Venus Concept Inc. Enters Material Definitive Agreement

TL;DR

Venus Concept just signed a big deal, watch their financials.

AI Summary

Venus Concept Inc. entered into a Material Definitive Agreement on April 23, 2024, which involves a direct financial obligation. The company, formerly known as Restoration Robotics, Inc., filed this 8-K report on April 24, 2024, detailing the agreement and its financial implications.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Venus Concept Inc., which could impact its financial health and future operations.

Risk Assessment

Risk Level: medium — Entering into new material definitive agreements and financial obligations can introduce financial risks and uncertainties for a company.

Key Players & Entities

• Venus Concept Inc. (company) — Registrant
• Restoration Robotics, Inc. (company) — Former Company Name
• April 23, 2024 (date) — Date of earliest event reported
• April 24, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share VERO The Nasdaq
• $2,237,906.85 — oan in the original principal amount of $2,237,906.85 and one or more delayed draw term loans
• $2,762,093.15 — up to an additional principal amount of $2,762,093.15. The Bridge Financing matures on May 26

Filing Documents

• ef20027539_8k.htm (8-K) — 32KB
• ef20027539_ex10-1.htm (EX-10.1) — 188KB
• 0001140361-24-021708.txt ( ) — 396KB
• vero-20240423.xsd (EX-101.SCH) — 4KB
• vero-20240423_lab.xml (EX-101.LAB) — 21KB
• vero-20240423_pre.xml (EX-101.PRE) — 16KB
• ef20027539_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On April 23, 2024, Venus Concept Inc. (the "Company") entered into a Loan and Security Agreement (the "Loan and Security Agreement"), by and among Venus Concept USA Inc. (the "Borrower"), Venus Concept Canada Corp. ("Venus Canada"), Venus Concept Ltd. ("Venus Israel", and together with the Company and Venus Canada, the "Guarantors," and together with the Borrower, the "Loan Parties"), each lender party thereto (collectively, the "Lenders") and Madryn Health Partners, LP, as administrative agent ("Madryn"). Pursuant to the Loan and Security Agreement, the Lenders have agreed to provide the Borrower with bridge financing (the "Bridge Financing") in the form of a term loan in the original principal amount of $2,237,906.85 and one or more delayed draw term loans of up to an additional principal amount of $2,762,093.15. The Bridge Financing matures on May 26, 2024 (the "Maturity Date"). Pursuant to the Loan and Security Agreement, each of the Guarantors, jointly and severally, absolutely and unconditionally guarantees, as primary obligor and not merely as surety, that the Obligations (as defined in the Loan and Security Agreement) will be performed and paid in full in cash when due and payable, whether at the stated or accelerated maturity thereof or otherwise, this guarantee being a guarantee of payment and not of collectability and being absolute and in no way conditional or contingent. Borrowings under the Bridge Financing will bear interest at a rate per annum equal to 12%. On the Maturity Date, the Loan Parties are obligated to make a payment equal to all unpaid principal and accrued interest. The Loan and Security Agreement also provides that all present and future indebtedness and the obligations of the Borrower to Madryn shall be secured by a priority security interest in all real and personal property collateral of the Loan Parties. The Loan and Security Agreement contains customary representations, wa

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The applicable information set forth in Item 1.01 of this Form 8-K is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 10.1 Loan and Security Agreement by and among Venus Concept USA Inc., Venus Concept Inc., Venus Concept Canada Corp., Venus Concept Ltd and Madryn Health Partners, LP dated April 23, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 24, 2024 By: /s/ Domenic Della Penna Domenic Della Penna Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR