Venus Concept Inc. Files 8-K: Agreements, Officer Changes

TL;DR

Venus Concept Inc. filed an 8-K detailing new agreements and executive/director changes as of Sept 16, 2025.

AI Summary

Venus Concept Inc. announced on September 16, 2025, the entry into a material definitive agreement. The company also reported the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements for these officers. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including new agreements and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with new material agreements, can introduce uncertainty and potential shifts in strategy, warranting a medium risk assessment.

Key Numbers

• 001-38238 — SEC File Number (Identifies the company's filing with the SEC.)
• 06-1681204 — EIN (Employer Identification Number for Venus Concept Inc.)

Key Players & Entities

• Venus Concept Inc. (company) — Registrant
• Restoration Robotics, Inc. (company) — Former Company Name
• September 16, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

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 increased
• $23,237,906.85 — ch amount was subsequently increased to $23,237,906.85. 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. The seventh drawdown under the Loan a
• $3,000,000 — ty Agreement in the principal amount of $3,000,000. The eighth drawdown under the Loan an
• $2,300,000 — ty Agreement in the principal amount of $2,300,000. The ninth drawdown under the Loan and
• $2,000,000 — ty Agreement in the principal amount of $2,000,000. The tenth drawdown under the Loan and
• $715,000 — on completion bonus payment ranges from $715,000 to approximately $2.12 million. Mr. Del
• $2.12 million — t ranges from $715,000 to approximately $2.12 million. Mr. Della Penna's transaction completi
• $338,000 — on completion bonus payment ranges from $338,000 to approximately $1 million. In additi
• $1 million — t ranges from $338,000 to approximately $1 million. In addition, each bonus payment is co

Filing Documents

• ef20055897_8k.htm (8-K) — 39KB
• ef20055897_ex10-1.htm (EX-10.1) — 24KB
• 0001140361-25-035717.txt ( ) — 198KB
• vero-20250916.xsd (EX-101.SCH) — 4KB
• vero-20250916_lab.xml (EX-101.LAB) — 21KB
• vero-20250916_pre.xml (EX-101.PRE) — 16KB
• ef20055897_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Twelfth Delayed Drawdown As previously disclosed, on April 23, 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 and Security Agreement (the "Loan and Security Agreement"), with Madryn Health Partners, LP ("Madryn") and Madryn Health Partners (Cayman Master), LP ("Madryn Cayman," and together with Madryn, the "Lenders) and Madryn, as administrative agent. Pursuant to the Loan and Security Agreement (as amended), the Lenders agreed to provide the Borrower with bridge financing (the "Bridge Financing") in the form of a term loan in one or more draws in an aggregate principal amount of up to $5,000,000 which amount was subsequently increased to $23,237,906.85. Borrowings under the Bridge Financing will bear interest at a rate per annum equal to 12%. On the maturity date of the Bridge Financing, the Loan Parties are obligated to make a payment equal to all unpaid principal and accrued interest. The Loan and Security Agreement also provides that all present and future indebtedness and the obligations of the Borrower to Madryn shall be secured by a priority security interest in all real and personal property collateral of the Loan Parties. The initial drawdown under the Loan and Security Agreement occurred on April 23, 2024, when the Lenders agreed to provide the Borrower with bridge financing in the form of a term loan in the principal amount of $2,237,906.85. The second drawdown under the Loan and Security Agreement occurred on July 26, 2024, when the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On September 16, 2025, the board of directors (the "Board") of Venus Concept Inc. (the "Company") approved the award of transaction completion bonuses to Rajiv De Silva and Domenic Della Penna, (each an "Awardee") to be paid in accordance with transaction completion bonus award letters (each an "Award Letter") upon completion of a Strategic Transaction (as defined the Award Letter). The Awardees are each eligible to receive a transaction completion bonus that will be paid in the form of cash and/or cash equivalents in the manner and ratio proscribed by the Strategic Transaction. The bonus amounts for each Awardee are subject to a range calculated based on the size of the Strategic Transaction. Mr. De Silva's transaction completion bonus payment ranges from $715,000 to approximately $2.12 million. Mr. Della Penna's transaction completion bonus payment ranges from $338,000 to approximately $1 million. In addition, each bonus payment is contingent upon the satisfaction of certain terms and conditions set forth in the respective Award Letters, including, but not limited to, (a) the successful completion of a Strategic Transaction resulting in a change of control, as determined by the Board, within the time period prescribed in the Award Letters and (b) the Awardee is an active, full-time employee of the Company, in good standing as determined in the reasonable discretion of the Board, on the Payment Date (as defined in the Award Letters). The foregoing description of the Award Letters does not purport to be complete and is qualified in its entirety by reference to the provisions of the Award Letters, a form of which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . The following exhibits are filed with this report. Exhibit No. Description 10.1 Form of Transaction Completion Bonus Award Letter 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 22, 2025 By: /s/ Domenic Della Penna Domenic Della Penna Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR