Madryn Asset Management, LP - 30 Sep 2025 Form 4 Insider Report for Venus Concept Inc. (VERO)

Reporting relationship: 10%+ Owner
Issuer ticker: VERO
Reported as of: 30 Sep 2025
Net transaction value: -$11,479,307
SEC form: 4
Accepted by SEC: 02 Oct 2025, 19:23:29 UTC
Prior SEC filing: 12 Aug 2025
Next SEC filing: 30 Mar 2026
Source filing: View source filing
Reporting owner signature: /s/ Madryn Asset Management, LP, by John Ricciardi, Authorized Signatory

Key filing fact

Madryn Asset Management, LP filed Form 4 for Venus Concept Inc. (VERO) on 02 Oct 2025.

Key facts

This page summarizes Madryn Asset Management, LP's Form 4 filing for Venus Concept Inc. (VERO).
2 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 02 Oct 2025, 19:23.

Change

Previous filing in this sequence was filed on 12 Aug 2025.
Current net transaction value: -$11,479,307.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (3)

CIK 0001787423 Primary reporting owner

Madryn Asset Management, LP

Relationship: 10%+ Owner
Address: 330 MADISON AVENUE - FLOOR 33, NEW YORK
Signature: /s/ Madryn Asset Management, LP, by John Ricciardi, Authorized Signatory
Signature date: 02 Oct 2025

CIK 0001836788

Madryn Health Partners (Cayman Master), LP

Relationship: 10%+ Owner
Address: 330 MADISON AVENUE - FLOOR 33, NEW YORK
Signature: /s/ Madryn Health Partners (Cayman Master), LP, by John Ricciardi, Authorized Signatory
Signature date: 02 Oct 2025

CIK 0001836559

Madryn Health Advisors, LP

Relationship: 10%+ Owner
Address: 330 MADISON AVENUE - FLOOR 33, NEW YORK
Signature: /s/ Madryn Health Advisors, LP, by John Ricciardi, Authorized Signatory
Signature date: 02 Oct 2025

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

VERO transaction Derivative

Secured Subordinated Convertible Notes

Disposed to Issuer

Transaction value: $11,479,307
Shares
Change %
Price
Shares after: 0
Date: 30 Sep 2025
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 43,482
Exercise price: $264.00
Footnotes: F1, F2, F3, F4, F5

VERO transaction Derivative

Series Y Convertible Preferred Stock

Purchase

Transaction value
Shares: +545,335
Change %: +37%
Price
Shares after: 2,030,866
Date: 30 Sep 2025
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 4,957,587
Exercise price
Footnotes: F3, F4, F5, F6, F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 7 footnotes

Footnote 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.

Footnote 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.

Footnote 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").

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F7

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