Venus Concept Inc. Files 8-K with Material Agreements & Equity Sales

TL;DR

Venus Concept filed an 8-K detailing new deals and stock sales as of Sept 30, 2025.

AI Summary

Venus Concept Inc. filed an 8-K on October 2, 2025, reporting on several key events as of September 30, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, amendments to its articles of incorporation or bylaws, and a Regulation FD disclosure. The filing also contains financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on Venus Concept's corporate actions, including significant agreements and equity transactions, which could impact its financial standing and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant corporate changes or financial activities that carry inherent risks.

Key Players & Entities

• Venus Concept Inc. (company) — Registrant
• Restoration Robotics, Inc. (company) — Former Company Name
• 20251002 (date) — Filing Date
• 20250930 (date) — Period of Report Date

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share VERO The Nasdaq
• $4,105,696.60 — 25, in the original principal amount of $4,105,696.60 (the " Existing Madryn Note "), for 20
• $6,990,782 — "), in the original principal amount of $6,990,782.23, for 343,561 shares of Series Y Pref
• $21.05 — 5. The Preferred Shares were priced at $21.05 per share, being equal to the product o
• $21,000,000 — crease the delayed draw commitment from $21,000,000 to $26,000,000. The foregoing descript
• $26,000,000 — yed draw commitment from $21,000,000 to $26,000,000. The foregoing description of the Twen

Filing Documents

• ef20056518_8k.htm (8-K) — 56KB
• ef20056518_ex3-1.htm (EX-3.1) — 10KB
• ef20056518_ex10-1.htm (EX-10.1) — 164KB
• ef20056518_ex10-2.htm (EX-10.2) — 187KB
• ef20056518_ex10-3.htm (EX-10.3) — 59KB
• ef20056518_ex10-4.htm (EX-10.4) — 388KB
• ef20056518_ex99-1.htm (EX-99.1) — 8KB
• image0.jpg (GRAPHIC) — 1KB
• 0001140361-25-037107.txt ( ) — 1197KB
• vero-20250930.xsd (EX-101.SCH) — 4KB
• vero-20250930_lab.xml (EX-101.LAB) — 22KB
• vero-20250930_pre.xml (EX-101.PRE) — 16KB
• ef20056518_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Exchange Agreement On September 30, 2025, Venus Concept Inc. (the " Company ") 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 " Holders "), pursuant to which the Holders agreed to exchange (the " Exchange "): (i) that certain Secured Subordinated Convertible Note issued by the Company in favor of Madryn, dated June 30, 2025, in the original principal amount of $4,105,696.60 (the " Existing Madryn Note "), for 201,774 shares of the Company's convertible preferred stock, par value $0.0001 per share, designated as "Series Y Convertible Preferred Stock" (the " Series Y Preferred Stock "), to be issued by the Company to Madryn (the " Madryn Shares "); and (ii) that certain Secured Subordinated Convertible Note issued by the Company in favor of Madryn Cayman, dated June 30, 2025 (the " Existing Madryn Cayman Note ," and together with the Existing Madryn Note, the " Existing Notes "), in the original principal amount of $6,990,782.23, for 343,561 shares of Series Y Preferred Stock to be issued by the Company to Madryn Cayman (the " Madryn Cayman Shares ," and together with the Madryn Shares, the " Preferred Shares "). The Exchange closed on September 30, 2025. The Preferred Shares were priced at $21.05 per share, being equal to the product of (i) the average closing price (as reflected on Nasdaq.com) of the Company's common stock, par value $0.0001 per share (" Common Stock "), for the five trading days immediately preceding the date of the Exchange Agreement , multiplied by (ii) 9.0909 (being the number of shares of Common Stock into which each Preferred Share converts). At the next annual or special meeting of shareholders of the Company, or such later date as agreed by the parties, the Company is required to include in the proxy materials for s

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 Preferred Shares 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 30, 2025, as required by the Exchange Agreement, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware (the " Series Y 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 and as previously amended on September 26, 2024, March 31, 2025, June 30, 2025 and August 6, 2025 (the " Series Y COD "). The Series Y Amendment amended the Series Y COD to, among other things, increase the authorized shares of Series Y Preferred Stock from 1,500,000 to 2,100,000. The Series Y Amendment became effective with the Secretary of State of the State of Delaware upon filing.

01

Item 7.01. Regulation FD Disclosure. On October 2, 2025, 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. 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 are based on current expectations, estimates, forecasts, and projections about the Company's business and the industry in which the Company operates and management's beliefs and assumptions and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond the Company's control. As a result, any or all of the Company's forward-looking statements in this Current Report on Form 8-K may turn out to be inaccurate. Factors that could materially affect the Company's business operations and f

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 3.1 Certificate of Amendment of Series Y Convertible Preferred Stock, dated September 30, 2025 10.1 Exchange Agreement, dated September 30, 2025, by and among Venus Concept Inc., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP 10.2 Fourth Amended and Restated Registration Rights Agreement, dated September 30, 2025, by and among Venus Concept Inc., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP 10.3 Consent Agreement, dated September 30, 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 10.4 Twentieth Bridge Loan Amendment Agreement dated September 30, 2025, by and among Venus Concept Inc., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP 99.1 Press release, dated October 2, 2025 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: October 2, 2025 By: /s/ Domenic Della Penna Domenic Della Penna Chief Financial Officer

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View this 8-K filing on SEC EDGAR