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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Venus Concept Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 3, 2025 |
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 |
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| September 3, 2025 |
Exhibit 10.1 CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of August 31, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (“Venus Canada”), ( |
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| September 3, 2025 |
NINETEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT Exhibit 10.2 NINETEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT This NINETEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Agreement”), dated as of August 31, 2025 (the “Effective Date”), is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated un |
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| September 3, 2025 |
Exhibit 10.3 CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of August 31, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (b) the Guarantors party hereto (the “Guarantors”, and together with Venus Concept, the “Loan Parties”) and (c) each of (i) MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership (“Madr |
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| August 26, 2025 |
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 21, 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 |
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| August 14, 2025 |
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 14, 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 |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38238 Venus Concept Inc. |
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| August 14, 2025 |
Venus Concept Announces Second Quarter 2025 Financial Results Exhibit 99.1 Venus Concept Announces Second Quarter 2025 Financial Results TORONTO, August 14, 2025 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced financial results for the three and six months ended June 30, 2025. Summary of Financial Results & Recent Progress: ● Total revenue for the second quarter |
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| August 12, 2025 |
Exhibit 10.4 EIGHTEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT This EIGHTEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Agreement”), dated as of August 6, 2025 (the “Effective Date”), is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated und |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 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 |
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| August 6, 2025 |
Exhibit 10.1 CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of July 31, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (“Venus Canada”), (d) |
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| August 6, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF SERIES Y CONVERTIBLE PREFERRED STOCK OF VENUS CONCEPT INC. Venus Concept Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that: FIRST: The Corporation’s Certificate of Designations of Series Y Convertible Preferred Stock (the |
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| August 6, 2025 |
Exhibit 10.2 SEVENTEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT This SEVENTEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Agreement”), dated as of July 31, 2025 (the “Effective Date”), is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated un |
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| August 6, 2025 |
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): July 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 N |
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| August 6, 2025 |
Exhibit 10.5 CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of August 6, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (“Venus Canada”), (d |
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| August 6, 2025 |
Exhibit 10.3 CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of July 31, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (b) the Guarantors party hereto (the “Guarantors”, and together with Venus Concept, the “Loan Parties”) and (c) each of (i) MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership (“Madryn |
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| August 6, 2025 |
EIGHTEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT Exhibit 10.4 EIGHTEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT This EIGHTEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Agreement”), dated as of August 6, 2025 (the “Effective Date”), is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated und |
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| August 6, 2025 |
Exhibit 10.6 CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of August 6, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (b) the Guarantors party hereto (the “Guarantors”, and together with Venus Concept, the “Loan Parties”) and (c) each of (i) MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership (“Madry |
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| July 25, 2025 |
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): July 21, 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 N |
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| July 24, 2025 |
As filed with the Securities and Exchange Commission on July 24, 2025 As filed with the Securities and Exchange Commission on July 24, 2025 Registration No. |
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| July 1, 2025 |
Exhibit 99.1 Venus Concept Announces $6.5 Million Debt-to-Equity Exchange Transaction Further reduction of outstanding debt by Madryn Asset Management improves the Company’s balance sheet position TORONTO, July 1, 2025 (GLOBE NEWSWIRE) - Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced today that, on June 30, 2025, the Co |
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| July 1, 2025 |
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): June 30, 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 N |
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| July 1, 2025 |
Certificate of Amendment of Series Y Convertible Preferred Stock, dated June 30, 2025 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF SERIES Y CONVERTIBLE PREFERRED STOCK OF VENUS CONCEPT INC. Venus Concept Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that: FIRST: The Corporation’s Certificate of Designations of Series Y Convertible Preferred Stock (the |
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| July 1, 2025 |
Exhibit 10.3 Execution Version THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED E |
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| July 1, 2025 |
Exhibit 10.6 SIXTEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT This SIXTEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Agreement”), dated as of June 30, 2025 (the “Effective Date”), is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under |
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| July 1, 2025 |
Exhibit 10.2 Execution Version THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED E |
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| July 1, 2025 |
Exhibit 10.1 Execution Version EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this “Agreement”), dated as of June 30, 2025, is entered into by and among Venus Concept Inc. (the “Company”), Madryn Health Partners, LP (“Madryn”) and Madryn Health Partners (Cayman Master), LP (“Madryn Cayman,” and together with Madryn, the “Holders”). The Company and the Holders are referred to collectively as the “Part |
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| July 1, 2025 |
Exhibit 10.5 CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of June 30, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (“Venus Canada”), (d) |
