Venus Concept Inc. Files 8-K on Material Agreements and Shareholder Votes

TL;DR

Venus Concept filed an 8-K: new deals and shareholder votes are happening.

AI Summary

Venus Concept Inc. filed an 8-K on June 10, 2024, reporting on events that occurred on June 5, 2024. The filing indicates the entry into a material definitive agreement and the submission of matters to a vote of security holders. It also includes financial statements and exhibits.

Why It Matters

This filing signals significant corporate actions, including new agreements and shareholder decisions, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and matters submitted to a vote, suggesting significant corporate events that could carry inherent risks.

Key Players & Entities

• Venus Concept Inc. (company) — Registrant
• June 5, 2024 (date) — Earliest event reported
• June 10, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 235 Yorkland Blvd , Suite 900 Toronto , Ontario M2J 4Y8 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share VERO The Nasdaq

Filing Documents

• ef20030942_8k.htm (8-K) — 39KB
• ef20030942_ex10-1.htm (EX-10.1) — 42KB
• ef20030942_ex10-2.htm (EX-10.2) — 41KB
• 0001140361-24-029569.txt ( ) — 273KB
• vero-20240605.xsd (EX-101.SCH) — 4KB
• vero-20240605_lab.xml (EX-101.LAB) — 21KB
• vero-20240605_pre.xml (EX-101.PRE) — 16KB
• ef20030942_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Consent Amendment On June 7, 2024, Venus Concept Inc. (the " Company "), Venus Concept USA, Inc., a wholly-owned subsidiary of the Company (" Venus USA "), Venus Concept Canada Corp., a wholly-owned Canadian subsidiary of the Company (" Venus Canada "), and Venus Concept Ltd., a wholly-owned Israeli subsidiary of the Company (" Venus Israel " and together with the Company, Venus USA and Venus Canada, the " Loan Parties "), entered into a Consent Agreement with Madryn Health Partners, LP (" Madryn ") and Madryn Health Partners (Cayman Master), LP (" Madryn Cayman ," and together with Madryn, the " Lenders ") (the " Consent Agreement "). The Consent Agreement amended the MSLP Loan Amendment entered into between the Loan Parties and the Lenders on May 24, 2024 (the " MSLP Loan Amendment ") to, among other things, grant certain relief from minimum liquidity requirements under the MSLP Loan Amendment. The foregoing description of the Consent Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consent Agreement, a copy of which is filed hereto as Exhibit 10.1. Second Bridge Loan Amendment On June 7, 2024, the Loan Parties entered into a Second Bridge Loan Amendment Agreement with the Lenders (the " Second Bridge Loan Amendment "). The Second Bridge Loan Amendment amended that certain Loan and Security Agreement, dated April 23, 2024, among Venus USA, as borrower, the Company, Venus Canada and Venus Israel, as guarantors, and the Lenders, as lenders (as amended from time to time, the " Bridge Loan "), to extend the maturity date of the Bridge Loan from June 7, 2024 to June 21, 2024. The foregoing description of the Second Bridge Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Bridge Loan Amendment, a copy of which is filed hereto as Exhibit 10.2.

07

Item 5.07. Submission of Matters to a Vote of Security Holders. On June 5, 2024, the Company held its Annual Meeting of Stockholders (the " Annual Meeting "). At the Annual Meeting, the Company's stockholders approved the two proposals listed below. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals are described in detail in the Company's definitive proxy statement for its Annual Meeting. 1. Election of two (2) Class I Directors for a three-year term: Votes For Votes Withheld Broker Non-Votes Rajiv De Silva 8,401,971 84,005 1,298,008 Keith Sullivan 8,326,108 159,868 1,298,008 2. Ratify the selection of MNP LLP as the Company's independent registered public account firm for the fiscal year ending December 31, 2024: Votes For Votes Against Abstentions 9,708,204 16,515 59,265

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 10.1 Consent Agreement, dated June 7, 2024, by and among Venus Concept Inc., Venus Concept Canada Corp., Venus Concept USA Inc., Venus Concept Ltd., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP 10.2 Second Amendment to Bridge Loan Agreement, dated June 7, 2024, by and among Venus Concept USA, Inc., Venus Concept Inc., Venus Concept Canada Corp., Venus Concept Ltd., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP 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: June 10, 2024 By: /s/ Domenic Della Penna Domenic Della Penna Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR