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