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SCHEDULE 13D/A 0001612343 XXXXXXXX LIVE 15 Common Stock 06/09/2025 false 0001409269 92332W303 Venus Concept, Inc. 235 Yorkland Blvd., Suite 900 Toronto Z4 M2J 4Y8 R. Scott Barry (281) 364-1555 21 Waterway Avenue, Suite 150 The Woodlands TX 77380 0001612343 N EW Healthcare Partners, L.P. b WC N DE 433276.00 0 466903.00 0 466903.00 N 20.9 PN Row 7, 9 and 11. See Item 5 below. 0001736240 N EW Healthcare Partners-A, L.P. b WC N DE 17432.00 0 18786.00 0 18786.00 N 1.0 PN Row 7, 9 and 11. See Item 5 below. 0001652285 N Essex Woodlands Fund IX-GP, L.P. b OO N DE 450708.00 0 485689.00 0 485689.00 N 21.6 PN Row 7, 9 and 11. See Item 5 below. 0001652286 N Essex Woodlands IX, LLC b OO N DE 450708.00 0 485689.00 0 485689.00 N 21.6 CO Row 7, 9 and 11. See Item 5 below. Common Stock Venus Concept, Inc. 235 Yorkland Blvd., Suite 900 Toronto Z4 M2J 4Y8 This Amendment No. 15 ("Amendment No. 15") amends Amendment No. 14 to Schedule 13D filed on April 14, 2025 (as amended, the "Amended Schedule 13D"), and relates to the Reporting Persons' (as defined below) 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. 15 have the meanings ascribed to them in the Amended Schedule 13D. This Amendment No. 15 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"), and Essex Woodlands IX, LLC, a Delaware limited liability company ("Essex IX General Partner" and, collectively with EWHP, EWHP-A and Essex IX Fund GP, the "Reporting Persons"). The managers of the Reporting Persons are Martin P. Sutter, R. Scott Barry, Ronald Eastman, Petri Vainio and Steve Wiggins (collectively, the "Managers"). The Managers may exercise voting and investment control over the shares of Common Stock only by majority action of the Managers. Each individual Manager disclaims beneficial ownership over the shares of Common Stock except to the extent of his respective pecuniary interest therein. The address of the principal business of each of the Reporting Persons is 21 Waterway Avenue, Suite 150, The Woodlands, Texas 77380. 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. None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 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. EWHP is a Delaware limited partnership; EWHP-A is a Delaware limited partnership; Essex IX Fund GP is a Delaware limited partnership; and Essex IX General Partner is a Delaware limited liability company. Item 3 reported in the Amended Schedule 13D remains unchanged. This Amendment No. 15 is being filed to report that the beneficial ownership of Common Stock by the Reporting Persons has decreased by more than 1% as a result of an increase in the number of Common Stock outstanding. Except as described in this Amendment No. 15, 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. Due to the Issuer's registered offering, as described in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission (the "SEC") on June 9, 2025 (the "Offering"), the number of shares of the Issuer's Common Stock outstanding on June 9, 2025 was 1,859,123 shares. As of the date of filing of this Amendment No. 15, the Reporting Persons are the beneficial owners of (i) 99,021 shares of the Issuer's Common Stock (95,190 shares held by EWHP and 3,831 shares held by EWHP-A), (ii) 90,913 shares of the Issuer's Common Stock (87,397 shares held by EWHP and 3,516 shares held by EWHP-A), issuable upon conversion of 1,500,000 shares of Voting Convertible Preferred Stock, par value $0.0001 per share, of the Issuer (1,441,983 shares held by EWHP and 58,017 shares held by EWHP-A), acquired in November 2022 (the "Junior Preferred Stock"), (iii) 99,127 shares of the Issuer's Common Stock (95,292 shares held by EWHP and 3,835 shares held by EWHP-A), issuable upon conversion of the Senior Convertible Preferred Stock, par value $0.0001 per share, of the Issuer ("Senior Preferred Stock"), which are convertible within 60 days of the date hereof (for the avoidance of doubt, these shares are subject to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market as noted below), (iv) 949 shares of the Issuer's Common Stock issuable upon the exercise of Warrants held by EWHP-A, which were exercisable beginning on May 7, 2020, (v) 23,596 shares of the Issuer's Common Stock issuable upon the exercise of Warrants held by EWHP, which were exercisable beginning September 16, 2020, (vi) stock options issued to R. Scott Barry as a director of the Issuer for the benefit of the Reporting Persons to purchase 749 shares of the Issuer's Common Stock (720 shares held for the benefit of EWHP and 29 shares held for the benefit of EWHP-A), which will be exercisable within 60 days of the date hereof, and (vii) 171,334 