Sec Form 3 Filing - Masters Michael Willingham @ Venus Concept Inc. - 2022-11-18

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Masters Michael Willingham 2. Issuer Name and Ticker or Trading Symbol Venus Concept Inc. [ VERO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3060 PEACHTREE ROAD NW, SUITE 1425, 3. Date of Earliest Transaction (MM/DD/YY) 11/18/2022 (Street) ATLANTA, GA30305 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.0001 par value per share 2,535,198 I( 1 ) By Marlin Fund, Limited Partnership Common Stock, $0.0001 par value per share 1,885,401 I( 2 ) By Marlin Fund II, Limited Partnership Common Stock, $0.0001 par value per share 168,502 I( 3 ) By Marlin Fund III, Limited Partnership Common Stock, $0.0001 par value per share 289,899 I( 4 ) By Marlin Master Fund Offshore II, LP Common Stock, $0.0001 par value per share 21,000 I( 5 ) By Masters Capital Management, LLC Common Stock, $0.0001 par value per share 4,599,173 I( 6 ) By MSS VC SPV LP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Voting Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock, $0.0001 par value per share 4,960,000 I( 1 ) By Marlin Fund, Limited Partnership Voting Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock, $0.0001 par value per share 3,940,000 I( 2 ) By Marlin Fund II, Limited Partnership Voting Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock, $0.0001 par value per share 360,000 I( 3 ) By Marlin Fund III, Limited Partnership Voting Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock, $0.0001 par value per share 740,000 I( 4 ) By Marlin Master Fund Offshore II, LP Voting Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock, $0.0001 par value per share 3,500,000 I( 6 ) By MSS VC SPV LP

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Masters Michael Willingham 3060 PEACHTREE ROAD NW, SUITE 1425 ATLANTA, GA30305 X MASTERS CAPITAL MANAGEMENT LLC 3060 PEACHTREE ROAD, NW, SUITE 1425 ATLANTA, GA30305 X Masters Special Situations, LLC 3060 PEACHTREE ROAD NW, SUITE 1425 ATLANTA, GA30305 X Marlin Fund, Limited Partnership C/O MASTERS CAPITAL MANAGEMENT, LLC 3060 PEACHTREE ROAD NW, SUITE 1425 ATLANTA, GA30305 X Marlin Fund II, Limited Partnership C/O MASTERS CAPITAL MANAGEMENT, LLC 3060 PEACHTREE ROAD NW, SUITE 1425 ATLANTA, GA30305 X Marlin Fund III, Limited Partnership C/O MASTERS CAPITAL MANAGEMENT, LLC 3060 PEACHTREE ROAD NW, SUITE 1425 ATLANTA, GA30305 X Marlin Master Fund Offshore II, LP C/O MASTERS CAPITAL MANAGEMENT, LLC 3060 PEACHTREE ROAD, NW, SUITE 1425 ATLANTA, GA30305 X MSS VC SPV LP C/O MASTERS SPECIAL SITUATIONS, LLC 3060 PEACHTREE ROAD, NW, STE.1425 ATLANTA, GA30305 X Signatures /s/ Michael Masters 11/28/2022 Signature of Reporting Person Date Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member 11/28/2022 Signature of Reporting Person Date Masters Special Situations, LLC, By:/s/ Michael Masters, Authorized Signatory 11/28/2022 Signature of Reporting Person Date Marlin Fund, Limited Partnership, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member 11/28/2022 Signature of Reporting Person Date Marlin Fund II, Limited Partnership, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member 11/28/2022 Signature of Reporting Person Date Marlin Fund III, Limited Partnership, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member 11/28/2022 Signature of Reporting Person Date Marlin Master Offshore II, LP, By: Masters Capital Management, LLC, By: /s/ Michael Masters, Managing Member 11/28/2022 Signature of Reporting Person Date MSS VC SPV LP, By: MSS VC SPV GP, LLC, By: Masters Special Situations, LLC, By: /s/ Michael Masters, Michael Masters 11/28/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held in the account of Marlin Fund, Limited Partnership, a private fund managed by Masters Capital Management, LLC ("MCM"). These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM. ( 2 )These securities are held in the account of Marlin Fund II, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund II, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM. ( 3 )These securities are held in the account of Marlin Fund III, Limited Partnership, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Fund III, Limited Partnership, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM. ( 4 )These securities are held in the account of Marlin Master Fund Offshore II, LP, a private fund managed by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as the general partner of Marlin Master Fund Offshore II, LP, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM. ( 5 )These securities are held in the accounts of other clients advised by MCM. These securities may be deemed to be beneficially owned by MCM by virtue of its role as advisor to such accounts, and Michael Masters by virtue of his role as the controlling founder and managing member of MCM. ( 6 )These securities are held in the account of MSS VC SPV LP, a private fund managed by Masters Special Situations, LLC ("MSS"). These securities may be deemed to be beneficially owned by MSS by virtue of its role as the investment manager of such private fund and as managing member of MSS VC SPV GP, LLC, the general partner of such private fund, and Michael Masters by virtue of his role as the controlling founder of MSS. ( 7 )Each share of voting convertible preferred stock, par value $0.0001 per share ("Voting Convertible Preferred Stock"), is convertible into shares of the Issuer's Common Stock, $0.0001 par value per share on a 1-for-10 basis at any time at the holder's election. The shares have no expiration date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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