SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Madryn Asset Management, LP (Last) (First) (Middle) 330 MADISON AVENUE - FLOOR 33 (Street) NEW YORK NY 10017 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 06/30/2025
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/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 (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	$264(1)	06/30/2025		P		$11,096,478.8		06/30/2025	12/09/2026	Common Stock	42,032(1)	(2)	$11,096,478.83	I	See footnotes(3)(4)
Secured Subordinated Convertible Notes	$264	06/30/2025		D			$17,015,808.3	03/31/2025	12/09/2026	Common Stock	64,454	(2)	0	I	See footnotes(3)(4)
Series Y Convertible Preferred Stock	(5)	06/30/2025		P		325,651		06/30/2025	(6)	Common Stock	2,960,461(5)	(2)	1,485,531(5)	I	See footnotes(3)(4)

1. Name and Address of Reporting Person* Madryn Asset Management, LP (Last) (First) (Middle) 330 MADISON AVENUE - FLOOR 33 (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Madryn Health Partners, LP (Last) (First) (Middle) 330 MADISON AVENUE - FLOOR 33 (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Madryn Health Partners (Cayman Master), LP (Last) (First) (Middle) 330 MADISON AVENUE - FLOOR 33 (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Madryn Health Advisors, LP (Last) (First) (Middle) 330 MADISON AVENUE - FLOOR 33 (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The New Notes (as defined below) are convertible into shares of Common Stock at a conversion rate of 3.7878788 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 $17,015,808.30 (the "Existing Notes") for (i) new secured subordinated convertible notes in the aggregate principal amount of $11,096,478.80 (the "New Notes") and (ii) 325,651 shares of Series Y Convertible Preferred Stock (the "Series Y 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. Each share of Series Y Preferred Stock is convertible into 9.0909 shares of Common Stock 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.

6. The Series Y Preferred Stock is perpetual and therefore has no expiration date.

	/s/ Madryn Asset Management, LP, by John Ricciardi, Authorized Signatory	07/02/2025
	/s/ Madryn Health Partners, LP, by John Ricciardi, Authorized Signatory	07/02/2025
	/s/ Madryn Health Partners (Cayman Master), LP, by John Ricciardi, Authorized Signatory	07/02/2025
	/s/ Madryn Health Advisors, LP, by John Ricciardi, Authorized Signatory	07/02/2025
	** Signature of Reporting Person	Date
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