Venus Concept Inc. Enters Material Definitive Agreement

TL;DR

Venus Concept signed a big deal, details TBD.

AI Summary

Venus Concept Inc. announced on July 26, 2024, that it entered into a Material Definitive Agreement. The filing does not provide specific details about the agreement, its terms, or any associated dollar amounts. The company is incorporated in Delaware and its principal executive offices are located in Toronto, Ontario.

Why It Matters

This filing indicates a significant new contract or partnership for Venus Concept Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty about its nature and potential impact.

Key Players & Entities

• Venus Concept Inc. (company) — Registrant
• July 26, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Toronto, Ontario (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share VERO The Nasdaq
• $5,000,000 — an aggregate principal amount of up to $5,000,000. Borrowings under the Bridge Financing
• $2,237,906.85 — a term loan in the principal amount of $2,237,906.85. On July 26, 2024, the Lenders agreed
• $1,000,000 — ty Agreement in the principal amount of $1,000,000 (the " July Drawdown "). The July Drawd
• $2,762,093.20 — n the Loan and Security Agreement, from $2,762,093.20 to $3,000,000, and (iii) extend the mat
• $3,000,000 — curity Agreement, from $2,762,093.20 to $3,000,000, and (iii) extend the maturity date of

Filing Documents

• ef20033406_8k.htm (8-K) — 36KB
• ef20033406_ex10-1.htm (EX-10.1) — 49KB
• ef20033406_ex10-2.htm (EX-10.2) — 46KB
• 0001140361-24-035327.txt ( ) — 283KB
• vero-20240726.xsd (EX-101.SCH) — 4KB
• vero-20240726_lab.xml (EX-101.LAB) — 21KB
• vero-20240726_pre.xml (EX-101.PRE) — 16KB
• ef20033406_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Consent Agreement On July 29, 2024, Venus Concept Inc. (the " Company "), Venus Concept USA, Inc., a wholly-owned subsidiary of the Company (" Venus USA " or " Borrower "), 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 granted relief under the Loan and Security Agreement (Main Street Priority Loan), dated December 8, 2020, among the Lenders, as lenders, and Venus USA, as borrower (the " MSLP Loan Agreement "), such that (i) certain minimum liquidity requirements under the MSLP Loan Agreement are waived through August 30, 2024, and (ii) permit Venus USA to apply the August 8, 2024 cash interest payment due under each Note (as defined in the Consent Agreement) to the respective outstanding principal balance of each Note. 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. Bridge Loan Drawdown As previously disclosed, on April 23, 2024, the Loan Parties entered into a Loan and Security Agreement (the " Loan and Security Agreement "), among the Borrower, as borrower, the Company, Venus Canada and Venus Israel, collectively as guarantors, the Lenders, as lenders, and Madryn, as administrative agent. 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 one or more draws

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 10.1 Consent Agreement, dated July 29, 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 Fifth Amendment to Bridge Loan Agreement, dated July 29, 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: August 1, 2024 By: /s/ Domenic Della Penna Domenic Della Penna Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR