Madryn Asset Management, LP - 26 Mar 2026 Form 4 Insider Report for Venus Concept Inc. (VERO)

Reporting relationship: 10%+ Owner
Issuer ticker: VERO
Reported as of: 26 Mar 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 30 Mar 2026, 21:16:12 UTC
Prior SEC filing: 02 Oct 2025
Next SEC filing: 17 Jun 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 30 Mar 2026.

Key facts

This page summarizes Madryn Asset Management, LP's Form 4 filing for Venus Concept Inc. (VERO).
6 reported transactions and 16 derivative rows are listed below.
Accepted by SEC: 30 Mar 2026, 21:16.

Change

Previous filing in this sequence was filed on 02 Oct 2025.
Current net transaction value: $0.

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 (4)

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: 30 Mar 2026

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: 30 Mar 2026

CIK 0001836559

Madryn Health Advisors, LP

Relationship: 10%+ Owner
Address: 330 MADISON AVENUE - FLOOR 33, NEW YORK
Signature: /s/ Madryn Health Partners, LP, by John Ricciardi, Authorized Signatory
Signature date: 30 Mar 2026

CIK 0001650490

Madryn Health Partners, 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: 30 Mar 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

VERO transaction

Common Stock

Purchase

Transaction value
Shares: +37,500,000
Change %: +368152%
Price: $0.0400^*
Shares after: 37,510,186
Date: 26 Mar 2026
Ownership: See footnotes
Footnotes: F1, F2, F3

VERO transaction

Common Stock

Purchase

Transaction value
Shares: +37,500,000
Change %: +368152%
Price: $0.0400^*
Shares after: 37,510,186
Date: 26 Mar 2026
Ownership: See footnotes
Footnotes: F1, F2, F3

VERO transaction

Common Stock

Purchase

Transaction value
Shares: +37,500,000
Change %: +368152%
Price: $0.0400^*
Shares after: 37,510,186
Date: 26 Mar 2026
Ownership: See footnotes
Footnotes: F1, F2, F3

VERO transaction

Common Stock

Purchase

Transaction value
Shares: +37,500,000
Change %: +368152%
Price: $0.0400^*
Shares after: 37,510,186
Date: 26 Mar 2026
Ownership: See footnotes
Footnotes: F1, F2, F3

VERO transaction

Common Stock

Purchase

Transaction value
Shares: +37,187
Change %: +0.1%
Price
Shares after: 37,547,373
Date: 26 Mar 2026
Ownership: See footnotes
Footnotes: F2, F3, F4

VERO transaction

Common Stock

Purchase

Transaction value
Shares: +37,187
Change %: +0.1%
Price
Shares after: 37,547,373
Date: 26 Mar 2026
Ownership: See footnotes
Footnotes: F2, F3, F4

VERO transaction

Common Stock

Purchase

Transaction value
Shares: +37,187
Change %: +0.1%
Price
Shares after: 37,547,373
Date: 26 Mar 2026
Ownership: See footnotes
Footnotes: F2, F3, F4

VERO transaction

Common Stock

Purchase

Transaction value
Shares: +37,187
Change %: +0.1%
Price
Shares after: 37,547,373
Date: 26 Mar 2026
Ownership: See footnotes
Footnotes: F2, F3, F4

Reported derivative securities

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

VERO transaction Derivative

Voting Convertible Preferred Stock

Purchase

Transaction value
Shares: +1,500,000
Change %
Price
Shares after: 1,500,000
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 90,900
Exercise price
Footnotes: F2, F3, F5, F6

VERO transaction Derivative

Voting Convertible Preferred Stock

Purchase

Transaction value
Shares: +1,500,000
Change %
Price
Shares after: 1,500,000
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 90,900
Exercise price
Footnotes: F2, F3, F5, F6

VERO transaction Derivative

Voting Convertible Preferred Stock

Purchase

Transaction value
Shares: +1,500,000
Change %
Price
Shares after: 1,500,000
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 90,900
Exercise price
Footnotes: F2, F3, F5, F6

VERO transaction Derivative

Voting Convertible Preferred Stock

Purchase

Transaction value
Shares: +1,500,000
Change %
Price
Shares after: 1,500,000
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 90,900
Exercise price
Footnotes: F2, F3, F5, F6

VERO transaction Derivative

Senior Convertible Preferred Stock

Purchase

Transaction value
Shares: +1,575,810
Change %
Price
Shares after: 1,575,810
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 381,976
Exercise price
Footnotes: F2, F3, F6, F7

VERO transaction Derivative

Senior Convertible Preferred Stock

Purchase

Transaction value
Shares: +1,575,810
Change %
Price
Shares after: 1,575,810
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 381,976
Exercise price
Footnotes: F2, F3, F6, F7

VERO transaction Derivative

Senior Convertible Preferred Stock

Purchase

Transaction value
Shares: +1,575,810
Change %
Price
Shares after: 1,575,810
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 381,976
Exercise price
Footnotes: F2, F3, F6, F7

