|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
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))
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
|
|
|
Item 1.01. |
Entry into a Material Definitive Agreement.
|
Item 9.01. |
Financial Statements and Exhibits.
|
Exhibit
No. |
Description
|
|
Note Amendment and Consent Agreement, dated June 21, 2024, 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
|
Third Amendment to Bridge Loan Agreement, dated June 21, 2024, 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)
|
VENUS CONCEPT INC.
|
||
Date: June 25, 2024
|
By:
|
/s/ Domenic Della Penna
|
Domenic Della Penna
|
||
Chief Financial Officer
|
VENUS CONCEPT USA INC., as Borrower and a Grantor
|
||
By:
|
/s/ Rajiv De Silva
|
|
Name: Rajiv De Silva
|
||
Title: President and Assistant Secretary
|
||
VENUS CONCEPT INC., as a Guarantor and a Grantor
|
||
By:
|
/s/ Rajiv De Silva
|
|
Name: Rajiv De Silva
|
||
Title: Chief Executive Officer
|
||
VENUS CONCEPT CANADA CORP., as a Guarantor and a Grantor
|
||
By:
|
/s/ Hemanth Varghese
|
|
Name: Hemanth Varghese
|
||
Title: President and General Manager
|
||
VENUS CONCEPT LTD, as a Guarantor and a Grantor
|
||
By:
|
/s/ Rajiv De Silva
|
|
Name: Rajiv De Silva
|
||
Title: Chief Executive Officer
|
MADRYN HEALTH PARTNERS, LP, as a Lender
|
||
By:
|
MADRYN HEALTH ADVISORS, LP, its General Partner
|
|
By:
|
MADRYN HEALTH ADVISORS GP, LLC, its General Partner
|
|
By:
|
/s/ Avinash Amin
|
|
Name: Avinash Amin
|
||
Title: Member
|
||
MADRYN HEALTH PARTNERS (CAYMAN MASTER), LP, as a Lender
|
||
By:
|
MADRYN HEALTH ADVISORS, LP, its General Partner
|
|
By:
|
MADRYN HEALTH ADVISORS GP, LLC, its General Partner
|
|
By:
|
/s/ Avinash Amin
|
|
Name: Avinash Amin
|
||
Title: Member
|
VENUS CONCEPT USA INC., as Borrower
|
||
By:
|
/s/ Rajiv De Silva
|
|
Name: Rajiv De Silva
|
||
Title: President and Assistant Secretary
|
||
VENUS CONCEPT INC., as a Guarantor
|
||
By:
|
/s/ Rajiv De Silva
|
|
Name: Rajiv De Silva
|
||
Title: Chief Executive Officer
|
||
VENUS CONCEPT CANADA CORP., as a Guarantor
|
||
By:
|
/s/ Hemanth Varghese
|
|
Name: Hemanth Varghese
|
||
Title: President and General Manager
|
||
VENUS CONCEPT LTD, as a Guarantor
|
||
By:
|
/s/ Rajiv De Silva
|
|
Name: Rajiv De Silva
|
||
Title: Chief Executive Officer
|
MADRYN HEALTH PARTNERS, LP, as a Lender
|
||
By:
|
MADRYN HEALTH ADVISORS, LP, its General Partner
|
|
By:
|
MADRYN HEALTH ADVISORS GP, LLC, its General Partner
|
|
By:
|
/s/ Avinash Amin
|
|
Name: Avinash Amin
|
||
Title: Member
|
||
MADRYN HEALTH PARTNERS (CAYMAN MASTER), LP, as a Lender
|
||
By:
|
MADRYN HEALTH ADVISORS, LP, its General Partner
|
|
By:
|
MADRYN HEALTH ADVISORS GP, LLC, its General Partner
|
|
By:
|
/s/ Avinash Amin
|
|
Name: Avinash Amin
|
||
Title: Member
|
||
MADRYN HEALTH PARTNERS, LP, as Administrative Agent
|
||
By:
|
MADRYN HEALTH ADVISORS, LP, its General Partner
|
|
By:
|
MADRYN HEALTH ADVISORS GP, LLC, its General Partner
|
|
By:
|
/s/ Avinash Amin
|
|
Name: Avinash Amin
|
||
Title: Member
|
Document and Entity Information |
Jun. 21, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jun. 21, 2024 |
Entity File Number | 001-38238 |
Entity Registrant Name | VENUS CONCEPT INC. |
Entity Central Index Key | 0001409269 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 06-1681204 |
Entity Address, Address Line One | 235 Yorkland Blvd |
Entity Address, Address Line Two | Suite 900 |
Entity Address, City or Town | Toronto |
Entity Address, State or Province | ON |
Entity Address, Postal Zip Code | M2J 4Y8 |
City Area Code | 877 |
Local Phone Number | 848-8430 |
Title of 12(b) Security | Common Stock, $0.0001 par value per share |
Trading Symbol | VERO |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
L
MQ\(HS^PT/T!:8I#H+MKKH\\%])H FPJ_DA8PA\7Z[ /)"-AM&>FN]-O\1@.,
M3L-[1L[!19/EV *H"R^&XA4]?B28P)-/Q)%B'?JGPQ@\,H2C6/H]C+>$T^\,SB2!J.:+>#*X['#N72 0]/"&C?
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M%?M>G3%?.$,S VU6H1M&O[:/7I
MN>< L>^ZW;9!?ML[T&X^QV7J7M RCZ),(W!L86>F%1M,I#GEN,C0V-O!!)M8DCN8:B1V(Y5JDCB:5BN#N^!?QY/P1&XW,!BLJ>1J'8*
MZ"^ 9!\/^)C;,CE(!04_)KL\ _$2F.?Y(D/R42'V >ET8SGXP7+0C&$-F5!V
M&M(A[CUMH?9Q:9A_K,B-.I747! !N*!;RY?K620_X#)(%<$=.)EEG@L+SSI]
M<1AM4"NQ^F(U>5GJB>G)(;K$BZ*\404E,1I\U_F4;U8['J %:2%E2=UC!=UV
MNCL:MRO/:G4D*5ON;K9@!Q9JE
HHD,-OLMHFV2;OU20
M/?(KM]YNDA5ZY7(,24E.R_P,X%K98=QJUQ^$'ZQH:[*JC