EVRI Director Cashes Out at $14.25 as Everi Buyout Closes

Q: At what price were Everi Holdings options cashed out?

Each option was settled for cash based on a $14.25 per-share reference price minus the option鈥檚 exercise price.

Q: How many stock options did Director Fox dispose of?

A total of 70,000 option shares (exercise prices ranging from $1.57 to $3.29) were cancelled for cash.

Q: What happened to the restricted stock units (RSUs)?

All 106,764 RSUs were cancelled and converted into cash payments equal to $14.25 multiplied by the units, subject to original vesting schedules.

Q: Does the filing show any remaining EVRI ownership for the director?

No. Post-transaction, the director reports zero derivative or non-derivative securities.

[Form 4] Venus Concept Inc. Insider Trading Activity

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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.

Insights

TL;DR Acquisition closed; director鈥檚 awards cashed out at $14.25, eliminating insider equity and confirming deal finality.

The Form 4 is administratively significant because it marks the legal completion of Everi鈥檚 sale. Cash settlement at $14.25 validates the consideration previously communicated to public shareholders and aligns with standard option-cancellation mechanics (cash for intrinsic value). From a valuation standpoint, the conversion removes overhang from unexercised options and indicates that all public equity has been redeemed. While immaterial for ongoing earnings (the firm is now private), the filing is confirmation that investors who held through the record date will have been paid out, and that remaining public trading in EVRI shares will cease. Overall impact: moderately positive as it eliminates execution risk around closing.

TL;DR Filing evidences consummation of IGT-Everi merger; equity awards converted to cash under agreed terms鈥攖ransaction logistics complete.

The detailed footnotes substantiate that all contingent equity instruments (options, RSUs) were handled exactly per the Merger Agreement: intrinsic cash payout, same vesting schedules, no accelerated cliff. Such alignment reduces litigation exposure and ensures retention incentives migrate to the new private entity. Crucially, the report date (1 Jul 2025) signals the closing timeline matched projections, which is constructive for transaction credibility. The director鈥檚 beneficial ownership dropping to zero is normal in LBO-style acquisitions and has no adverse governance implication post-close. Investors following the spread now have documentary evidence to settle their positions.

07/02/2025 - 07:27 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Madryn Asset Management, LP

(Last)

(First)

(Middle)

330 MADISON AVENUE - FLOOR 33

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Venus Concept Inc. [ VERO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Secured Subordinated Convertible Notes	$264⁽¹⁾	06/30/2025		P		$11,096,478.8		06/30/2025	12/09/2026	Common Stock	42,032⁽¹⁾	⁽²⁾	$11,096,478.83	I	See footnotes⁽³⁾⁽⁴⁾
Secured Subordinated Convertible Notes	$264	06/30/2025		D			$17,015,808.3	03/31/2025	12/09/2026	Common Stock	64,454	⁽²⁾	0	I	See footnotes⁽³⁾⁽⁴⁾
Series Y Convertible Preferred Stock	⁽⁵⁾	06/30/2025		P		325,651		06/30/2025	⁽⁶⁾	Common Stock	2,960,461⁽⁵⁾	⁽²⁾	1,485,531⁽⁵⁾	I	See footnotes⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Madryn Asset Management, LP

(Last)

(First)

(Middle)

330 MADISON AVENUE - FLOOR 33

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Madryn Health Partners, LP

(Last)

(First)

(Middle)

330 MADISON AVENUE - FLOOR 33

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Madryn Health Partners (Cayman Master), LP

(Last)

(First)

(Middle)

330 MADISON AVENUE - FLOOR 33

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Madryn Health Advisors, LP

(Last)

(First)

(Middle)

330 MADISON AVENUE - FLOOR 33

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The New Notes (as defined below) are convertible into shares of Common Stock at a conversion rate of 3.7878788 shares of Common Stock for each $1,000 principal amount of New Notes.

2. The reported transactions involved an exchange of existing secured subordinated convertible notes in the aggregate principal amount of $17,015,808.30 (the "Existing Notes") for (i) new secured subordinated convertible notes in the aggregate principal amount of $11,096,478.80 (the "New Notes") and (ii) 325,651 shares of Series Y Convertible Preferred Stock (the "Series Y Preferred Stock").

3. 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.

4. 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.

5. Each share of Series Y Preferred Stock is convertible into 9.0909 shares of Common Stock at the option of the holder or automatically upon certain conditions, including the completion by the Company of a $30.0 million common equity raise.

6. The Series Y Preferred Stock is perpetual and therefore has no expiration date.

	/s/ Madryn Asset Management, LP, by John Ricciardi, Authorized Signatory	07/02/2025
	/s/ Madryn Health Partners, LP, by John Ricciardi, Authorized Signatory	07/02/2025
	/s/ Madryn Health Partners (Cayman Master), LP, by John Ricciardi, Authorized Signatory	07/02/2025
	/s/ Madryn Health Advisors, LP, by John Ricciardi, Authorized Signatory	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source:

FAQ

What event does the July 2025 EVRI Form 4 report?

It documents the cancellation and cash settlement of all Linster W. Fox equity awards upon Everi鈥檚 acquisition by Voyager Parent on 1 July 2025.

At what price were Everi Holdings options cashed out?

Each option was settled for cash based on a $14.25 per-share reference price minus the option鈥檚 exercise price.

How many stock options did Director Fox dispose of?

A total of 70,000 option shares (exercise prices ranging from $1.57 to $3.29) were cancelled for cash.

What happened to the restricted stock units (RSUs)?

All 106,764 RSUs were cancelled and converted into cash payments equal to $14.25 multiplied by the units, subject to original vesting schedules.

Does the filing show any remaining EVRI ownership for the director?

No. Post-transaction, the director reports zero derivative or non-derivative securities.

AG真人官方

[Form 4] Venus Concept Inc. Insider Trading Activity

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FAQ

What event does the July 2025 EVRI Form 4 report?

At what price were Everi Holdings options cashed out?

How many stock options did Director Fox dispose of?

What happened to the restricted stock units (RSUs)?

Does the filing show any remaining EVRI ownership for the director?

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[Form 4] Venus Concept Inc. Insider Trading Activity

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FAQ

What event does the July 2025 EVRI Form 4 report?

At what price were Everi Holdings options cashed out?

How many stock options did Director Fox dispose of?

What happened to the restricted stock units (RSUs)?

Does the filing show any remaining EVRI ownership for the director?

NASDAQ:VERO

VERO Rankings

VERO Latest News

VERO Latest SEC Filings

VERO Stock Data