Venus Concept Inc. Files 8-K for Material Agreement

TL;DR

Venus Concept Inc. just filed an 8-K for a new material agreement - big moves ahead?

AI Summary

Venus Concept Inc. filed an 8-K on October 31, 2025, reporting an entry into a material definitive agreement and financial statements/exhibits. The filing date is October 31, 2025, with the earliest event reported on October 28, 2025. The company, formerly known as Restoration Robotics, Inc., is incorporated in Delaware and headquartered in Toronto, Ontario.

Why It Matters

This 8-K filing indicates a significant new agreement for Venus Concept Inc., which could impact its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 001-38238 — SEC File Number (Identifies the company's filings 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 28, 2025 (date) — Earliest event reported date
• October 31, 2025 (date) — Report date and filing date
• 235 Yorkland Blvd , Suite 900 Toronto , Ontario M2J 4Y8 (address) — 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 increased
• $28,237,906.85 — ch amount was subsequently increased to $28,237,906.85. 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

Filing Documents

• ef20058121_8k.htm (8-K) — 42KB
• ef20058121_ex10-1.htm (EX-10.1) — 53KB
• ef20058121_ex10-2.htm (EX-10.2) — 51KB
• 0001140361-25-040035.txt ( ) — 292KB
• vero-20251028.xsd (EX-101.SCH) — 4KB
• vero-20251028_lab.xml (EX-101.LAB) — 21KB
• vero-20251028_pre.xml (EX-101.PRE) — 16KB
• ef20058121_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. MSLP Consent Agreement On October 31, 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" or the "Holders") (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, 2025, and (ii) Venus USA is permitted to apply the November 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. Twenty First Bridge Loan Amendment On October 31, 2025, the Loan Parties entered into a Twenty First Bridge Loan Amendment Agreement with the Lenders (the "Twenty First Bridge Loan Amendment"). The Twenty First Bridge Loan Amendment amended that certain Loan and Security Agreement, dated April 23, 2024, among Venus USA, as borrower, the Company, Venus Canada and Venus Israel, as guarantors, and the Lenders, as lenders (as amended from time to time, the "Bridge Loan"), such that (i) the maturity date of

Financial Statements and Exhibits

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

View Full Filing

View this 8-K filing on SEC EDGAR