Venus Concept Inc. — Director's Dealing 2025

Oct 2, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Venus Concept Inc. (VERO)
CIK: 0001409269
Period of Report: 2025-09-30

Reporting Person: Madryn Asset Management, 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
2025-09-30	Secured Subordinated Convertible Notes	$264	D		Disposed	2026-12-09	Common Stock (43482)	Indirect
2025-09-30	Series Y Convertible Preferred Stock	$	P	545335	Acquired		Common Stock (4957587)	Indirect

Footnotes

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.