On October 11, 2016, Venus Concept Ltd., a predecessor of the Company, entered into a credit agreement as a guarantor with Health Partners LP, as administrative agent, and the Funds as lenders (as amended, restated supplemented or modified, the "Credit Agreement"), pursuant to which the Funds agreed to make certain loans to certain of Venus Concept Ltd.'s subsidiaries. On November 7, 2019, in connection with the merger between Restoration Robotics, Inc. and Venus Concept Ltd. (the "Merger"), the Company joined the Credit Agreement as a guarantor. Prior to the Merger, the Reporting Persons acquired beneficial ownership in a series of financing transactions of certain equity and equity-linked securities of Venus Concept Ltd which, upon consummation of the Merger, automatically converted into equity securities of the Company. All of the shares of the Company's common stock, par value $0.0001 (the "Common Stock"), held directly by the Funds were acquired from the Company, or its predecessor Venus Concept Ltd., by or on behalf of the Funds using the investment capital of the Funds. The aggregate purchase price of the Common Stock held directly by the Funds was approximately $15,475,268 (excluding brokerage commissions and transaction costs). In connection with the Credit Agreement, Venus Concept Ltd. issued three types of 10-year warrants (collectively, the "Warrants"). At the effective time of the Merger, each of the outstanding Warrants, whether or not vested, to purchase ordinary shares or preferred shares, as applicable, of Venus Concept Ltd., that was unexercised immediately prior to the effective time of the Merger was converted into a warrant to purchase shares of Common Stock. As of the date hereof, the Warrants are exercisable into 1,091 shares of Common Stock at an exercise price of $1,447.875 per share, at any time on or prior to expiration on December 1, 2026. On December 9, 2020, the Funds acquired $26,695,110.54 aggregate principal amount of the Company's the secured subordinated convertible notes (the "2020 Convertible Notes") pursuant to a Securities Exchange and Registration Rights Agreement (the "2020 Exchange Agreement"), dated as of December 8, 2020, pursuant to which the Company repaid $42,500,000 aggregate principal amount owed under the Credit Agreement and issued the 2020 Convertible Notes to the Funds. On October 4, 2023, the Funds entered into an Exchange Agreement (the "2023 Exchange Agreement") pursuant to which the Funds exchanged the 2020 Convertible Notes for (i) $22,791,748.32 aggregate principal amount of the Company's secured subordinated convertible notes (the "2023 Convertible Notes") and (ii) 248,755 shares of the Company's Series X Convertible Preferred Stock (the "Series X Preferred Stock"). The conversion rate of the 2023 Convertible Notes was 3.7878788 shares of Common Stock per $1,000 principal amount of 2023 Convertible Notes, which represents an initial conversion price of $264.00 per share of Common Stock. The conversion rate was subject to customary adjustments upon the occurrence of certain events. Each share of Series X Preferred Stock is convertible into 0.91 shares of Common Stock at any time at the option of the holder. From the date of issuance until December 31, 2026, each share of Series X Preferred Stock accrues a dividend at a rate of 12.5% per annum. Such dividend is payable on a quarterly basis in cash or additional shares of Series X Preferred Stock, at the Company's election. On May 24, 2024, the Funds entered into an Exchange Agreement (the "May 2024 Exchange Agreement") pursuant to which the Funds exchanged $35,000,000 of senior indebtedness under that certain Loan and Security Agreement (Main Street Priority Loan), dated December 8, 2020, originally between City National Bank of Florida, as lender, and Venus Concept USA Inc., as borrower (as amended or modified from time to time, the "MSLP Loan Agreement") for 576,986 shares of the Company's Series Y Convertible Preferred Stock (the "Series Y Preferred Stock"). On September 26, 2024, the Funds entered into an Exchange Agreement (the "September 2024 Exchange Agreement") pursuant to which the Funds exchanged $15,000,000 of senior indebtedness under the MSLP Loan Agreement for 203,583 shares of Series Y Preferred Stock. On March 31, 2025, the Funds entered into an Exchange Agreement (the "March 2025 Exchange Agreement") pursuant to which the Funds exchanged the 2023 Convertible Notes for (i) $17,015,808.33 aggregate principal amount of the Company's secured subordinated convertible notes (the "March 2025 Convertible Notes") and (ii) 379,311 shares of Series Y Preferred Stock. The initial conversion rate of the March 2025 Convertible Notes was 3.7878788 shares of Common Stock per $1,000 principal amount of March 2025 Convertible Notes, which represents an initial conversion price of $264 per share of Common Stock. On June 30, 2025, the Funds entered into an Exchange Agreement (the "June 2025 Exchange Agreement") pursuant to which the Funds exchanged the March 2025 Convertible Notes for (i) $11,096,478 principal amount of the Company's secured subordinated convertible notes (the "June 2025 Convertible Notes") and (ii) 325,651 shares of the Company's Series Y Preferred Stock. The initial conversion rate of the June 2025 Convertible Notes was 3.7878788 shares of Common Stock per $1,000 principal amount of June 2025 Convertible Notes, which represenents an initial conversion price of $264 per share of Common Stock. On September 30, 2025, the Funds entered into the September 2025 Exchange Agreement, pursuant to which the funds exchanged the June 2025 Convertible Notes for 545,335 shares of the Company's Series Y Preferred Stock. The shares of Series Y Preferred Stock issued under the May 2024 Exchange Agreement, September 2024 Exchange Agreement, March 2025 Exchange Agreement, June 2025 Exchange Agreement and September 2025 Exchange Agreement were priced at $60.66, $73.68, $29.00, $19.96 and $21.05 per share, respectively (the "Issuance Price"). Each share of Series Y Preferred Stock is convertible into 9.0909 shares of Common Stock at any time at the option of the holder. Each share of Series Y Preferred Stock carries a liquidation preference in an amount equal to the product of (i) the Issuance Price, multiplied by (ii) 2.0, which liquidation preference is senior to all other classes of outstanding capital stock. Such liquidation preference is subject to customary adjustment for any stock dividend, stock split, combination or similar recapitalization with respect to the Common Stock. On June 25, 2025, the Company's shareholders approved the issuance of the shares of Common Stock underlying the June 2025 Convertible Notes, Series X Preferred Stock and Series Y Preferred Stock which had previously been subject to limitations on convertibility imposed by the rules and regulations of the Nasdaq Capital Market. On March 26, 2026, the Funds entered into a Stock Purchase Agreement (the "March 2026 Company SPA") with the Company pursuant to which the Funds purchased an aggregate of 37,500,000 shares of Common Stock from the Company for an aggregate purchase price of $1,500,000, representing a purchase price of $0.04 per share of Common Stock. The foregoing does not purport to be complete and is qualified in its entirety to the full text of the March 2026 Company SPA, which is filed as an exhibit hereto and incorporated by reference herein. On March 26, 2026, the Funds entered into a Securities Purchase Agreement (the "March 2026 EW SPA") with EW Healthcare Partners, L.P. ("EWHP") and EW Healthcare Partners-A, L.P. ("EWHP-A" and together with EWHP, "EW") pursuant to which the Funds purchased from EW (i) an aggregate of 1,500,000 shares of the Company's Voting Convertible Preferred Stock, par value $0.0001 per share (the "Junior Preferred Stock"), (ii) an aggregate of 1,575,810 shares of the Company's Senior Convertible Preferred Stock, par value $0.0001 per share (the "Senior Preferred Stock"), and (iii) all of EW's right, title and interest in and to those certain Secured Subordinated Convertible Notes (the "EW Convertible Notes"), dated as of January 18, 2024, originally issued by the Company to EW. The aggregate purchase price paid by the Funds to EW for the Junior Preferred Stock, Senior Preferred Stock and EW Convertible Notes was $2,600,000.00, payable in four installments of $650,000 on each of (i) September 26, 2027, (ii) March 26, 2028, (iii) September 26, 2028 and (iii) March 26, 2029. The EW Convertible Notes are convertible into shares of Common Stock at a conversion price of $13.76 per share of Common Stock. The foregoing does not purport to be complete and is qualified in its entirety to the full text of the March 2026 EW SPA, which is filed as an exhibit hereto and incorporated by reference herein. On March 26, 2026, the Funds entered into a Securities Purchase Agreement (the "March 2026 HealthQuest SPA") with HealthQuest Partners II, L.P. ("HealthQuest") pursuant to which the Funds purchased from HealthQuest (a) an aggregate of 37,187 shares of Common Stock and (b) 335,000 shares of Junior Preferred Stock. The aggregate purchase price paid by the Funds to HealthQuest for the Common Stock and Junior Preferred Stock purchased by the Funds was $755,646.90, payable in the form of promissory notes requiring payment of principal and interest thereunder three years after the closing date of the March 2026 HealthQuest SPA. The foregoing does not purport to be complete and is qualified in its entirety to the full text of the March 2026 HealthQuest SAP, which is filed as an exhibit hereto and incorporated by reference herein. On March 30, 2026, the Reporting Persons consummated a short-form merger pursuant to Section 253 of the General Corporation Law of the State of Delaware (the "Short-form Merger") through the filing of a Certificate of Ownership and Merger (the "Certificate of Merger"). In connection with the Short-form Merger, each share of Common Stock not owned by Reporting Persons was converted into the right to receive a cash amount equal to $0.04 per share of Common Stock. Following the Short-form Merger, the Reporting Persons own 100% of the issued and outstanding shares of Common Stock and all series of the Company's Preferred Stock. In connection with the Short-form Merger, the Funds entered into a Contribution and Exchange Agreement (the "Contribution Agreement") with Venus Merger Holdings Corporation, a Delaware corporation ("Merger Holdings"), the legal entity used by the Reporting Persons to consummate the Short-form Merger. Pursuant to the Contribution Agreement, the Funds transferred all of their shares of Common Stock and Preferred Stock to Merger Holdings in exchange for 100% of the equity interests of Merger Holdings. The foregoing does not purport to be complete and is qualified in its entirety by the full text of the Contribution Agreement and the Certificate of Merger, each of which is filed as an exhibit hereto and incorporated by reference herein.

The descriptions of the 2020 Exchange Agreement, 2023 Exchange Agreement, May 2024 Exchange Agreement, September 2024 Exchange Agreement, March 2025 Exchange Agreement, June 2025 Exchange Agreement, September 2025 Exchange Agreement, HealthQuest Term Sheet, EW Term Sheet, March 2026 Proposal, March 2026 EW SPA, March 2026 Company SPA, March 2026 HealthQuest SPA and Contribution Agreement in Items 3 and 4 are incorporated herein. The 2020 Exchange Agreement also provided the Madryn Noteholders with certain registration rights related to the shares issuable upon conversion of the 2020 Convertible Notes. All descriptions of the 2020 Exchange Agreement are qualified in their entirety by reference to the complete text of such agreement, a copy of which is filed as an exhibit hereto and is incorporated herein by reference. The 2023 Exchange Agreement terminated the 2020 Exchange Agreement except with respect to the aforementioned registration rights. In connection with the 2023 Exchange Agreement, the Funds entered into a Resale Registration Rights Agreement, dated as October 4, 2023, by and among the Company and the Funds (the "2023 Registration Rights Agreement"). The 2023 Registration Rights Agreement provides the Funds with certain registration rights related to the shares issuable upon conversion of the 2023 Convertible Notes and the Series X Preferred Stock. All descriptions of the 2023 Exchange Agreement and 2023 Registration Rights Agreement are qualified in their entirety by reference to the complete text of such agreements, copies of which are filed as exhibits hereto and are incorporated herein by reference. In connection with the 2023 Exchange Agreement, the Funds entered into a Voting Agreement, dated as of October 4, 2023, by and among the Company and the Shareholders identified therein (the "Voting Agreement"). The Voting Agreement, which was a condition of the Funds' entering into the 2023 Exchange Agreement, requires the Shareholders identified therein to vote the securities held by the Shareholders in favor of a proposal approving the transactions contemplated by the 2023 Exchange Agreement. The description of the Voting Agreement is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as an exhibit hereto and is incorporated herein by reference. In connection with the May 2024 Exchange Agreement, the Funds entered into a Resale Registration Rights Agreement, dated as May 24, 2024, by and among the Company and the Funds (the "May 2024 Registration Rights Agreement"). In connection with the September 2024 Exchange Agreement, the Funds amended and restated the May 2024 Registration Rights Agreement on September 26, 2024 (the "A&R 2024 Registration Rights Agreement"). In connection with the March 2025 Exchange Agreement, the Funds amended and restated the A&R 2024 Registration Rights Agreement on March 31, 2025 (the "Second A&R 2024 Registration Rights Agreement"). In connection with the June 2025 Exchange Agreement, the Funds amended and restated the Second A&R 2024 Registration Rights Agreement on June 30, 2025 (the "Third A&R 2024 Registration Rights Agreement"). In connection with the September 2025 Exchange Agreement, the Funds amended and restated the Third A&R 2024 Registration Rights Agreement on September 30, 2025 (the "Fourth A&R 2024 Registration Rights Agreement"). The Fourth A&R 2024 Registration Rights Agreement provides the Funds with certain registration rights related to the shares issuable upon conversion of the Series Y Preferred Stock. All descriptions of the May 2024 Exchange Agreement, September 2024 Exchange Agreement, March 2025 Exchange Agreement, June 2025 Exchange Agreement, the September 2025 Exchange Agreement and the Fourth A&R 2024 Registration Rights Agreement are qualified in their entirety by reference to the complete text of such agreements, copies of which are filed as exhibits hereto and are incorporated herein by reference. Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D, which agreement is set forth on the signature page to this Schedule 13D. Except as described above and herein in this Schedule 13D, there are no other contracts, understandings or relationships (legal or otherwise) among the parties named in Item 2 hereto and between such persons and any person with respect to any of the Common Stock owned by the Funds.

Exhibit 99.1 Securities Exchange and Registration Rights Agreement, dated as of December 8, 2020 by and among the Company, Venus Concept USA Inc., Venus Concept Canada Corp., Venus Concept Ltd., Madryn Health Partners, LP and the Investors signatory thereto. (Incorporated by reference to Exhibit 10.9 of the Company's Current Report on Form 8-K filed on December 15, 2020). Exhibit 99.2 Exchange Agreement, dated as of October 4, 2023, by and among the Company, Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on October 5, 2023). Exhibit 99.3 Resale Registration Rights Agreement, dated as of October 4, 2023, by and among the Company, Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on October 5, 2023). Exhibit 99.4 Voting Agreement, dated as of October 4, 2023 by and among the Company and the Shareholders signatory thereto (Incorporated by reference to Exhibit 99.3 of Madryn's Schedule 13D/A filed on October 12, 2023). Exhibit 99.5 Summary of Proposed Terms, dated of May 3, 2024 (Incorporated by reference to Exhibit 99.4 of Madryn's Schedule 13D/A filed on May 7, 2024). Exhibit 99.6 Exchange Agreement, dated as of May 24, 2024, by and among the Company, Venus Concept USA Inc., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 28, 2024). Exhibit 99.7 Exchange Agreement, dated as of September 26, 2024, by and among the Company, Venus Concept USA Inc., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 27, 2024). Exhibit 99.8 Exchange Agreement, dated as of March 31, 2025, by and among the Company, Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on April 2, 2025). Exhibit 99.9 Exchange Agreement, dated as of June 30, 2025, by and among the Company, Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on July 1, 2025). Exhibit 99.10 Exchange Agreement, dated as of September 30, 2025, by and among the Company, Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on October 2, 2025). Exhibit 99.11 Fourth Amended and Restated Resale Registration Rights Agreement, dated as of September 30, 2025 by and among the Company, Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on October 2, 2025). Exhibit 99.12 Non-Binding Summary of Terms, dated as of March 17, 2026, between Madryn Asset Management, LP and HealthQuest Partners II, L.P. (Incorporated by reference to Exhibit 99.12 of the Reporting Persons' Schedule 13D filed on March 17, 2026). Exhibit 99.13 Non-Binding Summary of Terms, dated as of March 17, 2026, between Madryn Asset Management, LP and EW Healthcare Partners L.P. (Incorporated by reference to Exhibit 99.13 of the Reporting Persons' Schedule 13D filed on March 17, 2026). Exhibit 99.14 Non-Binding Summary of Terms, dated as of March 17, 2026 (Incorporated by reference to Exhibit 99.14 of the Reporting Persons' Schedule 13D filed on March 17, 2026). Exhibit 99.15 Stock Purchase Agreement, dated as of March 26, 2026, by and among Madryn Health Partners, LP, Madryn Health Partners (Cayman Master), LP and the Company. Exhibit 99.16 Securities Purchase Agreement, dated as of March 26, 2026, by and among Madryn Health Partners, LP, Madryn Health Partners (Cayman Master), LP, EW Healthcare Partners, L.P., WE Healthcare Partners-A, L.P., the Company and the guarantors party thereto. Exhibit 99.17 Securities Purchase Agreement, dated as of March 26, 2026, by and among Madryn Health Partners, LP, Madryn Health Partners (Cayman Master), LP, and HealthQuest Partners II, L.P.. Exhibit 99.18 Contribution and Exchange Agreement, dated as of March 30, 2026, by and among Madryn Health Partners, LP, Madryn Health Partners (Cayman Master), LP and Venus Merger Holdings Corporation. Exhibit 99.19 Certificate of Ownership and Merger, filed March 30, 2026.