Venus Concept Inc. — Director's Dealing 2019

Nov 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Venus Concept Inc. (VERO)
CIK: 0001409269
Period of Report: 2019-11-07

Reporting Person: MOLL FREDERIC H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-07	Common Stock	A	145394	—	Acquired	207381	Direct
2019-11-07	Common Stock	C	452407	—	Acquired	659788	Direct
2019-11-07	Common Stock	C	290765	—	Acquired	950553	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-07	Unsecured Subordinated Convertible Promissory Note	$	C		Disposed	2020-08-28	Common Stock (452407)	Direct
2019-11-07	Unsecured Subordinated Convertible Promissory Note	$	C		Disposed	2020-08-28	Common Stock (290765)	Direct

Footnotes

F1: Received in connection with the Merger, upon the conversion of the outstanidng principal and any accrued and unpaid interest of two 8% Convertible Promissory Notes issued by Venus Concept Ltd., dated as of August 14, 2019 and August 21, 2019, in the original principal amounts of $197,142.85 and $802,857.15, respectively.

F2: Dr. Moll's previously reported holdings of common stock of the Issuer of 929,809 shares was adjusted to reflect the Issuer's 1-for-15 reverse stock split that occurred on November 7, 2019, which resulted in Dr. Moll's ownership of 867,822 less shares of common stock.

F3: This Unsecured Subordinated Convertible Promissory Note was previously reported as covering 6,432,246 shares which conversion shares were adjusted to account for interest due thereon and reflect the 1-for-15 reverse stock split that occurred after the conversion on November 7, 2019.

F4: This Unsecured Subordinated Convertible Promissory Note was converted with a conversion price of $0.4664, which conversion occurred prior to the 1-for 15 reverse stock split that occurred on November 7, 2019.

F5: This Unsecured Subordinated Convertible Promissory Note was previously reported as covering 4,288,164 shares which conversion shares were adjusted to account for interest due thereon and reflect the 1-for-15 reverse stock split that occurred after the conversion on November 7, 2019.

F6: Through the date of conversion, the principal and interest under this Unsecured Subordinated Convertible Promissory Note, totaled $3,165,041.10 which total was converted into shares of common stock of the Issuer.

F7: This Unsecured Subordinated Convertible Promissory Note converted upon the consumation of the Merger, pursuant to its terms.

F8: Through the date of conversion, the principal and interest under this Unsecured Subordinated Convertible Promissory Note, totaled $2,034,191.85 which total was converted into shares of common stock of the Issuer.