Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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

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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 (Month/Day/Year) 09/30/2025 (Street) NEW YORK, NY 10017 4. If Amendment, Date 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 (City) (State) (Zip) 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

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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 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

$264(1)

09/30/2025

D

$11,479,307.35(2)

06/30/2025

12/09/2026

Common Stock

43,482(1)(2)

(3)

0

I

See footnotes(4)(5)

Series Y Convertible Preferred Stock

(6)

09/30/2025

P

545,335

09/30/2025

(7)

Common Stock

4,957,587(6)

(3)

2,030,866(4)

I

See footnotes(4)(5)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Madryn Asset Management, LP 330 MADISON AVENUE - FLOOR 33 NEW YORK, NY 10017		X
Madryn Health Partners (Cayman Master), LP 330 MADISON AVENUE - FLOOR 33 NEW YORK, NY 10017		X
Madryn Health Advisors, LP 330 MADISON AVENUE - FLOOR 33 NEW YORK, NY 10017		X

Signatures

/s/ Madryn Asset Management, LP, by John Ricciardi, Authorized Signatory		10/02/2025
**Signature of Reporting Person		Date
/s/ Madryn Health Partners (Cayman Master), LP, by John Ricciardi, Authorized Signatory		10/02/2025
**Signature of Reporting Person		Date
/s/ Madryn Health Advisors, LP, by John Ricciardi, Authorized Signatory		10/02/2025
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Notes (as defined below) were convertible into shares of Common Stock at a conversion rate of 3.7878788 shares of Common Stock for each $1,000 principal amount of Notes.
(2)	The principal amount of subordinated convertible notes disposed of represents (x) $11,096,478.80, the initial principal balance of the subordinated convertible notes disclosed on a Form 4 filed by the Reporting Persons on July 2, 2025, plus (y) $382,828.52 of interest paid-in-kind on September 30, 2025.
(3)	The reported transactions involved an exchange of secured subordinated convertible notes in the aggregate principal amount of $11,479,307.35 (the "Notes") for 545,335 shares of Series Y Convertible Preferred Stock (the "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.
(6)	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.
(7)	The Series Y Preferred Stock is perpetual and therefore has no expiration date.

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