Venus Concept Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Venus Concept filed an 8-K detailing a new material agreement and equity sales.

AI Summary

Venus Concept Inc. announced on May 24, 2024, that it entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. This filing also includes Regulation FD disclosures and other events, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Venus Concept Inc., including a new material agreement and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• Venus Concept Inc. (company) — Registrant
• May 24, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-38238 (commission_file_number) — SEC File Number
• 06-1681204 (irs_number) — IRS Employer Identification Number

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share VERO The Nasdaq
• $35,000,000 — s agreed to exchange (the " Exchange ") $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
• $60.66 — k issued in the Exchange were priced at $60.66 per share (the " Issuance Price "), bei
• $30,000,000 — Common Stock) that raises no less than $30,000,000 in gross proceeds, among other requirem
• $2.5 million — d March 31, 2023, was below the minimum $2.5 million requirement for continued listing under

Filing Documents

• ef20030043_8k.htm (8-K) — 66KB
• ef20030043_ex3-1.htm (EX-3.1) — 100KB
• ef20030043_ex10-1.htm (EX-10.1) — 197KB
• ef20030043_ex10-2.htm (EX-10.2) — 56KB
• ef20030043_ex10-3.htm (EX-10.3) — 167KB
• ef20030043_ex10-4.htm (EX-10.4) — 381KB
• ef20030043_ex10-5.htm (EX-10.5) — 42KB
• ef20030043_ex10-6.htm (EX-10.6) — 36KB
• ef20030043_ex99-1.htm (EX-99.1) — 9KB
• image2.jpg (GRAPHIC) — 11KB
• image3.jpg (GRAPHIC) — 11KB
• 0001140361-24-027551.txt ( ) — 1451KB
• vero-20240524.xsd (EX-101.SCH) — 4KB
• vero-20240524_lab.xml (EX-101.LAB) — 22KB
• vero-20240524_pre.xml (EX-101.PRE) — 16KB
• ef20030043_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Exchange Agreement On May 24, 2024, Venus Concept Inc. (the " Company ") and Venus Concept USA, Inc., a wholly-owned subsidiary of the Company (" Venus USA "), entered into an Exchange Agreement (the " Exchange Agreement ") with Madryn Health Partners, LP (" Madryn ") and Madryn Health Partners (Cayman Master), LP (" Madryn Cayman ," and together with Madryn, the " Lenders "). Pursuant to the Exchange Agreement, the Lenders agreed to exchange (the " Exchange ") $35,000,000 in aggregate principal amount outstanding under that certain Loan and Security Agreement (Main Street Priority Loan), dated December 8, 2020, among the Lenders, as lenders, and Venus USA, as borrower (as amended from time to time, the " MSLP Loan Agreement "), for (i) $17,142,009 in aggregate principal amount of new secured convertible notes of Venus USA to be 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" (" Series Y Preferred Stock "). The Exchange closed on May 24, 2024. The shares of Series Y Preferred Stock issued in the Exchange were priced at $60.66 per share (the " Issuance Price "), being equal to the product of (i) the average closing price (as reflected on Nasdaq.com) of the Company's common stock (" Common Stock ") for the five trading days immediately preceding date of the Exchange Agreement , multiplied by (ii) 100 (the " Multiplication Factor "). Under the Exchange Agreement, the Company is required to hold a special meeting of shareholders no later than December 31, 2024, or such later date as agreed by the parties, for the purpose of eliminating any limitations on the convertibility of the Series Y Preferred Stock under the rules and regulations of the Nasdaq Stock Market LLC (" Nasdaq "). The terms of the Series Y Preferred Stock are further described below under Item 5.03

02

Item 3.02. Unregistered Sales of Equity Securities. The information contained in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