VERO transaction Derivative

Senior Convertible Preferred Stock

Purchase

Transaction value
Shares: +1,575,810
Change %
Price
Shares after: 1,575,810
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 381,976
Exercise price
Footnotes: F2, F3, F6, F7

VERO transaction Derivative

Secured Subordinated Convertible Notes

Purchase

Transaction value
Shares
Change %
Price
Shares after: $2,611,228
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 189,756
Exercise price: $13.76
Footnotes: F2, F3, F6, F8

VERO transaction Derivative

Secured Subordinated Convertible Notes

Purchase

Transaction value
Shares
Change %
Price
Shares after: $2,611,228
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 189,756
Exercise price: $13.76
Footnotes: F2, F3, F6, F8

VERO transaction Derivative

Secured Subordinated Convertible Notes

Purchase

Transaction value
Shares
Change %
Price
Shares after: $2,611,228
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 189,756
Exercise price: $13.76
Footnotes: F2, F3, F6, F8

VERO transaction Derivative

Secured Subordinated Convertible Notes

Purchase

Transaction value
Shares
Change %
Price
Shares after: $2,611,228
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 189,756
Exercise price: $13.76
Footnotes: F2, F3, F6, F8

VERO transaction Derivative

Voting Convertible Preferred Stock

Purchase

Transaction value
Shares: +335,000
Change %: +22%
Price
Shares after: 1,835,000
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 20,301
Exercise price
Footnotes: F2, F3, F4, F5

VERO transaction Derivative

Voting Convertible Preferred Stock

Purchase

Transaction value
Shares: +335,000
Change %: +22%
Price
Shares after: 1,835,000
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 20,301
Exercise price
Footnotes: F2, F3, F4, F5

VERO transaction Derivative

Voting Convertible Preferred Stock

Purchase

Transaction value
Shares: +335,000
Change %: +22%
Price
Shares after: 1,835,000
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 20,301
Exercise price
Footnotes: F2, F3, F4, F5

VERO transaction Derivative

Voting Convertible Preferred Stock

Purchase

Transaction value
Shares: +335,000
Change %: +22%
Price
Shares after: 1,835,000
Date: 26 Mar 2026
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 20,301
Exercise price
Footnotes: F2, F3, F4, F5

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

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 8 footnotes

Footnote F1

Pursuant to a Stock Purchase Agreement, dated March 26, 2026, by and among Madryn Health Partners, LP ("MHP"), Madryn Health Partners (Cayman Master), LP ("MHP Cayman" and together with MHP, the "Funds"), and the Issuer, the Issuer sold to the Funds an aggregate of 37,500,000 shares of common stock for an aggregate purchase price of $1,500,000.

Footnote F2

Represents securities held directly by MHP and MHP Cayman. 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 F3

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 F4

Pursuant to a Securities Purchase Agreement, dated March 26, 2026, by and among the Funds and HealthQuest Partners II L.P. ("HealthQuest"), HealthQuest sold to the Funds the shares of Common Stock and Voting Convertible Preferred Stock reported herein as sold by HealthQuest to the Funds for consideration in the form of promissory notes representing an aggregate principal balance payable by the Funds to HealthQuest of $755,646.90, allocated $754,159.42 to the Voting Convertible Stock sold thereunder and $1,487.48 to the Common Stock sold thereunder.

Footnote F5

The shares of Voting Convertible Preferred Stock are convertible into shares of Common Stock at a ratio of 0.0606 shares of Common Stock for each share of Voting Convertible Preferred Stock at the option of the holder at any time or by the Issuer under certain conditions. The Voting Convertible Preferred Stock is perpetual and therefore has no expiration date.

Footnote F6

Pursuant to a Securities Purchase Agreement (the "EW SPA"), dated March 26, 2026, by and among EW Healthcare Partners, L.P. ("EWHP"), EW Healthcare Partners-A, L.P. ("EWHP-A" and, together with EWHP, the "EWHP Funds"), Madryn Health Partners, LP ("MHP"), Madryn Health Partners (Cayman Master), LP ("MHP Cayman" and together with MHP, the "Funds"), and the other parties thereto, the EWHP Funds sold to the Funds the shares of Senior Convertible Preferred Stock, Voting Convertible Preferred Stock and Secured Subordinated Convertible Notes reported herein as sold by the EWHP Funds to the Funds for an aggregate sale price of $2,600,000.

Footnote F7

The shares of Senior Convertible Preferred Stock are convertible into shares of Common Stock at a ratio of 0.2424 shares of Common Stock for each share of Senior Convertible Preferred Stock at the option of the holder at any time or by the Issuer under certain conditions. The Senior Convertible Preferred Stock is perpetual and therefore has no expiration date.

Footnote F8

The secured subordinated convertible notes (the "Notes") purchased by the Funds pursuant to the EW SPA have an aggregate principal balance of $2,611,228.33 (with accrued and unpaid interest as of March 25, 2026 of $82,862.98) and are convertible at any time into an aggregate of 189,756 shares of Common Stock at a conversion rate of 72.6691 shares of Common Stock for each $1,000.00 principal amount of Notes.