Sec Form 4 Filing - Madryn Asset Management, LP @ Venus Concept Inc. - 2023-10-04

FORM 4 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 Madryn Asset Management, LP 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) 330 MADISON AVENUE - FLOOR 33 3. Date of Earliest Transaction (MM/DD/YY) 10/04/2023 (Street) NEW YORK, NY10017 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

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 Secured Subordinated Convertible Notes $ 24 ( 1 ) 10/04/2023 P 10/04/2023 12/09/2025 Common Stock 949,657 ( 1 ) ( 2 ) $ 22,791,748.32 I See footnotes ( 3 ) ( 4 ) Secured Subordinated Convertible Notes $ 48.75 ( 5 ) 10/04/2023 D 12/09/2020 12/09/2025 Common Stock 547,593 ( 2 ) $ 0 I See footnotes ( 3 ) ( 4 ) Series X Convertible Preferred Stock ( 6 ) 10/04/2023 P 248,755 10/04/2023 ( 7 ) Common Stock 2,487,550 ( 6 ) ( 2 ) 248,755 ( 5 ) I See footnotes ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Madryn Asset Management, LP 330 MADISON AVENUE - FLOOR 33 NEW YORK, NY10017 X Madryn Health Partners, LP 330 MADISON AVENUE - FLOOR 33 NEW YORK, NY10017 X Madryn Health Partners (Cayman Master), LP 330 MADISON AVENUE - FLOOR 33 NEW YORK, NY10017 X Madryn Health Advisors, LP 330 MADISON AVENUE - FLOOR 33 NEW YORK, NY10017 X Signatures /s/ Madryn Asset Management, LP, by John Ricciardi, Authorized Signatory 10/06/2023 Signature of Reporting Person Date /s/ Madryn Health Partners, LP, by John Ricciardi, Authorized Signatory 10/06/2023 Signature of Reporting Person Date /s/ Madryn Health Partners (Cayman Master), LP, by John Ricciardi, Authorized Signatory 10/06/2023 Signature of Reporting Person Date /s/ Madryn Health Advisors, LP, by John Ricciardi, Authorized Signatory 10/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )The Series X Convertible Preferred Stock is perpetual and therefore has 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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