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Everi Holdings Inc. (EVRI) 鈥� Insider Form 4 Overview

The filing discloses that Director Linster W. Fox disposed of all outstanding equity awards on 1 July 2025, the effective date on which Everi Holdings became a wholly owned subsidiary of Voyager Parent, LLC under the previously announced merger with International Game Technology PLC (IGT). At the closing, every option and restricted stock unit (RSU) was cancelled and converted to a cash right pegged to a $14.25 per-share consideration, in line with the Merger Agreement dated 26 July 2024.

Key data from Table II:

• Options cancelled: 70,000 shares equivalent (exercise prices $1.57鈥�$3.29)
• RSUs cancelled: 106,764 units
• Post-transaction beneficial ownership: 0 derivative or non-derivative securities

The disclosure confirms completion of the transaction and provides investors clarity on treatment of employee equity. No market-based EVRI shares remain in the insider鈥檚 account, reflecting the company鈥檚 transition to private ownership within the buyer group.

Venus Concept Inc. (NASDAQ: VERO) has completed a series of related financing amendments designed to ease near-term liquidity pressure and realign its capital structure.

On 30 June 2025 the Company executed an Exchange Agreement with its senior lender Madryn Health Partners. Two existing secured subordinated convertible notes with aggregate principal of $17.0 million were exchanged for (i) new promissory notes totalling $11.1 million and (ii) 325,651 shares of newly issued Series Y Convertible Preferred Stock priced at $19.96 per share. Each preferred share converts into 9.0909 common shares, implying potential issuance of roughly 3.0 million additional common shares once conversion limits are lifted.

The transaction immediately reduces debt principal by about $5.9 million, shifts a portion of lender exposure into equity and carries no registration requirement under Section 3(a)(9). A Third Amended & Restated Registration Rights Agreement obligates the Company to file a shelf registration for the conversion shares within 60 days after all preferred shares convert.

Concurrently, the Company and Madryn executed several consent and amendment agreements: (1) waiver of minimum liquidity covenants on both the Main Street Priority Loan and the new notes through 31 July 2025, (2) permission to apply the 8 July 2025 interest payment to principal, and (3) a sixteenth amendment to the Bridge Loan extending maturity by one month to 31 July 2025.

To support the larger preferred issuance, Venus filed a Certificate of Amendment increasing authorized Series Y shares from 1.2 million to 1.5 million. A shareholder vote will be sought to remove Nasdaq-related conversion limits.

Overall, the package provides short-term covenant relief and modest debt reduction but adds potential equity dilution and highlights ongoing liquidity constraints, with several key maturities now deferred only to late July 2025.

Schedule 13D/A (Amendment No. 8) 鈥� Venus Concept Inc. (NASDAQ: VERO)

The filing updates the ownership disclosure of several Madryn-affiliated investment vehicles following shareholder approval on 25 June 2025 that lifts Nasdaq convertibility limits on the Company鈥檚 Series X & Y Preferred Stock and 2025 Convertible Notes. The approval now permits those securities to be converted into common stock, potentially increasing the Company鈥檚 outstanding share count.

Report颅ing Persons & Ownership

• Madryn Asset Management, LP (investment adviser) 鈥� 10,891,951 shares held jointly; 85.5 % of outstanding common stock; shared voting & dispositive power.
• Madryn Health Partners, LP 鈥� 4,029,512 shares; 31.6 % of class.
• Madryn Health Partners (Cayman Master), LP 鈥� 6,862,439 shares; 53.9 % of class.
• Madryn Health Advisors, LP (general partner) 鈥� mirrors total 10,891,951-share position.

No individual reporting person has sole voting or dispositive power; all authority is shared among the Madryn entities. The filing confirms that none of the Reporting Persons or their principals have faced criminal or civil securities violations in the past five years.

Key Context

• The Madryn entities first financed Venus Concept through a 2016 credit agreement and subsequently received equity and equity-linked instruments that converted at the time of the 2019 Restoration Robotics merger.
• The present amendment does not record additional share purchases or sales but refreshes disclosure to reflect the newly permitted convertibility of existing preferred stock and notes.
• The Madryn group鈥檚 aggregate stake establishes effective control of Venus Concept, substantially reducing the public float and limiting minority influence.

Investors should monitor forthcoming conversions, as issuance of common shares underlying the Series X, Series Y and 2025 Notes could materially alter the Company鈥檚 capital structure and public float.

Venus Concept (Nasdaq: VERO) filed an 8-K detailing the June 25, 2025 Annual & Special Meeting results.

Key outcomes:

• Shareholders authorized the issuance of up to 11.3 million common shares upon conversion of existing Series Y, Series X, Senior Convertible Preferred Stock and 2025 secured notes.
• All three Class II directors鈥擫ouise Lacchin, Anthony Natale M.D. and Stanley Tyler Hollmig M.D.鈥攚ere re-elected.
• MNP LLP was ratified as independent auditor for FY 2025.

The approvals eliminate contractual share-cap restrictions, enabling conversions that could materially expand the public float while extinguishing preferred obligations and related cash interest. No other material items were reported.

Venus Concept Inc. (Nasdaq: VERO) filed a Form S-1 with the SEC on June 20, 2025 to register the resale of up to 899,870 common shares issuable upon exercise of outstanding warrants. The filing is solely for existing holders; the company itself is not selling shares and will receive no proceeds from any subsequent sales.

The warrants were issued in a previously completed registered direct offering and consist of:

• 869,440 warrants held by participating institutional investors, and
• 30,430 warrants granted to the placement agent as compensation.

Shares may be sold by the holders through ordinary brokerage transactions or other permitted methods at market, fixed, or negotiated prices. All brokerage costs will be borne by the selling stockholders, while Venus Concept will cover registration expenses.

Key filing details:

• Filing type: Form S-1 (resale registration).
• Share listing: Nasdaq Capital Market, ticker VERO.
• Last reported share price (16 Jun 2025): $2.48.
• The company is classified as a non-accelerated filer and smaller reporting company.

The prospectus warns prospective investors to review the incorporated risk factors and emphasizes that market and industry data are based on third-party sources. Because the registration enables nearly 0.9 million additional shares to become freely tradable without raising capital for Venus Concept, investors should consider potential dilution and market-supply pressure once the warrants are exercised.