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 September 26, 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. Additionally, a Regulation FD disclosure and other events were reported, 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 equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• Venus Concept Inc. (company) — Registrant
• September 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share VERO The Nasdaq
• $17,662,287.79 b — exchange (the " Exchange ") the entire $17,662,287.79 balance outstanding under that certain Lo
• $2,662,287.79 — , the " MSLP Loan Agreement "), for (i) $2,662,287.79 in aggregate principal amount of new se
• $73.68 — k issued in the Exchange were priced at $73.68 per share (the " Issuance Price "), bei
• $5 million — e Company's compliance with the minimum $5 million stockholders' equity requirement for in

Filing Documents

• ef20036350_8k.htm (8-K) — 59KB
• ef20036350_ex3-1.htm (EX-3.1) — 10KB
• ef20036350_ex10-1.htm (EX-10.1) — 249KB
• ef20036350_ex10-2.htm (EX-10.2) — 43KB
• ef20036350_ex10-3.htm (EX-10.3) — 173KB
• ef20036350_ex10-4.htm (EX-10.4) — 58KB
• ef20036350_ex10-5.htm (EX-10.5) — 54KB
• ef20036350_ex99-1.htm (EX-99.1) — 8KB
• ef20036350_ex99-2.htm (EX-99.2) — 72KB
• 0001140361-24-042112.txt ( ) — 1004KB
• vero-20240926.xsd (EX-101.SCH) — 4KB
• vero-20240926_lab.xml (EX-101.LAB) — 22KB
• vero-20240926_pre.xml (EX-101.PRE) — 16KB
• ef20036350_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Exchange Agreement On September 26, 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 ") the entire $17,662,287.79 balance 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) $2,662,287.79 in aggregate principal amount of new secured notes of Venus USA to be issued under the MSLP Loan Agreement (the " New Notes ") and (ii) 203,583 shares of the Company's Series Y Convertible Preferred Stock (" Series Y Preferred Stock "). The Exchange closed on September 26, 2024. The shares of Series Y Preferred Stock issued in the Exchange were priced at $73.68 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 February 28, 2025, 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 of this Current Report on Form 8K. The Exchange Agreement contain

02

Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K pertaining to the issuance of the Series Y Preferred Stock in the Exchange is incorporated by reference into this Item 3.02.

03

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment to Certificate of Designations of Series Y Preferred Stock On September 26, 2024, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware (the " Certificate of Amendment "), thereby amending the Certificate of Designations with respect to the Series Y Preferred Stock, as previously filed with the Secretary of State of the State of Delaware on May 24, 2024 (the " Certificate of Designations "). The Certificate of Amendment amended the Certificate of Designations to increase the authorized number of shares of Series Y Preferred Stock from 600,000 to 900,000, among other minor amendments. The Certificate of Amendment became effective with the Secretary of State of the State of Delaware upon filing. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed hereto as Exhibit 3.1.

01

Item 7.01. Regulation FD Disclosure. On September 27, 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 The unaudited pro forma balance sheet included as Exhibit 99.2 has been prepared to illustrate the impact of the transactions described above that followed the close of the Company's second fiscal quarter ended June 30, 2024, resulting in the Company's compliance with the minimum $5 million stockholders' equity requirement for initial listing on The Nasdaq Capital Market. In that regard, the Company believes that as of the date of this Form 8-K filing, stockholders' equity exceeds $5 million. The unaudited pro forma balance sheet is based on the Company's unaudited balance sheet as of June 30, 2024, as contained in the Company's 10-Q for the quarter ended June 30, 2024, filed with the Securities and Exchange Commission on August 13, 2024, adjusted to reflect the subsequent events after the balance sheet date of June 30, 2024, through the date of filing, as if the events occurred on June 30, 2024. This unaudited pro forma balance sheet is for informational purposes only, and should be read in conjunction with the more detailed unaudited condensed consolidated financial statements and related notes thereto included in the Company's Form 10-Q for the quarter ended June 30, 2024. 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," "future," "intends," "may," "should," "could," "estimates," "predicts," "potential," "continue," "guidance," and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements include, but are not

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 3.1 Certificate of Amendment of Series Y Convertible Preferred Stock 10.1 Exchange Agreement, dated September 26, 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 September 26, 2024, of Venus Concept USA Inc. 10.3 Amended and Restated Registration Rights Agreement, dated September 26, 2024, by and among Venus Concept Inc., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP 10.4 Third Loan Amendment, First Subordination Agreement Amendment and Consent Agreement, dated September 26, 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 Seventh Amendment to Bridge Loan Agreement, dated September 26, 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 September 27, 2024 99.2 Unaudited Pro Forma Balance Sheet of the Company as of June 30, 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: September 27, 2024 By: /s/ Domenic Della Penna Domenic Della Penna Chief Financial Officer

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View this 8-K filing on SEC EDGAR