Venus Concept Announces $11.48 Million Debt-to-Equity Exchange Transaction

Rhea-AI Summary

Venus Concept (NASDAQ: VERO) announced that on September 30, 2025 it exchanged the full $11.48 million balance of subordinated convertible notes held by Madryn for 545,335 shares of Series Y preferred stock. Post-transaction, total debt obligations are approximately $30.1 million, a 24% reduction from $39.7 million as of December 31, 2024. Management says the exchange improves financial flexibility to support its transformation plan and return to growth.

Positive

• Debt conversion of $11.48 million completed on Sep 30, 2025
• Total debt reduced to $30.1 million
• Debt decline equals 24% vs $39.7M on Dec 31, 2024
• Issued 545,335 Series Y preferred shares to Madryn

Negative

• Remaining total debt of $30.1 million after exchange
• Issued 545,335 preferred shares — potential shareholder dilution

Insights

Corporate Finance Analyst

Debt-to-equity swap reduces headline leverage by converting $11.48M of subordinated notes into equity.

The Company exchanged $11.48M of subordinated convertible notes held by Madryn on September 30, 2025 for 545,335 shares of Series Y preferred stock, lowering total debt to approximately $30.1M.

Lowering reported debt by 24% versus December 31, 2024 improves the balance-sheet presentation and reduces cash interest or principal pressures tied to those notes.

Monitor the total debt and any future filings for the preferred stock terms to assess long‑term capital structure impact; the September 30, 2025 exchange is the concrete metric disclosed.

Capital Structure Specialist

Transaction swaps subordinated debt for Series Y preferred shares, tightening leverage without disclosed cash flow effects.

The press release confirms a full exchange of the subordinated note balance of $11.48M held by Madryn affiliates into 545,335 Series Y preferred shares, and states total outstanding debt is now about $30.1M.

This action reduces headline debt and may improve covenant metrics or reported leverage ratios; the release does not disclose dividend, conversion, or liquidation preferences tied to the Series Y shares.

Track the preferred stock terms and upcoming SEC filings for further measurable implications; the announced $30.1M post-exchange debt figure is the key disclosed milestone.

Reduction of outstanding debt by Madryn Asset Management continues to improve the Company’s financial position

TORONTO, Oct. 02, 2025 (GLOBE NEWSWIRE) -- Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced today that, on September 30, 2025, the Company exchanged the full $11.48 million balance of its subordinated convertible notes held by affiliates of Madryn Asset Management, LP (“Madryn”) for 545,335 shares of its Series Y preferred stock. Following the transaction, the Company had total debt obligations of approximately $30.1 million, a reduction of 24% compared to $39.7 million outstanding as of December 31, 2024.

“Madryn’s invaluable partnership has provided us with financial flexibility as we work towards sustained long-term growth, profitability, and the execution of our strategic initiatives,” said Rajiv De Silva, Chief Executive Officer of Venus Concept. “The completion of an additional debt exchange reduces our overall debt balance and further optimizes our capital structure.”

“We support Venus’ efforts to return to growth amidst a challenging market environment,” said Avinash Amin, MD, Managing Partner at Madryn Asset Management, LP. “The debt-to-equity exchange announced today is intended to advance Venus’ journey towards completing its transformation plan.”

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. In some cases, you can identify these statements by words such as such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “should,” “could,” “estimates,” “predicts,” “potential,” 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, and projections about our business and the industry in which we operate, as well as 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 our control. As a result, any or all of our forward-looking statements in this communication may turn out to be inaccurate. Factors that could materially affect our business operations and financial performance and condition include, but are not limited to, the Company’s ability to achieve its strategic goals and return to profitability, as well as those risks and uncertainties described under Part I Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Part II Item 1A—“Risk Factors” in our most recent Form 10-Q and in other documents we may file with the SEC. Readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are based on information available to us as of the date of this communication. Unless required by law, we do not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise.

About Venus Concept

Venus Concept is an innovative global medical aesthetic technology leader with a broad product portfolio of minimally invasive and non-invasive medical aesthetic and hair restoration technologies and reaches over 60 countries and 9 direct markets. Venus Concept's product portfolio consists of aesthetic device platforms, including Venus Versa, Venus Versa PRO, Venus Legacy, Venus Velocity, Venus Viva, Venus Glow, Venus Bliss, Venus Bliss MAX, Venus Epileve, Venus Viva MD and AI.ME. Venus Concept's hair restoration systems include NeoGraft^® and the ARTAS iX^® Robotic Hair Restoration system. Venus Concept has been backed by leading healthcare industry growth equity investors including EW Healthcare Partners (formerly Essex Woodlands), HealthQuest Capital, Longitude Capital Management, Aperture Venture Partners, Masters Special Situations, and Madryn Asset Management, L.P.

Investor Relations Contact:

ICR Healthcare on behalf of Venus Concept:
Mike Piccinino, CFA
VenusConceptIR@icrhealthcare.com

FAQ

What did Venus Concept (VERO) announce on October 2, 2025?

Venus Concept announced a debt-to-equity exchange on Sep 30, 2025, converting $11.48M of subordinated notes into Series Y preferred stock.

How many Series Y preferred shares did Venus Concept issue to Madryn?

The company issued 545,335 shares of Series Y preferred stock to affiliates of Madryn Asset Management.

What is Venus Concept's total debt after the Madryn exchange?

Total debt obligations are approximately $30.1 million after the transaction.

How much did Venus Concept reduce its debt compared to December 31, 2024?

The exchange reduced total debt by 24% versus $39.7 million outstanding on December 31, 2024.

Does the press release state why Venus Concept did the debt-to-equity exchange?

Management and Madryn said the exchange improves financial flexibility and advances Venus’ transformation plan and return to growth.

When was the $11.48 million subordinated note conversion completed?

The conversion was completed on September 30, 2025.