Madryn Asset Management, LP 4

What happened

• Madryn Asset Management, LP (reported as a >10% holder through affiliated funds) purchased 37,500,000 shares of Venus Concept Inc. (VERO) common stock on March 26, 2026 at $0.04 per share, for a cash purchase price of $1,500,000.
• In addition, the Funds managed/controlled by Madryn acquired several other items that were reported as purchases on the same date: a small block of 37,187 common shares and multiple derivative/conversionable securities (including Voting Convertible Preferred Stock, Senior Convertible Preferred Stock and Secured Subordinated Convertible Notes, plus additional common-stock equivalents reported as “Acquired” with N/A prices). Some of these securities were bought using promissory notes or through a separate purchase agreement rather than immediate cash.
• These transactions are purchases (bullish signal in the sense of accumulation by an institutional holder), but many of the reported items are convertible/derivative securities, not all immediately tradable common shares.

Key details

• Transaction date: March 26, 2026; Form 4 filed March 30, 2026 (filed within the reporting window).
• Cash purchase: 37,500,000 common shares at $0.04 each = $1,500,000 (per Footnote F1).
• Other consideration: HealthQuest-held securities were acquired by the Funds for promissory notes totaling $755,646.90 (allocated ~$754,159.42 to Voting Convertible Preferred Stock and $1,487.48 to Common Stock) (F4). Under an EW SPA the Funds paid $2,600,000 for additional preferred stock and notes (F6).
• Convertible/derivative terms: Voting Convertible Preferred converts at 0.0606 common shares per preferred share (F5); Senior Convertible Preferred converts at 0.2424 common shares per preferred share (F7). The secured subordinated convertible notes have $2,611,228.33 principal (plus ~$82,863 accrued interest) and are convertible into an aggregate of 189,756 common shares (conversion rate = 72.6691 shares per $1,000 principal) (F8).
• Beneficial ownership: Securities are held directly by Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP. Madryn Asset Management, LP, as investment advisor to those Funds, may be deemed a beneficial owner (F2). The reporting persons disclaim beneficial ownership except to the extent of pecuniary interest (F3).
• Shares owned after transaction: Not specified in the provided summary (check the filing for post-transaction holdings).

Context

• This filing reflects institutional purchases by a >10% holder and related funds, not individual executive trading. Institutional acquisitions can signal increased exposure but do not reveal insider views.
• Many of the reported items are convertible preferred shares and convertible notes—these are not immediate common shares but can be converted into common stock at the stated ratios, which could dilute common equity if converted.
• The purchase mix included cash and financed consideration (promissory notes and structured purchase agreements), so not all consideration was immediate cash outlay.