03

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. Certificate of Designations of Series Y Preferred Stock On May 24, 2024, the Company filed a Certificate of Designations with respect to the Series Y Preferred Stock (the " Certificate of Designations ") with the Secretary of State of the State of Delaware, thereby creating the Series Y Preferred Stock. The Certificate of Designations authorizes the issuance of up to 600,000 shares of Series Y Preferred Stock. The Series Y Preferred Stock is convertible into shares of Common Stock on a 1-for-100 basis (with 100 being equal to the Multiplication Factor used to determine the Issuance Price) (i) at the option of the holder, in whole or in part, at any time upon delivery of a valid conversion notice of the Company or (ii) automatically upon the Company completing an equity financing for Common Stock (or convertible preferred stock, provided that under such circumstances such financing will not be deemed completed until such preferred stock has been fully converted into Common Stock) that raises no less than $30,000,000 in gross proceeds, among other requirements as set forth in the Certificate of Designations. Notwithstanding the foregoing, the Series Y Preferred Stock is subject to limitations on convertibility to the extent necessary to comply with the rules and regulations of Nasdaq. 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, including the Common Stock, the Company's Series X convertible preferred stock, the Company's senior voting convertible preferred stock (the " Senior Preferred Stock ") and the Company's junior voting convertible preferred stock (the " Junior Preferred Stock "). Such liquidation preference is subject to customary adjustment for any stock dividend, stock

01

Item 7.01. Regulation FD Disclosure. On May 28, 2024, the Company issued a press release regarding the Exchange and related transactions. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1 incorporated by reference herein, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that Section, nor incorporated by reference in any filing under the Securities or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01

Item 8.01. Other Items. Nasdaq Stockholders' Equity Requirement A s previously disclosed, on May 31, 2023, the Company received a written notice from the Listing Qualifications Department of Nasdaq (the " Nasdaq Staff ") stating that the Company's stockholders' equity, as reported in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2023, was below the minimum $2.5 million requirement for continued listing under Nasdaq Listing Rule 5550(b)(1) (the " Minimum Equity Requirement "). On March 20, 2024, the Company received a decision from the Nasdaq Hearings Panel (the " Panel ") granting the Company's request for continued listing on the Nasdaq Capital Market, subject to the Company demonstrating compliance with the Minimum Equity Requirement on or before May 28, 2024, among other conditions. The Company was further advised that May 28, 2024 represents the full extent of the Panel's discretion to grant continued listing while the Company is non-compliant with the Minimum Equity Requirement. As a result of the Exchange, as of the date of this Current Report on Form 8-K, the Company believes it has stockholders' equity in excess of the Minimum Equity Requirement. However, Nasdaq has not yet determined whether the Company has regained compliance with the Minimum Equity Requirement, and until Nasdaq has determined that the Company is compliant with all applicable listing standards, there can be no assurance that the Common Stock will remain listed on the Nasdaq Capital Market. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking" statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. In some cases, readers can identify these statements by words such as such as "anticipates," "believes," "plans," "expects," "projects,"

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 3.1 Certificate of Designations of Series Y Convertible Preferred Stock 10.1 Exchange Agreement, dated May 24, 2024, by and among Venus Concept Inc., Venus Concept USA Inc., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP 10.2 Form of Promissory Note, dated May 24, 2024, of Venus Concept USA Inc. 10.3 Registration Rights Agreement, dated May 24, 2024, by and among Venus Concept Inc., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP 10.4 Loan Amendment and Consent Agreement, dated May 24, 2024, by and among Venus Concept Inc., Venus Concept USA Inc., Venus Concept Ltd., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP 10.5 Amendment to Secured Subordinated Convertible Notes, dated May 24, 2024, by and among Venus Concept Inc., Venus Concept USA Inc., Venus Concept Ltd., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP 10.6 Bridge Loan Amendment Agreement, dated May 24, 2024, by and among Venus Concept Inc., Venus Concept USA Inc., Venus Concept Ltd., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP 99.1 Press release, dated May 28, 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: May 28, 2024 By: /s/ Domenic Della Penna Domenic Della Penna Chief Financial Officer

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View this 8-K filing on SEC EDGAR