Venus Concept (VERO) SC 13D/A Venus Concept / EW Healthcare Partners ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Venus Concept, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

92332W 105

(CUSIP Number)

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)

February 3, 2022

(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 person’s 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).

CUSIP No. 92332W 105 SCHEDULE 13D Page 2 of 14 Pages

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   20,351,972(1)
	8	SHARED VOTING POWER   -0-
	9	SOLE DISPOSITIVE POWER   20,351,972(1)
	10	SHARED DISPOSITIVE POWER   -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   20,351,972(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   34.50%
14	TYPE OF REPORTING PERSON   PN

^{(1)  See Item 5 below.}

CUSIP No. 92332W 105 Page 3 of 14 Pages

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   817,485(1)
	8	SHARED VOTING POWER   -0-
	9	SOLE DISPOSITIVE POWER   817,485(1)
	10	SHARED DISPOSITIVE POWER   -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   817,485(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.38%
14	TYPE OF REPORTING PERSON   PN

^{(1)  See Item 5 below.}

CUSIP No. 92332W 105 Page 4 of 14 Pages

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   21,169,457(1)
	8	SHARED VOTING POWER   -0-
	9	SOLE DISPOSITIVE POWER   21,169,457(1)
	10	SHARED DISPOSITIVE POWER   -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   21,169,457(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   35.88%
14	TYPE OF REPORTING PERSON   PN

^{(1)  See Item 5 below.}

CUSIP No. 92332W 105 Page 5 of 14 Pages

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€   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   21,169,457(1)
		8	SHARED VOTING POWER   -0-
		9	SOLE DISPOSITIVE POWER   21,169,457(1)
		10	SHARED DISPOSITIVE POWER   -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   21,169,457(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   35.88%
14	TYPE OF REPORTING PERSON   CO

^{(1)  See Item 5 below.}

CUSIP No. 92332W 105 Page 6 of 14 Pages

1	NAME OF REPORTING PERSON   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Martin P. Sutter
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   United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   -0-
	8	SHARED VOTING POWER   21,169,457(1)
	9	SOLE DISPOSITIVE POWER   -0-
	10	SHARED DISPOSITIVE POWER   21,169,457(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   21,169,457(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   35.88%
14	TYPE OF REPORTING PERSON   IN

⁽¹⁾  See Item 5 below.

CUSIP No. 92332W 105 Page 7 of 14 Pages

1	NAME OF REPORTING PERSON   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   R. Scott Barry
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   United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   -0-
	8	SHARED VOTING POWER   21,169,457(1)
	9	SOLE DISPOSITIVE POWER   -0-
	10	SHARED DISPOSITIVE POWER   21,169,457(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   21,169,457(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   35.88%
14	TYPE OF REPORTING PERSON   IN

⁽¹⁾  See Item 5 below.

CUSIP No. 92332W 105 Page 8 of 14 Pages

1	NAME OF REPORTING PERSON   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Ronald Eastman
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   United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   -0-
	8	SHARED VOTING POWER   21,169,457(1)
	9	SOLE DISPOSITIVE POWER   -0-
	10	SHARED DISPOSITIVE POWER   21,169,457(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   21,169,457(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   35.88%
14	TYPE OF REPORTING PERSON   IN

⁽¹⁾  See Item 5 below.

CUSIP No. 92332W 105 Page 9 of 14 Pages

1	NAME OF REPORTING PERSON   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Petri Vainio
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   United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   -0-
	8	SHARED VOTING POWER   21,169,457(1)
	9	SOLE DISPOSITIVE POWER   -0-
	10	SHARED DISPOSITIVE POWER   21,169,457(1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   21,169,457(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   35.88%
14	TYPE OF REPORTING PERSON   IN

⁽¹⁾  See Item 5 below.

SCHEDULE 13D/A

Item 1. Security and Issuer. This Amendment No. 3 (“Amendment No. 3”) amends and restates the Statement on Schedule 13D/A filed on February 12, 2021 (as amended, the “Amended Schedule 13D”), and relates to the Reporting Persons’ beneficial ownership of shares of the common stock, par value $0.0001 per share (the “Common Stock”), of Venus Concept, Inc. (the “Issuer”). Only those items that are hereby reported are amended; all other items reported in the Amended Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 3 have the meanings ascribed to them in the Amended Schedule 13D. This Amendment No. 3 is being filed to reflect the purchase of additional shares of the Issuer that occurred on December 15, 2021 pursuant to that certain Securities Purchase Agreement between the Issuer and EW Healthcare Partners, L.P., EW Healthcare Partners-A, L.P., and other investors, a copy of which is filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on December 15, 2021:

(a) Name of Issuer: Venus Concept, Inc.

