Madryn Asset Management, LP - Mar 31, 2025 Form 4 Insider Report for Venus Concept Inc. (VERO)

Role
10%+ Owner
Signature
/s/ Madryn Asset Management, LP, by John Ricciardi, Authorized Signatory
Stock symbol
VERO
Transactions as of
Mar 31, 2025
Transactions value $
-$11,000,019
Form type
4
Date filed
4/2/2025, 05:47 PM
Previous filing
Dec 19, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VERO Secured Subordinated Convertible Notes Purchase $17M $17M Mar 31, 2025 Common Stock 64.5K $264.00 See footnotes F1, F2, F3, F4
transaction VERO Secured Subordinated Convertible Notes Disposed to Issuer -$28M $0 Mar 31, 2025 Common Stock 106K $264.00 See footnotes F2, F3, F4, F5
transaction VERO Series Y Convertible Preferred Stock Purchase +379K +48.59% 1.16M Mar 31, 2025 Common Stock 3.45M See footnotes F2, F3, F4, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 The reported transactions involved an exchange of existing secured subordinated convertible notes in the aggregate principal amount of $28,015,827.33 (the "Existing Notes") for (i) new secured subordinated convertible notes in the aggregate principal amount of $17,015,808.33 (the "New Notes") and (ii) 379,311 shares of Series Y Convertible Preferred Stock (the "Series Y Preferred Stock").
F3 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.
F4 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.
F5 The Existing Notes were convertible at a rate of 3.7878788 shares of Common Stock for each $1,000 principal amount of Existing Notes, after giving effect to a reverse stock split implemented by the Company on March 3, 2025 based on a one-for-eleven consolidation ratio (the "Reverse Stock Split").
F6 The number of shares of Common Stock underlying the Series Y Preferred Stock gives effect to the Reverse Stock Split. 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.
F7 The Series Y Preferred Stock is perpetual and therefore has no expiration date.