-for-fifteen consolidation ratio.
Each share of Series X Convertible Preferred Stock is convertible into ten shares of Common Stock at any time at the option of the holder.
The Series X Convertible Preferred Stock is perpetual and therefore has no expiration date.
/s/ Madryn Asset Management, LP, by John Ricciardi, Authorized Signatory
2023-10-06
/s/ Madryn Health Partners, LP, by John Ricciardi, Authorized Signatory
2023-10-06
/s/ Madryn Health Partners (Cayman Master), LP, by John Ricciardi, Authorized Signatory
2023-10-06
/s/ Madryn Health Advisors, LP, by John Ricciardi, Authorized Signatory
2023-10-06