Filing Details

Accession Number:
0001104659-25-014367
Form Type:
13D Filing
Publication Date:
2025-02-13 19:00:00
Filed By:
HealthQuest Partners II, L.P.
Company:
Venus Concept Inc.
Filing Date:
2025-02-14
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
HealthQuest Partners II, L.P. 7,538,622 0 7,538,622 0 7,538,622 9.8%
HealthQuest Venture Management II, L.L.C. 7,538,622 0 7,538,622 0 7,538,622 9.8%
Garheng Kong 7,546,860 0 7,546,860 0 7,546,860 9.9%
Filing





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. Checkbox not checked

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).






SCHEDULE 13D



Comment for Type of Reporting Person:
Note to Row 7: 7,538,622 shares (including 60,000 shares issuable upon exercise of warrants and 223,345 shares issuable upon conversion of preferred stock), except that HealthQuest Venture Management II, L.L.C. ("HealthQuest Management"), the general partner of HealthQuest Partners II, L.P. ("HealthQuest II"), may be deemed to have sole voting power, and Dr. Garheng Kong ("Kong"), the managing member of HealthQuest Management, may be deemed to have sole power to vote these shares. Note to row 8: See response to row 5. Note to Row 9: 7,538,622 shares (including 60,000 shares issuable upon exercise of warrants and 223,345 shares issuable upon conversion of preferred stock), except that HealthQuest Management, the general partner of HealthQuest II, may be deemed to have sole dispositive power and Kong, the managing member of HealthQuest Management, may be deemed to have sole power to dispose of these shares. Note to Row 13: Based on 7,255,277 shares of the Issuer's Common Stock outstanding as of December 31, 2024, as reported on the Issuer's Proxy Statement filed with the Securities Exchange Commission on January 10, 2025, plus 60,000 shares of Common Stock underlying the Issuer's warrants held by the Reporting Persons as of February 13, 2025 and 223,345 shares of Common Stock issuable upon conversion of Voting Preferred Stock held by the Reporting Persons as of February 13, 2025, which are treated as converted into Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.


SCHEDULE 13D



Comment for Type of Reporting Person:
Note to Row 7: 7,538,622 shares (including 60,000 shares issuable upon exercise of warrants and 223,345 shares issuable upon conversion of preferred stock), all of which are owned directly by HealthQuest II. HealthQuest Management, the general partner of HealthQuest II, may be deemed to have sole voting power, and Kong, the managing member of HealthQuest Management, may be deemed to have sole power to vote these shares. Note to row 8: See response to row 5. Note to Row 9: 7,538,622 shares (including 60,000 shares issuable upon exercise of warrants and 223,345 shares issuable upon conversion of preferred stock), all of which are owned directly by HealthQuest II. HealthQuest Management, the general partner of HealthQuest II, may be deemed to have sole dispositive power, and Kong, the managing member of HealthQuest Management, may be deemed to have sole dispositive power over these shares. Note to Row 13: Based on 7,255,277 shares of the Issuer's Common Stock outstanding as of December 31, 2024, as reported on the Issuer's Proxy Statement filed with the Securities Exchange Commission on January 10, 2025, plus 60,000 shares of Common Stock underlying the Issuer's warrants held by the Reporting Persons as of February 13, 2025 and 223,345 shares of Common Stock issuable upon conversion of Voting Preferred Stock held by the Reporting Persons as of February 13, 2025, which are treated as converted into Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.


SCHEDULE 13D



Comment for Type of Reporting Person:
Note to Row 7: 7,546,860 shares (including 7,718 shares represented by options exercisable in full immediately and 520 shares represented by options exercisable within 60 days), 7,538,622 shares (including 60,000 shares issuable upon exercise of warrants and 223,345 shares issuable upon conversion of preferred stock) of which are owned directly by HealthQuest II. HealthQuest Management, the general partner of HealthQuest II, may be deemed to have sole dispositive power over the shares owned directly by HealthQuest II, and Kong, the managing member of HealthQuest Management, may be deemed to have sole power to dispose of these shares. Note to row 8: See response to row 5. Note to Row 9: 7,546,860 shares (including 7,718 shares represented by options exercisable in full immediately and 520 shares represented by options exercisable within 60 days), 7,538,622 shares (including 60,000 shares issuable upon exercise of warrants and 223,345 shares issuable upon conversion of preferred stock) of which are owned directly by HealthQuest II. HealthQuest Management, the general partner of HealthQuest II, may be deemed to have sole dispositive power over the shares owned directly by HealthQuest II, and Kong, the managing member of HealthQuest Management, may be deemed to have sole power to dispose of these shares. Note to Row 13: Based on 7,255,277 shares of the Issuer's Common Stock outstanding as of December 31, 2024, as reported on the Issuer's Proxy Statement filed with the Securities Exchange Commission on January 10, 2025, plus 60,000 shares of Common Stock underlying the Issuer's warrants held by the Reporting Persons as of February 13, 2025 and 223,345 shares of Common Stock issuable upon conversion of Voting Preferred Stock held by the Reporting Persons as of February 13, 2025, which are treated as converted into Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.


SCHEDULE 13D

 
HealthQuest Partners II, L.P.
 
Signature:/s/ Garheng Kong
Name/Title:Garheng Kong, Managing Member of the General Partner
Date:02/14/2025
 
HealthQuest Venture Management II, L.L.C.
 
Signature:/s/ Garheng Kong
Name/Title:Garheng Kong, Managing Member
Date:02/14/2025
 
Garheng Kong
 
Signature:/s/ Garheng Kong
Name/Title:Garheng Kong
Date:02/14/2025