Madryn Asset Management, LP - Jun 30, 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
Jun 30, 2025
Transactions value $
-$5,919,330
Form type
4
Date filed
7/2/2025, 07:27 PM
Previous filing
Apr 2, 2025
Next filing
Aug 12, 2025
SEC
View on sec.gov

Reporting Owners (4)

Name Relationship Address Signature Signature date CIK
Madryn Asset Management, LP 10%+ Owner 330 MADISON AVENUE - FLOOR 33, NEW YORK /s/ Madryn Asset Management, LP, by John Ricciardi, Authorized Signatory 2025-07-02 0001787423
Madryn Health Partners, LP 10%+ Owner 330 MADISON AVENUE - FLOOR 33, NEW YORK /s/ Madryn Health Partners, LP, by John Ricciardi, Authorized Signatory 2025-07-02 0001650490
Madryn Health Partners (Cayman Master), LP 10%+ Owner 330 MADISON AVENUE - FLOOR 33, NEW YORK /s/ Madryn Health Partners (Cayman Master), LP, by John Ricciardi, Authorized Signatory 2025-07-02 0001836788
Madryn Health Advisors, LP 10%+ Owner 330 MADISON AVENUE - FLOOR 33, NEW YORK /s/ Madryn Health Advisors, LP, by John Ricciardi, Authorized Signatory 2025-07-02 0001836559

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 $11.1M $11.1M Jun 30, 2025 Common Stock 42K $264.00 See footnotes F1, F2, F3, F4
transaction VERO Secured Subordinated Convertible Notes Disposed to Issuer -$17M 0 Jun 30, 2025 Common Stock 64.5K $264.00 See footnotes F2, F3, F4
transaction VERO Series Y Convertible Preferred Stock Purchase +326K +28.08% 1.49M Jun 30, 2025 Common Stock 2.96M See footnotes F2, F3, F4, F5, F6
* 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 $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").
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 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.
F6 The Series Y Preferred Stock is perpetual and therefore has no expiration date.