Madryn Asset Management, LP - Oct 4, 2023 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
Oct 4, 2023
Transactions value $
-$3,903,362
Form type
4
Date filed
10/6/2023, 04:15 PM
Next filing
Jan 11, 2024

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 Purchase $22.8M $22.8M Oct 4, 2023 Common Stock 950K $24.00 See footnotes F1, F2, F3, F4
transaction VERO Secured Subordinated Convertible Notes Disposed to Issuer -$26.7M $0 Oct 4, 2023 Common Stock 548K $48.75 See footnotes F2, F3, F4, F5
transaction VERO Series X Convertible Preferred Stock Purchase +249K 249K Oct 4, 2023 Common Stock 2.49M See footnotes F2, 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 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.