Venus Concept Inc. Files 8-K for Material Definitive Agreement

TL;DR

Venus Concept (VCO) filed an 8-K for a material definitive agreement. Big news coming.

AI Summary

Venus Concept Inc. announced on October 30, 2024, that it entered into a Material Definitive Agreement. The company, formerly known as Restoration Robotics, Inc., is incorporated in Delaware and headquartered in Toronto, Ontario. This filing is a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant contractual development for Venus Concept Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Numbers

• 001-38238 — SEC File Number (Identifies the company's filing history with the SEC.)
• 06-1681204 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• Venus Concept Inc. (company) — Registrant
• Restoration Robotics, Inc. (company) — Former company name
• October 30, 2024 (date) — Date of earliest event reported
• 20241104 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Toronto, Ontario (location) — 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, which amount was subsequently increase
• $5,237,906.85 — ch amount was subsequently increased to $5,237,906.85. Borrowings under the Bridge Financing
• $2,237,906.85 — a term loan in the principal amount of $2,237,906.85. The second drawdown under the Loan an
• $1,000,000 — ty Agreement in the principal amount of $1,000,000. The third drawdown under the Loan and

Filing Documents

• ef20038110_8k.htm (8-K) — 37KB
• ef20038110_ex10-1.htm (EX-10.1) — 54KB
• ef20038110_ex10-2.htm (EX-10.2) — 50KB
• 0001140361-24-045115.txt ( ) — 295KB
• vero-20241030.xsd (EX-101.SCH) — 4KB
• vero-20241030_lab.xml (EX-101.LAB) — 21KB
• vero-20241030_pre.xml (EX-101.PRE) — 16KB
• ef20038110_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Consent Agreement On October 31, 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 November 30, 2024, and (ii) permit Venus USA to apply the November 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

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 10.1 Consent Agreement, dated October 31, 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 Eighth 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: November 4, 2024 By: /s/ Domenic Della Penna Domenic Della Penna Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR