Venus Concept Inc. — Director's Dealing 2023

Oct 6, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Venus Concept Inc. (VERO)
CIK: 0001409269
Period of Report: 2023-10-04

Reporting Person: Madryn Asset Management, LP (N/A)
Reporting Person: Madryn Health Partners, LP (N/A)
Reporting Person: Madryn Health Partners (Cayman Master), LP (N/A)
Reporting Person: Madryn Health Advisors, LP (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-10-04	Secured Subordinated Convertible Notes	$24.00	P		Acquired	2025-12-09	Common Stock (949657)	Indirect
2023-10-04	Secured Subordinated Convertible Notes	$48.75	D		Disposed	2025-12-09	Common Stock (547593)	Indirect
2023-10-04	Series X Convertible Preferred Stock	$	P	248755	Acquired		Common Stock (2487550)	Indirect

Footnotes

F1: The New Notes (as defined below) are convertible at any time into shares of Common Stock at a conversion rate of 41.6666667 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 $26,695,110.58 (the "Existing Notes") for (i) new secured subordinated convertible notes in the aggregate principal amount of $22,791,748.32 (the "New Notes") and (ii) 248,755 shares of Series X Convertible 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 20.5128205 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 May 11, 2023 based on a one-for-fifteen consolidation ratio.

F6: Each share of Series X Convertible Preferred Stock is convertible into ten shares of Common Stock at any time at the option of the holder.

F7: The Series X Convertible Preferred Stock is perpetual and therefore has no expiration date.