Amendment to Schedule 13D Filing for Venus Concept Inc.

This filing is an amendment to a Schedule 13D originally filed on December 18, 2020, by Madryn Asset Management, LP and its affiliates. The amendment details significant transactions and agreements concerning Venus Concept Inc.'s securities and debt structure. Key events include the acquisition of outstanding principal amount of indebtedness under the MSLP Loan Agreement, a nonbinding proposal for restructuring the company's debt and equity, and various exchange agreements for preferred stock and convertible notes. The filing also discloses discussions regarding operational cost reduction, including potential delisting of the company's stock. Recent agreements include the purchase of shares and convertible debt from HealthQuest Partners II, L.P. and EW Healthcare Partners, L.P. A March 2026 proposal outlines the potential exchange of additional funding for common stock, aiming for the reporting persons to own over 90% of the outstanding shares and pursue a short-form merger. The reporting persons, primarily Madryn Asset Management, LP, hold a significant majority of Venus Concept Inc.'s common stock.