Madryn Asset Management, LP - Sep 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
Sep 30, 2025
Transactions value $
-$11,479,307
Form type
4
Date filed
10/2/2025, 07:23 PM
Previous filing
Aug 12, 2025
SEC
View on sec.gov

Reporting Owners (3)

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 2025-10-02 0001787423
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 2025-10-02 0001836788
Madryn Health Advisors, LP 10%+ Owner 330 MADISON AVENUE - FLOOR 33, NEW YORK /s/ Madryn Health Advisors, LP, by John Ricciardi, Authorized Signatory 2025-10-02 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 Disposed to Issuer -$11.5M 0 Sep 30, 2025 Common Stock 43.5K $264.00 See footnotes F1, F2, F3, F4, F5
transaction VERO Series Y Convertible Preferred Stock Purchase +545K +36.71% 2.03M Sep 30, 2025 Common Stock 4.96M See footnotes F3, F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Notes (as defined below) were convertible into shares of Common Stock at a conversion rate of 3.7878788 shares of Common Stock for each $1,000 principal amount of Notes.
F2 The principal amount of subordinated convertible notes disposed of represents (x) $11,096,478.80, the initial principal balance of the subordinated convertible notes disclosed on a Form 4 filed by the Reporting Persons on July 2, 2025, plus (y) $382,828.52 of interest paid-in-kind on September 30, 2025.
F3 The reported transactions involved an exchange of secured subordinated convertible notes in the aggregate principal amount of $11,479,307.35 (the "Notes") for 545,335 shares of Series Y Convertible Preferred Stock (the "Series Y Preferred Stock").
F4 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.
F5 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.
F6 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.