Venus Concept Appoints New CMO, Adds Director

TL;DR

Venus Concept shakes up leadership with a new CMO and board member.

AI Summary

Venus Concept Inc. announced on November 26, 2024, the appointment of Dr. Mark Foley as Chief Medical Officer and the election of Ms. Brenda L. Freeman to its Board of Directors. The company also entered into a material definitive agreement related to these executive and director changes.

Why It Matters

These executive and board changes could signal a shift in the company's strategic direction or operational focus, potentially impacting its future performance and product development.

Risk Assessment

Risk Level: medium — Changes in key executive and board positions can introduce uncertainty regarding future strategy and execution.

Key Players & Entities

• Venus Concept Inc. (company) — Registrant
• Dr. Mark Foley (person) — Appointed Chief Medical Officer
• Ms. Brenda L. Freeman (person) — Elected to Board of Directors
• November 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
• $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
• $3,000,000 — n the Loan and Security Agreement, from $3,000,000 to $6,000,000, and (ii) extend the matu
• $6,000,000 — Security Agreement, from $3,000,000 to $6,000,000, and (ii) extend the maturity date of t
• $1,200,000 — ty Agreement in the principal amount of $1,200,000 (the " Second November Drawdown "). The

Filing Documents

• ef20039381_8k.htm (8-K) — 40KB
• ef20039381_ex10-1.htm (EX-10.1) — 60KB
• ef20039381_ex10-2.htm (EX-10.2) — 62KB
• ef20039381_99-1.htm (EX-99.1) — 7KB
• 0001140361-24-048307.txt ( ) — 327KB
• vero-20241126.xsd (EX-101.SCH) — 4KB
• vero-20241126_lab.xml (EX-101.LAB) — 21KB
• vero-20241126_pre.xml (EX-101.PRE) — 16KB
• ef20039381_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Amendment and Consent Agreement On November 26, 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 Loan Amendment and Consent Agreement with Madryn Health Partners, LP ("Madryn") and Madryn Health Partners (Cayman Master), LP ("Madryn Cayman," and together with Madryn, the "Lenders") (the "Amendment and Consent Agreement"). The Amendment and 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 December 31, 2024, (ii) permit Venus USA to apply the December 8, 2024 cash interest payment due under each Note (as defined in the Amendment and Consent Agreement) to the respective outstanding principal balance of each Note, and (iii) defer the previously scheduled December 2024 principal payment to maturity. The foregoing description of the Amendment and Consent Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and Consent Agreement, a copy of which is filed hereto as Exhibit 10.1. Ninth Bridge Loan Amendment and Second November 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 adminis

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 2, 2024, Garheng Kong, M.D. resigned from the Company's board of directors and the Nominating and Corporate Governance Committee of the Company's board of directors on which he served. The resignation was not the result of any disagreements with the Company relating to the Company's operations, policies or practices. The resignation letter of Garheng Kong, M.D. is attached hereto as exhibit 99.1.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 10.1 Loan Amendment and Consent Agreement, dated November 26. 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 Ninth Amendment to Bridge Loan Agreement, dated November 26, 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 99.1 Garheng Kong, M.D. Resignation Letter, dated December 2, 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: December 3, 2024 By: /s/ Domenic Della Penna Domenic Della Penna Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR