Venus Concept (NASDAQ: VERO) secures loan waivers and extends bridge maturity

Rhea-AI Filing Summary

Venus Concept Inc. reports new agreements with its lenders that provide short-term covenant relief and extend a key loan maturity. On December 31, 2025, the company and its subsidiaries entered into a Consent Agreement under the Main Street Priority Loan, waiving certain minimum liquidity requirements through January 14, 2026. The borrower is also allowed to apply the January 8, 2026 cash interest payment due under each note to reduce the principal balance instead of paying cash interest. The same day, the parties signed a Twenty Third Bridge Loan Amendment that pushes the bridge loan maturity date from December 31, 2025 to January 14, 2026 and waives certain minimum liquidity requirements over the same period.

Insights

Credit & Capital Structure Analyst

Short-term waivers ease liquidity pressure but only through mid-January 2026.

The agreements show Venus Concept working closely with its lenders, Madryn Health Partners entities, to address near-term liquidity and debt obligations. The Consent Agreement waives certain minimum liquidity covenants under the Main Street Priority Loan and lets the January 8, 2026 interest due under each note be applied to principal, reducing immediate cash outflow.

The Twenty Third Bridge Loan Amendment extends the bridge loan maturity from December 31, 2025 to January 14, 2026, and also waives minimum liquidity requirements through that date. These steps concentrate attention on what happens by January 14, 2026, when the waivers and the extended maturity currently end.

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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): December 31, 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, $0.001 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.

MSLP Consent Agreement

On December 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 January 14, 2026, and (ii) Venus USA is permitted to apply the January 8, 2026 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 Third Bridge Loan Amendment

On December 31, 2025, the Loan Parties entered into a Twenty Third Bridge Loan Amendment Agreement with the Lenders (the “Twenty Third Bridge Loan Amendment”). The Twenty Third 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 the Bridge Loan is extended from December 31, 2025 to January 14, 2026, and (ii) certain minimum liquidity requirements under Loan and Security Agreement are waived through January 14, 2026.

The foregoing description of the Twenty Third Bridge Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Twenty Third Bridge Loan Amendment Loan Amendment, a copy of which is filed hereto as Exhibit 10.2.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Consent Agreement, dated December 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 Third Amendment to Bridge Loan Agreement, dated December 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

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: January 7, 2025	By:	/s/ Rajiv De Silva
		Rajiv De Silva
		Chief Executive Officer

FAQ

What did Venus Concept Inc. (VERO) disclose in this 8-K?

Venus Concept Inc. disclosed a Consent Agreement under its Main Street Priority Loan and a Twenty Third Bridge Loan Amendment. These agreements provide temporary waivers of certain minimum liquidity requirements and extend the bridge loan maturity to January 14, 2026.

How does the Consent Agreement affect Venus Concept's Main Street Priority Loan?

The Consent Agreement waives certain minimum liquidity requirements under the Main Street Priority Loan through January 14, 2026. It also permits the January 8, 2026 cash interest payment due under each note to be applied to the outstanding principal balance instead of being paid in cash.

What change was made to Venus Concept's bridge loan maturity date?

The Twenty Third Bridge Loan Amendment moves the bridge loan maturity date from December 31, 2025 to January 14, 2026. This is in addition to waiving certain minimum liquidity requirements under that loan agreement through the same date.

Who are the lenders involved in Venus Concept's new agreements?

The lenders are Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP. They are parties to both the Main Street Priority Loan Consent Agreement and the Twenty Third Bridge Loan Amendment.

Which Venus Concept entities are parties to these loan modifications?

Parties include Venus Concept Inc., Venus Concept USA, Inc. as borrower, and its subsidiaries Venus Concept Canada Corp. and Venus Concept Ltd.. Together with the lenders, they signed both the Consent Agreement and the Twenty Third Bridge Loan Amendment.

Where can investors find the full terms of the Consent Agreement and Bridge Loan Amendment?

The full agreements are filed as Exhibit 10.1 (Consent Agreement) and Exhibit 10.2 (Twenty Third Amendment to Bridge Loan Agreement) to this report. The company notes that the brief descriptions are qualified in their entirety by these exhibits.