(b) Address of Issuer’s Principal Executive Office:

235 Yorkland Blvd, Suite 900

Toronto, ON M2J 4Y8

(c) Title and Class of Securities: Common Stock

(d) CUSIP Number: 92332W 105

Item 2. Identity and Background.

(a) Name of Persons Filing: This Amendment No. 3 to Schedule 13D is being filed jointly by EW Healthcare Partners, L.P., a Delaware limited partnership (“EWHP”), EW Healthcare Partners-A, L.P., a Delaware limited partnership (“EWHP-A”), Essex Woodlands Fund IX-GP, L.P., a Delaware limited partnership ( “Essex IX Fund GP”), Essex Woodlands IX, LLC, a Delaware limited liability company (“Essex IX General Partner”), Martin P. Sutter, an individual, R. Scott Barry, an individual, Ronald Eastman, an individual, and Petri Vainio, an individual (each a “Manager”, collectively, the “Managers”, and together with the EWHP, EWHP-A, Essex IX Fund GP and the Essex IX General Partner, the “Reporting Persons”)..

(b) Address of Principal Business Office: The address of the principal business of each of the Reporting Persons is 21 Waterway, Suite 225, The Woodlands, Texas 77380.

(c) The Principal business of EWHP and EWHP-A is growth capital investments. The principal business of Essex IX Fund GP is to act as the general partner of EWHP and EWHP-A. The principal business of Essex IX General Partner is to act as the general partner of Essex IX Fund GP. The principal business of the Managers is to direct the activities of Essex IX General Partner.

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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.

(f) Citizenship: (i) EWHP is a Delaware limited partnership; (ii) EWHP-A is a Delaware limited partnership; (iii) Essex IX Fund GP is a Delaware limited partnership; (iv) Essex IX General Partner is a Delaware limited liability company; and (v) Martin P. Sutter, R. Scott Barry, Ronald Eastman and Petri Vainio are all individuals who are citizens of the United States.

Item 3. Source or Amount of Funds or Other Consideration.

The funds used to purchase the Securities came from the operating capital of EWHP and EWHP-A.

Item 4. Purpose of Transaction.

The Reporting Persons acquired the Securities (as defined below) solely for the purpose of investment. The Reporting Persons may make additional purchases of the Company’s securities either in the open market or in private transactions depending on the Company’s business, prospects and financial condition, the market for the Company’s securities, general economic conditions, money and stock market conditions and other future developments.

Except as described in this Amendment No. 3 to Schedule 13D, none of the Reporting Persons has any present plan or proposal which relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. However, the Reporting Persons will continue to review the business of the Issuer and, depending upon one or more of the factors referred to above, may in the future propose that the Issuer take one or more such actions.

Item 5. Interest in Securities of the Issuer

TOTAL OUTSTANDING SHARES. According to Issuer’s Quarterly Report for the Quarter ended September 30, 2021, filed on December 15, 2021, the number of shares of the Company’s Common Stock outstanding on November 9, 2021 was 54,162,629 shares. Due to the Private Placement, an additional 9,808,418 shares of the Issuer’s common stock and 3,790,755 shares of nonvoting convertible preferred stock (convertible on a one for one basis by the holders under certain circumstances) were issued, thereby resulting in a total of 67,761,802 shares outstanding, assuming conversion of all shares of nonvoting convertible preferred stock to shares of common stock.