shares of Common Stock issuable upon conversion of secured subordinated convertible notes ("Notes") (164,708 shares held by EWHP and 6,626 shares held by EWHP-A), which are convertible within 60 days of the date hereof, and which amount is inclusive of 25,995 shares of Common Stock issuable to pay accrued interest on the Notes (calculated through March 31, 2025) and payable as of the date of filing of this Amendment No. 15 (24,990 shares held by EWHP and 1,005 shares held by EWHP-A). The shares of the Issuer's Common Stock shown to be beneficially owned before the date of this filing exclude (a) 271,954 shares of the Issuer's Common Stock issuable upon conversion of 1,121,789 shares of Senior Preferred Stock held by EWHP and (b) 10,941 shares of the Issuer's Common Stock issuable upon conversion of 45,127 shares of Senior Preferred Stock held by EWHP-A, as such conversions cannot occur within 60 days after the date hereof due to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market. Regarding aggregate beneficial ownership, see Row 11 of the cover page of each Reporting Person. The number of shares listed in Row 9, Row 10 and Row 11 for each Reporting Person includes the shares of Common Stock held by the Reporting Person, shares of Common Stock issuable upon conversion of shares of Junior Preferred Stock held by the Reporting Person, shares of Common Stock issuable upon conversion of shares of Senior Preferred Stock held by the Reporting Person within 60 days of the date hereof (subject to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market), shares of Common Stock issuable upon the exercise of the Warrants held by the Reporting Person, shares of Common Stock issuable upon exercise of the stock options held by the Reporting Person, and shares of Common Stock issuable upon the conversion of the Convertible Notes held by the Reporting Person. Regarding percentage beneficial ownership, see Row 13 of the cover page of each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated including 1,859,123 shares of the Issuer's Common Stock outstanding as of June 9, 2025, plus 90,913 additional shares of the Issuer's Common Stock, which are issuable upon conversion of the Junior Preferred Stock held by the Reporting Persons (87,397 shares held by EWHP and 3,516 shares held by EWHP-A), plus 99,127 additional shares of the Issuer's Common Stock (95,292 shares held by EWHP and 3,835 shares held by EWHP-A), which are issuable upon conversion of the Senior Preferred Stock held by the Reporting Persons within 60 days of the date hereof (for the avoidance of doubt, these shares are subject to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market described in above), plus 24,545 additional shares of the Issuer's Common Stock which are issuable upon exercise of the Warrants held by the Reporting Persons (23,596 shares held by EWHP and 949 shares held by EWHP-A), plus 749 additional shares of the Issuer's Common Stock which are issuable upon exercise of the options issued to R. Scott Barry as a director of the Issuer for benefit of the Reporting Persons (720 shares held for the benefit of EWHP and 29 shares held for the benefit of EWHP-A) and exercisable within the next 60 days of the date hereof, plus 171,334 shares of Common Stock issuable upon conversion of the Notes (164,708 shares held by EWHP and 6,626 shares held by EWHP-A), which are convertible within 60 days of the date hereof, and which amount is inclusive of 25,995 shares of Common Stock issuable to pay accrued interest on the Notes (calculated through March 31, 2025) and payable as of the date of filing of this Amendment No. 15 (24,990 shares held by EWHP and 1,005 shares held by EWHP-A). All amounts are treated as converted into Common Stock only for the purpose of computing the percentage ownership of each Reporting Person. Refer to Item 5.(a) above None Not applicable Not applicable Item reported in the Amended Schedule 13D remains 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. 15 have the meanings ascribed to them in the Amended Schedule 13D. Exhibit 1: Joint Filing Agreement, dated June 11, 2025 EW Healthcare Partners, L.P. /s/ R. Scott Barry Essex Woodlands Fund IX-GP, L.P., Its General Partner, Essex Woodlands IX, LLC, Its General Partner, R. Scott Barry, Manager 06/11/2025 EW Healthcare Partners-A, L.P. /s/ R. Scott Barry Essex Woodlands Fund IX-GP, L.P., Its General Partner, Essex Woodlands IX, LLC, Its General Partner, R. Scott Barry, Manager 06/11/2025 Essex Woodlands Fund IX-GP, L.P. /s/ R. Scott Barry Essex Woodlands IX, LLC, Its General Partner, R. Scott Barry, Manager 06/11/2025 Essex Woodlands IX, LLC /s/ R. Scott Barry R. Scott Barry, Manager 06/11/2025