Madryn Asset Management, LP - May 24, 2024 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: May 24, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/29/2024, 06:58 PM
Previous 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	Series Y Convertible Preferred Stock	Purchase		+577K			577K	May 24, 2024	Common Stock	57.7M		See footnotes	F1, F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.