[8-K] Venus Concept Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Lenders granted waivers of certain minimum liquidity requirements through September 30, 2025, providing short-term covenant relief
• Bridge Loan maturity extended from August 31, 2025 to September 30, 2025, giving the company additional time to address near-term obligations
• Full agreements filed as Exhibits 10.1–10.3, allowing investors to review the detailed terms

Negative

• Waivers are short-term, only through September 30, 2025, indicating unresolved near-term liquidity or covenant issues
• Filing does not disclose the specific liquidity thresholds waived, fees paid, or any new covenants or collateral required

Insights

Financial Analyst

TL;DR: Lenders granted short-term waivers and a one-month loan extension, temporarily easing covenant pressures into late September 2025.

The agreements explicitly waive specified minimum liquidity requirements under the MSLP Loan Agreement and the 2025 Notes through September 30, 2025, and extend the Bridge Loan maturity by one month to the same date. This provides the company and its subsidiaries immediate covenant relief and additional time to address liquidity or refinancing before the end of September. The filings attach the full agreements as Exhibits 10.1–10.3 for detailed terms.

Corporate Governance Expert

TL;DR: Short-term consents limit immediate default risk but indicate continuing near-term financing pressures.

The Consent Agreements and the Bridge Loan amendment are narrowly described and confined to waivers through September 30, 2025. These actions show coordination with lenders to avoid immediate covenant breaches. The company filed the actual agreements as exhibits, enabling review of any covenants, remedies, or additional concessions; the summary does not disclose whether other amendments, fees, or additional collateral were required.

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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): August 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 August 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 September 30, 2025.

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.

Nineteenth Bridge Loan Amendment

On August 31, 2025, the Loan Parties entered into a Nineteenth Bridge Loan Amendment Agreement with the Lenders (the “Nineteenth Bridge Loan Amendment”). The Nineteenth 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”), to extend the maturity date of the Bridge Loan from August 31, 2025 to September 30, 2025.

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

Notes Consent Agreement

On August 31, 2025, the Loan Parties entered into a Consent Agreement with and Lenders (the “Notes Consent Agreement).  The Notes Consent Agreement granted relief under those certain secured subordinated convertible notes issued by the Company in favor of the Lenders, dated March 31, 2025 (the “2025 Notes”), such that (i) certain minimum liquidity requirements under 2025 Notes are waived through September 30, 2025.

The foregoing description of the Notes Consent Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Notes Consent Agreement, a copy of which is filed hereto as Exhibit 10.3.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Consent Agreement, dated August 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	Nineteenth Amendment to Bridge Loan Agreement, dated August 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
10.3	Consent Agreement, dated August 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
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 3, 2025	By:	/s/ Domenic Della Penna
		Domenic Della Penna
		Chief Financial Officer

FAQ

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

The company disclosed lender agreements on August 31, 2025 that waive certain minimum liquidity requirements under its Main Street Priority Loan and its March 31, 2025 secured subordinated convertible notes through September 30, 2025, and an amendment extending the Bridge Loan maturity to September 30, 2025.

How long are the liquidity waivers effective?

The disclosed waivers are effective through September 30, 2025.

Which loans were amended or waived?

Waivers apply to the MSLP Loan Agreement (Main Street Priority Loan) and the 2025 Notes (secured subordinated convertible notes); the Bridge Loan maturity was extended by one month.

Are the full agreements available to review?

Yes. The filing states that the full Consent Agreement, Nineteenth Bridge Loan Amendment, and Notes Consent Agreement are filed as Exhibits 10.1–10.3.

Does the 8-K disclose specific liquidity thresholds or other amended terms?

No. The 8-K summary does not specify the exact liquidity thresholds waived, any fees, or other amended covenant terms; those details would be in the attached exhibits.