UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2025
VENUS CONCEPT INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-38238
|
06-1681204
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
235 Yorkland Blvd, Suite 900
Toronto, Ontario M2J 4Y8
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (877)
848-8430
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange
on which registered
|
|
Common Stock, $0.0001 par value per share
|
|
VERO
|
|
The Nasdaq Capital Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 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 Agreement in the principal amount of $1,000,000.
The third drawdown under the Loan and Security Agreement occurred on September 11, 2024, when the Lenders agreed to provide the Borrower with a
subsequent drawdown under the Loan and Security Agreement in the principal amount of $1,000,000.
The fourth drawdown under the Loan and Security Agreement occurred on November 1, 2024, when the Lenders agreed to provide the Borrower with a
subsequent drawdown under the Loan and Security Agreement in the principal amount of $1,000,000.
The fifth drawdown under the Loan and Security Agreement occurred on November 26, 2024, when the Lenders agreed to provide the Borrower with a
subsequent drawdown under the Loan and Security Agreement in the principal amount of $1,200,000.
The sixth drawdown under the Loan and Security Agreement occurred on December 9, 2024, when the Lenders agreed to provide the Borrower with a
subsequent drawdown under the Loan and Security Agreement in the principal amount of $1,500,000.
The seventh drawdown under the Loan and Security Agreement occurred on January 27, 2025, when the Lenders agreed to provide the Borrower with a
subsequent drawdown under the Loan and Security Agreement in the principal amount of $3,000,000.
The eighth drawdown under the Loan and Security Agreement occurred on February 21, 2025, when the Lenders agreed to provide the Borrower with a
subsequent drawdown under the Loan and Security Agreement in the principal amount of $2,300,000.
The ninth drawdown under the Loan and Security Agreement occurred on April 4, 2025, when the Lenders agreed to provide the Borrower with a subsequent
drawdown under the Loan and Security Agreement in the principal amount of $2,000,000.
The tenth drawdown under the Loan and Security Agreement occurred on May 22, 2025, when the Lenders agreed to provide the Borrower with a subsequent
drawdown under the Loan and Security Agreement in the principal amount of $2,000,000.
The eleventh drawdown under the Loan and Security Agreement occurred on July 21, 2025, when the Lenders agreed to provide the Borrower with a
subsequent drawdown under the Loan and Security Agreement in the principal amount of $2,000,000.
The twelfth drawdown under the Loan and Security Agreement occurred on August 21, 2025, when the Lenders agreed to provide the Borrower with a
subsequent drawdown under the Loan and Security Agreement in the principal amount of $2,000,000.
On September 19, 2025, the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal
amount of $2,000,000 (the “Twelfth Delayed Drawdown”). The Twelfth Delayed Drawdown was funded on September 19, 2025. The Company expects to use the proceeds of the Twelfth Delayed Drawdown, after payment of transaction expenses, for general
working capital purposes.
For additional information regarding the Bridge Financing, please see the Current Report on Form 8-K, including the exhibits thereto, filed by the
Company with the Securities and Exchange Commission on April 24, 2024.
| 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.
| Item 9.01. |
Financial Statements and Exhibits.
|
(d) Exhibits. The following exhibits are filed with this report.
|
|
|
Description
|
| |
|
|
10.1
|
|
Form of Transaction Completion Bonus Award Letter
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
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
|
