Venus Concept Inc SEC Filings

Venus Concept Inc. reported two developments. The company furnished a press release with its financial results for the three and nine months ended September 30, 2025, attached as Exhibit 99.1. The company states this information is provided under Item 2.02 and “shall not be deemed filed” under the Exchange Act.

Separately, Venus Concept announced it received U.S. FDA 510(k) clearance to market Venus Nova, a new multi-application platform for non-invasive body and skin treatments. A press release regarding the clearance is attached as Exhibit 99.2 and is incorporated by reference. These updates reflect recent operating and regulatory milestones disclosed via an 8-K.

Venus Concept (VERO) announced new lender consents and amendments to its debt facilities to manage near‑term liquidity. The company obtained a waiver of certain minimum liquidity requirements under both its Main Street Priority Loan and Bridge Loan through November 30, 2025. The Bridge Loan maturity was also extended to November 30, 2025.

The lenders permitted Venus USA to apply the November 8, 2025 cash interest payment due under each Note to the principal balance of each Note. Separately, the company received a $2,000,000 draw on October 28, 2025 under its Bridge Financing, which bears interest at 12% per annum, and expects to use the proceeds, after transaction expenses, for general working capital. The Bridge Financing’s aggregate principal capacity was previously increased to $28,237,906.85 secured by a priority security interest in the Loan Parties’ collateral.

Venus Concept Inc. entered agreements to convert a secured subordinated convertible note held by Madryn and to amend related financing and registration arrangements. The company agreed to exchange the existing secured subordinated convertible note dated June 30, 2025 with an original principal of $4,105,696.60 for 201,774 shares of newly designated Series Y Convertible Preferred Stock. The filing lists several related documents, including a Certificate of Amendment for the Series Y preferred, an Exchange Agreement, a Registration Rights Agreement, a Consent Agreement, and a Bridge Loan Amendment, plus a press release.

The filings indicate the company and Madryn agreed to restructure the note into preferred equity and to amend registration and bridge loan terms, with accompanying documentary updates reflecting those changes.

Venus Concept Inc. disclosed that on August 31, 2025 its U.S., Canadian and Israeli subsidiaries and the parent entered into multiple lender agreements providing temporary relief around liquidity and loan timing. A Consent Agreement with Madryn lenders waived certain minimum liquidity requirements under the Main Street Priority Loan through September 30, 2025. A Nineteenth Bridge Loan Amendment extended the Bridge Loan maturity from August 31, 2025 to September 30, 2025. A separate Notes Consent Agreement waived certain minimum liquidity requirements under the secured subordinated convertible notes issued March 31, 2025 through September 30, 2025. Copies of each agreement are filed as Exhibits 10.1–10.3.

Venus Concept Inc. filed a Form 8-K disclosing that on August 14, 2025 the company issued a press release reporting its financial results for the three and six months ended June 30, 2025. The press release is attached to the current report as Exhibit 99.1. The 8-K states that the information in Item 2.02 and Exhibit 99.1 is furnished and not "filed" for purposes of Section 18 of the Exchange Act and will not be incorporated by reference except by specific reference in a future filing. No financial figures or operational details are included in the text provided here.