Welcome to our dedicated page for Venus Concept SEC filings (Ticker: VERO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Venus Concept Inc. (NASDAQ: VERO) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, along with AI-powered tools to help interpret them. Venus Concept is a medical aesthetic technology company that files a range of documents with the U.S. Securities and Exchange Commission, including Current Reports on Form 8-K, annual reports on Form 10-K and quarterly reports on Form 10-Q.
For Venus Concept, Form 8-K filings are particularly important because they document material events such as bridge loan amendments, consent agreements, delayed drawdowns, debt-to-equity exchanges and amendments to preferred stock designations. Recent 8-Ks describe multiple amendments to the company’s Main Street Priority Loan and Bridge Loan with affiliates of Madryn Health Partners, waivers of minimum liquidity covenants, and extensions of loan maturity dates. Other 8-Ks report the exchange of subordinated convertible notes for shares of Series Y Convertible Preferred Stock and changes to the certificate of designations for that preferred stock.
Investors can also use this page to locate earnings-related filings, such as 8-Ks furnished under Item 2.02 that attach press releases for quarterly results, where Venus Concept discusses revenue by region (United States and International), revenue by product category (Venus Prime / subscription systems, products – systems, products – other, and services), gross profit and operating loss. These filings complement the more detailed financial statements and risk disclosures found in the company’s 10-Q and 10-K reports.
Stock Titan enhances these documents with AI-powered summaries and highlights, helping readers quickly identify key points in long filings, such as new financing terms, covenant waivers, strategic transaction agreements (including the definitive agreement to sell the Venus Hair business), and changes to capital structure. Users can also review insider and related-party information where reported, and track how Venus Concept’s financing arrangements and strategic initiatives evolve over time through successive filings.
Venus Concept Inc. has entered into short-term financing amendments and decided to leave the public markets. On January 14, 2026, the company and its subsidiaries signed a Consent Agreement with Madryn lenders waiving certain minimum liquidity requirements under its Main Street Priority Loan through January 31, 2026. The same day, they executed a Twenty Fourth Bridge Loan Amendment extending the Bridge Loan maturity from January 14, 2026 to January 31, 2026 and waiving related minimum liquidity requirements through that date.
On January 20, 2026, the board approved a plan to voluntarily delist the company’s common stock from the Nasdaq Capital Market, deregister under U.S. securities laws, and suspend SEC reporting. Venus Concept plans to file Form 25 on or about January 30, 2026, with delisting and deregistration under Section 12(b) expected to become effective on or about February 6, 2026, when Nasdaq trading will cease. It then expects to file Form 15 to suspend periodic reporting, with Exchange Act registration terminating permanently 90 days later. The company cites public-company costs, low trading volumes, and regulatory burdens, and expects meaningful annual cost savings from this move.
Madryn Asset Management and its affiliates report significant control positions in Venus Concept Inc. common stock. Madryn Asset Management, Madryn Health Advisors, and related funds report beneficial ownership of 18,763,125 shares, representing 91.0% of the common stock, with shared voting and dispositive power.
The filing describes Madryn as an active investor working with management and the board on operational, financial and strategic initiatives, including the board’s evaluation of strategic alternatives. Madryn previously acquired the company’s MSLP Loan and delivered a unilateral, non‑binding proposal to restructure Venus Concept’s debt and equity, which could make Madryn and its affiliates majority owners on a fully diluted basis if implemented. The parties have also entered into multiple exchange agreements to swap portions of debt for Series Y preferred stock, and shareholders approved issuances of common shares underlying several convertible and preferred instruments. On January 13, 2026, Madryn discussed with the board its desire for the company to reduce operational costs, including the potential delisting and deregistration of the common stock.
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.
Venus Concept Inc. reported Q3 2025 results showing lower sales and a wider loss. Revenue was $13,776 thousand, down from $15,007 thousand a year ago, with gross profit of $8,817 thousand. Operating loss increased to $9,496 thousand, and net loss was $22,549 thousand, reflecting a $11,297 thousand loss on debt extinguishment.
Liquidity remains tight. Cash and cash equivalents were $4,312 thousand (plus $1,619 thousand restricted cash), while current liabilities were $50,650 thousand against current assets of $45,824 thousand. Long‑term debt decreased to $4,996 thousand from $31,437 thousand at year‑end, but a $25,072 thousand note payable sits in current liabilities. The company disclosed “substantial doubt” about its ability to continue as a going concern.
The company agreed to sell its Venus Hair Business for $20 million in cash, subject to closing conditions. On November 7, 2025, it filed a complaint in the Delaware Court of Chancery seeking assistance to close the transaction. Shares outstanding were 1,859,123 as of November 7, 2025.
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. 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.
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. obtained an additional $2,000,000 under its existing bridge term loan with Madryn Health Partners on August 21, 2025. This eleventh delayed drawdown is part of a secured Bridge Financing facility that has been increased to an aggregate principal amount of up to $23,237,906.85 and bears interest at 12% per year.
The loan is secured by a priority security interest in substantially all real and personal property of the participating subsidiaries. Venus Concept expects to use the new proceeds, after transaction expenses, for general working capital needs.