Ownership Submission
|
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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
OMB APPROVAL
|
|
OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
|
|
|
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
|
_____ 10% Owner
|
|
_____ Officer (give title below)
|
_____ Other (specify below)
|
|
|
|
|
(Last)
|
(First)
|
(Middle)
|
|
330 MADISON AVENUE - FLOOR 33
|
|
3. Date of Earliest Transaction (Month/Day/Year)
|
(Street)
|
|
NEW YORK
|
NY
|
10017
|
|
4. If Amendment, Date Original Filed(Month/Day/Year)
|
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
|
|
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
|
|
1.Title of Security
|
2. Transaction Date (Month/Day/Year)
|
2A. Deemed Execution Date, if any (Month/Day/Year)
|
3. Transaction Code
|
4. Securities Acquired (A) or Disposed of (D)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
|
6. Ownership Form: Direct (D) or Indirect (I)
|
7. Nature of Indirect Beneficial Ownership
|
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
|
2. Conversion or Exercise Price of Derivative Security
|
3. Transaction Date (Month/Day/Year)
|
3A. Deemed Execution Date, if any (Month/Day/Year)
|
4. Transaction Code
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
|
8. Price of Derivative Security
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
|
11. Nature of Indirect Beneficial Ownership
|
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expriation Date
|
Title
|
Amount or Number of Shares
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
|
Director
|
10% Owner
|
Officer
|
Other
|
Madryn Asset Management, LP
330 MADISON AVENUE - FLOOR 33
NEW YORK, NY10017
|
|
|
|
|
Madryn Health Partners, LP
330 MADISON AVENUE - FLOOR 33
NEW YORK, NY10017
|
|
|
|
|
Madryn Health Partners (Cayman Master), LP
330 MADISON AVENUE - FLOOR 33
NEW YORK, NY10017
|
|
|
|
|
Madryn Health Advisors, LP
330 MADISON AVENUE - FLOOR 33
NEW YORK, NY10017
|
|
|
|
|
Signatures
|
/s/ Madryn Asset Management, LP, by John Ricciardi, Authorized Signatory
|
2024-09-30
|
|
**Signature of Reporting Person
|
Date
|
|
/s/ Madryn Health Partners, LP, by John Ricciardi, Authorized Signatory
|
2024-09-30
|
|
**Signature of Reporting Person
|
Date
|
|
/s/ Madryn Health Partners (Cayman Master), LP, by John Ricciardi, Authorized Signatory
|
2024-09-30
|
|
**Signature of Reporting Person
|
Date
|
|
/s/ Madryn Health Advisors, LP, by John Ricciardi, Authorized Signatory
|
2024-09-30
|
|
**Signature of Reporting Person
|
Date
|
Explanation of Responses:
|
(*)
|
If the form is filed by more than one reporting person, see Instruction 5(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).
|
|
(1)
|
Each share of the Company's Series Y Convertible Preferred Stock (the "Series Y Preferred Stock") is convertible into one hundred (100) shares of Common Stock at any time at the option of the holder or automatically upon certain conditions, including the completion by the Company of a $30.0 million common equity raise.
|
|
(2)
|
The Series Y Preferred Stock is perpetual and therefore has no expiration date.
|
|
(3)
|
The reported transaction involved an exchange of $15,000,000 of existing senior secured indebtedness for 203,583 shares of Series Y Preferred Stock.
|
|
(4)
|
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.
|
|
(5)
|
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.
|
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Venus Concept Inc.