STOCK TITAN

Venus Concept (NASDAQ: VERO) adds $2M loan draw and sets deal bonuses

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Venus Concept Inc. reports another borrowing under its existing bridge loan with Madryn Health Partners. On September 19, 2025, the lenders funded a “Twelfth Delayed Drawdown” term loan of $2,000,000 under the Loan and Security Agreement, which provides for up to $23,237,906.85 in aggregate principal at a 12% annual interest rate, secured by a priority interest in the loan parties’ real and personal property. The company plans to use the new funds, after transaction expenses, for general working capital.

The board also approved transaction completion bonuses for Rajiv De Silva and Domenic Della Penna, payable in cash or cash equivalents upon completion of a defined Strategic Transaction that results in a change of control. Mr. De Silva’s potential bonus ranges from $715,000 to approximately $2.12 million, and Mr. Della Penna’s ranges from $338,000 to approximately $1 million. Payment requires successful completion of the transaction within the specified period and that each awardee remains a full-time employee in good standing on the payment date.

Positive

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Insights

High-cost secured borrowing continues while leadership is incentivized for a change-of-control deal.

Venus Concept continues to rely on its bridge financing from Madryn Health Partners, drawing an additional $2,000,000 at a 12% annual interest rate under a facility that now permits up to $23,237,906.85 of term loans. The loan is secured by a priority interest over substantially all real and personal property of the loan parties and is repayable in full, including accrued interest, at maturity.

From a governance perspective, the board approved transaction completion bonuses tied to a Strategic Transaction that results in a change of control. The potential payouts, ranging from $715,000 to about $2.12 million for Rajiv De Silva and from $338,000 to about $1 million for Domenic Della Penna, are contingent on closing such a transaction within a set period and continued full-time employment on the payment date. These terms directly link executive compensation to completing a change-of-control transaction, and future disclosures may clarify whether such a deal is ultimately consummated.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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.

Exhibit
No.
  
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



FAQ

What new financing did Venus Concept (VERO) report in this 8-K?

Venus Concept reported a “Twelfth Delayed Drawdown” term loan of $2,000,000 funded on September 19, 2025 under its existing bridge Loan and Security Agreement with Madryn entities.

What are the key terms of Venus Concept’s bridge financing with Madryn?

The bridge financing allows aggregate term loan draws of up to $23,237,906.85, with borrowings bearing interest at 12% per year and secured by a priority security interest in the real and personal property collateral of the loan parties.

How will Venus Concept use the proceeds from the Twelfth Delayed Drawdown?

The company expects to use the $2,000,000 Twelfth Delayed Drawdown proceeds, after paying transaction expenses, for general working capital purposes.

What transaction completion bonuses were approved for Venus Concept executives?

The board approved transaction completion bonuses payable in cash or cash equivalents upon completion of a Strategic Transaction. Rajiv De Silva may receive between $715,000 and approximately $2.12 million, and Domenic Della Penna may receive between $338,000 and approximately $1 million, depending on the size of the transaction.

What conditions must be met for the Venus Concept bonuses to be paid?

Each bonus requires (a) successful completion of a Strategic Transaction that results in a change of control, as determined by the board, within the period set in the award letters, and (b) the awardee being an active, full-time employee in good standing on the defined payment date.

Does the 8-K include the form of the transaction completion bonus award letter?

Yes. A form of the Transaction Completion Bonus Award Letter is filed as Exhibit 10.1 and is incorporated by reference.