Sec Form 13D Filing - MASTERS CAPITAL MANAGEMENT LLC filing for Venus Concept Inc. (VERO) - 2024-06-11

Masters Capital Management, LLC

3060 Peachtree Road, NW, Suite 1425

Atlanta, Georgia 30305

Telephone- (404) 364-2021

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

IA, OO 

383,345

1,050,047

330,684

262,680

383,345

Identity and Background.

Item 2 is hereby amended and supplemented as follows:

This Schedule 13D is being filed jointly by (i) Masters Special Situations, LLC, a Georgia limited liability company (“MSS”), (ii) Masters Capital Management, LLC, a Georgia limited liability company (“MCM”), (iii) Michael Masters, a United States citizen, (iv) Marlin Fund, Limited Partnership, a Georgia limited partnership (“MFLP”), (iv) Marlin Fund II, Limited Partnership, a Georgia limited partnership (“MFIILP”), and (v) MSS VC SPV LP, a Delaware limited partnership (“MSSVC”) (collectively, the “Reporting Persons”).

The principal business address of the Reporting Persons is 3060 Peachtree Road, NW, Suite 1425, Atlanta, Georgia 30305.

Michael Masters is the controlling founder of each of MSS and MCM, each an investment management firm that serves as the investment manager to certain private funds, including MFLP, MFIILP, Marlin Fund III Limited Partnership (“MFIIILP”), Marlin Master Fund Offshore II, LP (“MMFO”) and MSSVC.

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

The funds for the purchase of the Common Stock beneficially owned by the Reporting Persons came from the working capital of the private funds managed by each of MSS and MCM (including MFLP, MFIILP and MSSVC).

No borrowed funds were used to purchase the shares of Common Stock, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

Item 4 is hereby supplemented by adding thereto the following:

On June 11, 2024, the Reporting Persons sold 102,717 shares of Common Stock on the open market at a price of $1.1958 per share, excluding commissions.

On June 10, 2024, the Reporting Persons converted 1,350,000 shares of Voting Convertible Preferred Stock into 900,047 shares of Common Stock.

On June 7, 2024, the Reporting Persons sold 333,336 shares of Common Stock on the open market at a price of $1.2034 per share, and 53,895 shares of Common Stock on the open market at a price of $1.2228 per share, excluding commissions.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own.

As of the date of this Amendment No. 3 to Schedule 13D, (i) Michael Masters may be deemed to be the beneficial owner of 1,050,047 shares of Common Stock or 14.5% of the shares of Common Stock of the Issuer, (ii) MSS may be deemed to be the beneficial owner of 383,345 shares of Common Stock or 5.3% of the shares of Common Stock of the Issuer, (iii) MCM may be deemed to be the beneficial owner of 666,702 shares of Common Stock or 9.2% of the shares of Common Stock of the Issuer, (iv) MFLP may be deemed to be the beneficial owner of 330,684 shares of Common Stock or 4.6% of the shares of Common Stock of the Issuer, (v) MFIILP may be deemed to be the beneficial owner of 262,680 shares of Common Stock or 3.6% of the shares of Common Stock of the Issuer, and (vi) MSSVC may be deemed to be the beneficial owner of 383,345 shares of Common Stock or 5.3% of the shares of Common Stock of the Issuer, in each case based upon the 7,255,277 shares of Common Stock outstanding as of June 11, 2024, following the conversion of the Voting Convertible Preferred Stock of the Reporting Persons according to the Issuer.

Michael Masters has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 1,050,047 shares of Common Stock.

MSS has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 383,345 shares of Common Stock.

MCM has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 666,702 shares of Common Stock.

MFLP has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 330,684 shares of Common Stock.

MFIILP has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 262,680 shares of Common Stock.

MSSVC has the sole power to vote or direct the vote of 0 shares of Common Stock and the shared power to vote or direct the vote of 383,345 shares of Common Stock.

Michael Masters has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 1,050,047 shares of Common Stock.

MSS has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 383,345 shares of Common Stock.

MCM has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 666,702 shares of Common Stock.

MFLP has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 330,684 shares of Common Stock.

MFIILP has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to vote or direct the vote of 262,680 shares of Common Stock.

MSSVC has the sole power to dispose or direct the disposition of 0 shares of Common Stock and the shared power to dispose or direct the disposition of 383,345 shares of Common Stock.

As of June 7, 2024, MFLP and MFIILP have each ceased to be the beneficial owner of more than 5% of the Common Stock of the Issuer.

Transactions in the securities of the Issuer during the last sixty days are described in Item 4 and set forth in Exhibit B.

The aforementioned shares of Common Stock were acquired for investment purposes. The Reporting Persons may acquire additional securities of the Issuer, dispose of all or some of these securities from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Common Stock.

The Reporting Persons specifically disclaim beneficial ownership in the shares of Common Stock reported herein except to the extent of their pecuniary interest therein.

1,350,000;

900,047