Venus Concept Inc. — Director's Dealing 2024

May 29, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Venus Concept Inc. (VERO)
CIK: 0001409269
Period of Report: 2024-05-24

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
2024-05-24	Series Y Convertible Preferred Stock	$	P	576986	Acquired		Common Stock (57698600)	Indirect

Footnotes

F1: Each share of the Company's Series Y Convertible Preferred Stock (the "Series Y Preferred Stock") is convertible into one hundred (100) shares of Common Stock at any time 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.

F2: The Series Y Preferred Stock is perpetual and therefore has no expiration date.

F3: The reported transaction involved an exchange of $35,000,000 of existing senior secured indebtedness for 576,986 shares of newly-created convertible preferred stock of the Company, designated as "Series Y Convertible 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.