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): November 26, 2024
VENUS CONCEPT INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38238
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06-1681204
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.0001 par value per share
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VERO
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The Nasdaq Capital Market
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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.
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Amendment and Consent Agreement
On November 26, 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 Amendment and Consent Agreement with Madryn Health Partners, LP (“Madryn”) and Madryn Health Partners (Cayman Master), LP (“Madryn Cayman,” and together with Madryn, the “Lenders”) (the “Amendment and Consent
Agreement”).
The Amendment and 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 December 31, 2024, (ii) permit Venus USA to apply the December 8, 2024 cash
interest payment due under each Note (as defined in the Amendment and Consent Agreement) to the respective outstanding principal balance of each Note, and (iii) defer the previously scheduled December 2024 principal payment to maturity.
The foregoing description of the Amendment and Consent Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Amendment and Consent Agreement, a copy of which is filed hereto as Exhibit 10.1.
Ninth Bridge Loan Amendment and Second November Drawdown
As previously disclosed, on April 23, 2024, the Loan Parties entered into a Loan and Security Agreement (the “Loan and Security Agreement”), among the Borrower, as
borrower, the Company, Venus Canada and Venus Israel, collectively as guarantors, the Lenders, as lenders, and Madryn, as administrative agent. Pursuant to the Loan and Security Agreement, the Lenders have 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 $5,237,906.85. 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.
On November 26, 2024, the Loan Parties entered into a Ninth Bridge Loan Amendment Agreement with the Lenders (the “Ninth Bridge Loan Amendment”). The Ninth Bridge Loan
Amendment amended the Loan and Security Agreement to (i) increase the Delayed Draw Commitment, as defined in the Loan and Security Agreement, from $3,000,000 to $6,000,000, and (ii) extend the maturity date of the Bridge Financing from November 30,
2024 to December 31, 2024.
On November 25, 2024, 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 “Second November Drawdown”). The Second November Drawdown was fully funded on November 26, 2024 following the effectiveness of the Ninth Bridge Loan Amendment. The Company expects to use the proceeds of
the November Drawdown, after payment of transaction expenses, for general working capital purposes.
The foregoing description of the Ninth Bridge Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Ninth
Bridge Loan Amendment, a copy of which is filed hereto as Exhibit 10.2. 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.
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On December 2, 2024, Garheng Kong, M.D. resigned from the Company’s board of directors and the Nominating and Corporate Governance Committee of the Company’s board of
directors on which he served. The resignation was not the result of any disagreements with the Company relating to the Company’s operations, policies or practices. The resignation letter of Garheng Kong, M.D. is attached hereto as exhibit 99.1.
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Item 9.01.
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Financial Statements and Exhibits.
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No.
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Description
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Loan Amendment and Consent Agreement, dated November 26. 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
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Ninth Amendment to Bridge Loan Agreement, dated November 26, 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
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Garheng Kong, M.D. Resignation Letter, dated December 2, 2024
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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VENUS CONCEPT INC.
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Date: December 3, 2024
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By:
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/s/ Domenic Della Penna
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Domenic Della Penna
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Chief Financial Officer
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