Venus Concept Inc. Enters Material Definitive Agreement

TL;DR

Venus Concept signed a big deal on Jan 28th, filing shows.

AI Summary

Venus Concept Inc. entered into a Material Definitive Agreement on January 28, 2025. The filing also includes financial statements and exhibits related to this agreement. The company, formerly known as Restoration Robotics, Inc., is incorporated in Delaware and headquartered in Toronto, Ontario.

Why It Matters

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

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, the specifics of which are not detailed in this initial 8-K filing.

Key Players & Entities

• Venus Concept Inc. (company) — Registrant
• January 28, 2025 (date) — Date of earliest event reported
• Restoration Robotics, Inc. (company) — Former company name
• 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
• $8,237,906.85 — ch amount was subsequently increased to $8,237,906.85. 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
• $1,200,000 — ty Agreement in the principal amount of $1,200,000. The sixth drawdown under the Loan and
• $1,500,000 — ty Agreement in the principal amount of $1,500,000. On January 28, 2025, the Loan Parties
• $6,000,000 — n the Loan and Security Agreement, from $6,000,000 to $11,000,000 and (ii) extend the matu
• $11,000,000 — Security Agreement, from $6,000,000 to $11,000,000 and (ii) extend the maturity date of th
• $3,000,000 — ty Agreement in the principal amount of $3,000,000 (the "Sixth Delayed Drawdown"). The Six

Filing Documents

• ef20042697_8k.htm (8-K) — 36KB
• ef20042697_ex10-1.htm (EX-10.1) — 58KB
• ef20042697_ex10-2.htm (EX-10.2) — 42KB
• 0001140361-25-002746.txt ( ) — 289KB
• vero-20250128.xsd (EX-101.SCH) — 4KB
• vero-20250128_lab.xml (EX-101.LAB) — 21KB
• vero-20250128_pre.xml (EX-101.PRE) — 16KB
• ef20042697_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Consent Agreement On January 28, 2025, 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 February 28, 2025, and (ii) to permit Venus USA to apply the February 8, 2025 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. Eleventh Bridge Loan Amendment and Sixth Delayed 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 (as amended), the Lenders have agreed to provide the Borrower with bridge financing (the "Bridge Financing") in the form of

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 10.1 Consent Agreement dated January 28, 2025, 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 Eleventh Amendment to Bridge Loan Agreement, dated January 28, 2025, 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: January 31, 2025 By: /s/ Domenic Della Penna Domenic Della Penna Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR