Venus Concept Inc. Files 8-K/A Amendment

TL;DR

Venus Concept filed an amendment to a material agreement, details to follow.

AI Summary

Venus Concept Inc. filed an amendment (8-K/A) on May 29, 2024, related to a material definitive agreement entered into on May 24, 2024. The filing does not provide specific details about the agreement itself, but it serves as an update to a previous report.

Why It Matters

This amendment indicates a formal update to a significant agreement, which could impact the company's operations or financial standing.

Risk Assessment

Risk Level: medium — Amendments to material definitive agreements can signal significant changes or developments that may carry inherent risks.

Key Players & Entities

• Venus Concept Inc. (company) — Registrant
• May 24, 2024 (date) — Date of earliest event reported
• May 29, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 001-38238 (identifier) — SEC File Number
• 06-1681204 (identifier) — IRS Employer Identification Number
• 235 Yorkland Blvd , Suite 900 Toronto , Ontario M2J 4Y8 (address) — Principal executive offices
• Restoration Robotics, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share VERO The Nasdaq
• $35,000,000 — pt USA, Inc. (" Venus USA "), exchanged $35,000,000 in aggregate principal amount outstandi
• $17,142,009 — (the " MSLP Loan Agreement "), for (i) $17,142,009 in aggregate principal amount of new se
• $52,142,009 — as disclosed in the Original Report, to $52,142,009 and (ii) the description of the New Not

Filing Documents

• ef20030213_8ka.htm (8-K/A) — 28KB
• 0001140361-24-027815.txt ( ) — 161KB
• vero-20240524.xsd (EX-101.SCH) — 4KB
• vero-20240524_lab.xml (EX-101.LAB) — 21KB
• vero-20240524_pre.xml (EX-101.PRE) — 16KB
• ef20030213_8ka_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Explanatory Note On May 28, 2024, Venus Concept Inc. (the " Company ") filed a Current Report on Form 8-K (the " Original Report ") to report that, on May 24, 2024, the Company and its wholly owned subsidiary, Venus Concept USA, Inc. (" Venus USA "), exchanged $35,000,000 in aggregate principal amount outstanding under that certain Loan and Security Agreement (Main Street Priority Loan), dated December 8, 2020, among Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP, as lenders, and Venus USA, as borrower (the " MSLP Loan Agreement "), for (i) $17,142,009 in aggregate principal amount of new secured convertible notes of Venus USA issued under the MSLP Loan Agreement (the " New Notes ") and (ii) 576,986 shares of newly-created convertible preferred stock of the Company, designated as "Series Y Convertible Preferred Stock." This Amendment No. 1 to the Original Report (this " Amendment ") amends Item 1.01 of the Original Report to correct (i) the amount of indebtedness exchanged under the MSLP Loan Agreement from $35,000,000, as disclosed in the Original Report, to $52,142,009 and (ii) the description of the New Notes from new secured convertible notes, as disclosed in the Original Report, to new secured notes. Other than the foregoing amendments to Item 1.01 of the Original Report, the Original Report remains unchanged. The Original Report is incorporated herein by reference, and any and all references to the Original Report made in this Amendment are qualified by reference to the Original Report.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VENUS CONCEPT INC. Date: May 29, 2024 By: /s/ Domenic Della Penna Domenic Della Penna Chief Financial Officer

View Full Filing

View this 8-K/A filing on SEC EDGAR