EWHP INVESTORS. As of the date of filing of this Amendment No. 3 to Schedule 13D, EWHP and EWHP-A are the beneficial owners of 21,169,457 shares of the Company’s common stock (the “Securities”), which represents approximately 35.88% of the Common Stock outstanding (assuming conversion of the shares of nonvoting convertible preferred stock issued in the Private Placement) based upon the Form S-3 Registration Statement filing made by the Issuer on January 14, 2022. The shares of common stock beneficially owned include (i) 15,705,966 shares of common stock held by EWHP, (ii) 631,890 shares of common stock held by EWHP-A, (iii) 185,595 shares of common stock issuable upon the exercise of warrants held by EWHP-A which were exercisable beginning on May 7, 2020, (iv) 4,613,079 shares issuable upon the exercise of warrants held by EWHP which were exercisable beginning September 16, 2020 and (v) 32,927 stock options issued to R. Scott Barry and held by EWHP that will be exercisable within 60 days of the date of this Third Amendment to Schedule 13D.

Essex Fund IX GP, the general partner of EWHP and EWHP-A, may also be deemed to have sole voting and investment power with respect to such shares of common stock. Essex Fund IX GP disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest therein. Essex IX General Partner, the General Partner of Essex Fund IX GP, may also be deemed to have sole voting and investment power with respect to such shares of common stock. Essex IX General Partner disclaims beneficial ownership of such shares of common stock except to the extent of its pecuniary interest

therein. Martin P. Sutter, Scott Barry, Ronald W. Eastman, and Petri Vainio are each a manager and collectively the managers of Essex IX General Partner. Each of the managers may be deemed to exercise shared voting and investment power with respect to such shares. Each manager disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein. Scott Barry is a member of the Company’s Board of Directors.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer.

Stock Purchase Agreement

On December 15, 2021, EWHP and EWHP-A entered into a stock purchase agreement, or the “Stock Purchase Agreement,” with the Issuer and other investors, pursuant to which EWHP and EWHP-A purchased an aggregate of 3,920,000 shares of our common stock at $1.25 per share (the “Private Placement”). The Stock Purchase Agreement includes representations, warranties, and covenants customary for a transaction of this type. In addition, the Issuer agreed to indemnify EWHP and EWHP-A from liabilities relating to a breach of any of the representations, warranties and covenants in the Stock Purchase Agreement. The Private Placement was completed under an exemption from registration under Section 4(a)(2) of the Securities Act and by Rule 506 of Registration D, promulgated by the SEC, and on similar exemptions under applicable state laws.

Registration Rights Agreement

On December 15, 2021, pursuant to the Stock Purchase Agreement, EWHP and EWHP-A entered into a registration rights agreement, or the “Registration Rights Agreement,” with the Issuer, pursuant to which the Issuer was required, among other things, to file with the SEC, within 30 days of the closing of the Private Placement, a shelf registration statement with respect to the shares of common stock issued in the Private Placement. The Issuer has filed the registration statement as of the date of the filing of this Third Amendment. The Registration Rights Agreement contains customary terms and conditions for a transaction of this type.

To the best knowledge of the Reporting Persons, except as described hereinabove, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be filed as Exhibits

Exhibit 1: Joint Filing Agreement, dated February 3, 2022.

Exhibit 2: Securities Purchase Agreement dated December 15, 2021 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed December 15, 2021).

Exhibit 3: Registration Rights Agreement dated December 15, 2021 (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed December 15, 2021).

Signatures

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: February 3, 2022

EW HEALTHCARE PARTNERS, L.P.		INDIVIDUALS:
By:	Essex Woodlands Fund IX-GP, L.P.,
	Its General Partner
		/s/ Martin P. Sutter
By:	Essex Woodlands IX, LLC,	Name:	Martin P. Sutter
	Its General Partner
By:	/s/ R. Scott Barry	/s/ R. Scott Barry
	Name: R. Scott Barry	Name:	R. Scott Barry
	Title: Manager
EW HEALTHCARE PARTNERS-A, L.P.		/s/ Ronald W. Eastman
		Name:	Ronald W. Eastman
By:	Essex Woodlands Fund IX-GP, L.P.,
	Its General Partner
By:	Essex Woodlands IX, LLC,	/s/ Petri Vainio
	Its General Partner	Name:	Petri Vainio
By:	/s/ R. Scott Barry
	Name: R. Scott Barry
	Title: Manager
ESSEX WOODLANDS FUND IX-GP, L.P.
By:	Essex Woodlands IX, LLC,
	Its General Partner
By:	/s/ R. Scott Barry
	Name: R. Scott Barry
	Title: Manager
ESSEX WOODLANDS IX, LLC
/s/ R. Scott Barry
Name: Title:	R. Scott Barry Manager