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| July 1, 2025 |
Exhibit 10.7 CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of June 30, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (b) the Guarantors party hereto (the “Guarantors”, and together with Venus Concept, the “Loan Parties”) and (c) each of (i) MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership (“Madryn |
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| July 1, 2025 |
Exhibit 10.4 Execution Version THIRD AMENDED AND RESTATED RESALE REGISTRATION RIGHTS AGREEMENT THIS THIRD AMENDED AND RESTATED RESALE REGISTRATION RIGHTS AGREEMENT, dated as of June 30, 2025 (this “Agreement”), has been entered into by and among Venus Concept Inc., a Delaware corporation (the “Company”), Madryn Health Partners, LP (“Madryn”) and Madryn Health Partners (Cayman Master), LP (“Madryn |
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| June 26, 2025 |
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): June 25, 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 N |
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| June 20, 2025 |
VENUS CONCEPT INC. – SUBSIDIARIES Exhibit 21.1 VENUS CONCEPT INC. – SUBSIDIARIES No. Name Jurisdiction 1 Venus Concept SL Spain 2 Venus Concept Mexico SA DE SV Mexico 3 Venus Concept GmbH Germany 4 Venus Concept Australia PTY Ltd Victoria, Australia 5 Venus Concept USA, Inc. Delaware, USA 6 Venus Concept Canada Corp. Ontario, Canada 7 Venus Concept Ltd. Israel 8 Venus Concept Israel Ltd. Israel 9 Venus Concept (Shanghai) Co., Ltd. |
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| June 20, 2025 |
As filed with the Securities and Exchange Commission on June 20, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 20, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 20, 2025 |
Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-1 (Form Type) VENUS CONCEPT INC. |
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| June 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat |
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| June 9, 2025 |
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): June 6, 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 Nu |
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| June 9, 2025 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 6, 2025, between Venus Concept Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo |
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| June 9, 2025 |
Exhibit 99.1 Venus Concept Announces Up To $3.45 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules $1.15 million upfront with up to an additional $2.3 million of potential aggregate gross proceeds upon the exercise in full of unregistered short-term warrants TORONTO – June 6, 2025 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a gl |
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| June 9, 2025 |
Form of Placement Investor Warrant Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 9, 2025 |
Exhibit 99.2 Venus Concept Announces Closing of Up To $3.45 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules $1.15 million upfront with up to an additional $2.3 million of potential aggregate gross proceeds upon the exercise in full of unregistered short-term warrants TORONTO – June 9, 2025 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: |
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| June 9, 2025 |
Venus Concept Inc. 434,720 Shares of Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-282811 Prospectus Supplement To Prospectus dated November 1, 2024 Venus Concept Inc. 434,720 Shares of Common Stock We are offering 434,720 shares of our common stock, par value $0.001 per share, directly to certain institutional investors pursuant to this prospectus supplement and the accompanying prospectus. The offering p |
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| June 9, 2025 |
Form of Placement Agent Warrant Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 6, 2025 |
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): June 5, 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 Nu |
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| June 6, 2025 |
Exhibit 10.1 EXECUTION VERSION UNIT PURCHASE AGREEMENT DATED AS OF JUNE 5, 2025 BY AND AMONG VENUS CONCEPT INC., AS SELLER, META ROBOTICS LLC, AS THE COMPANY, AND MHG CO., LTD., AS BUYER, TABLE OF CONTENTS Article I DEFINITIONS 4 Section 1.1. Certain Defined Terms 4 Article II PURCHASE AND SALE 12 Section 2.1. Purchase and Sale of Company Units 12 Section 2.2. Initial Purchase Price 12 Section 2.3 |
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| June 2, 2025 |
Exhibit 10.1 CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of May 30, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (“Venus Canada”), (d) |
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| June 2, 2025 |
Exhibit 10.3 CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of May 30, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (b) the Guarantors party hereto (the “Guarantors”, and together with Venus Concept, the “Loan Parties”) and (c) each of (i) MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership (“Madryn |
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| June 2, 2025 |
Exhibit 10.2 FIFTEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT This FIFTEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Agreement”), dated as of May 30, 2025 (the “Effective Date”), is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under t |
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| June 2, 2025 |
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): May 30, 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 Nu |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD Specialized Disclosure Report Venus Concept Inc. |
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| May 28, 2025 |
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): May 23, 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 Nu |
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| May 15, 2025 |
Venus Concept Announces First Quarter 2025 Financial Results Exhibit 99.1 Venus Concept Announces First Quarter 2025 Financial Results TORONTO, May 15, 2025 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced financial results for the three months ended March 31, 2025. Summary of Financial Results & Recent Progress: • Total revenue for the first quarter of $13.6 mil |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38238 Venus Concept Inc. |
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| May 15, 2025 |
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): May 15, 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 Nu |
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| May 2, 2025 |
Exhibit 10.3 CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of April 30, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (b) the Guarantors party hereto (the “Guarantors”, and together with Venus Concept, the “Loan Parties”) and (c) each of (i) MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership (“Madry |
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| May 2, 2025 |
Exhibit 10.1 CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of April 30, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (“Venus Canada”), (d |
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| May 2, 2025 |
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): April 30, 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 |
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| May 2, 2025 |
Exhibit 10.2 FOURTEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT This FOURTEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Agreement”), dated as of April 30, 2025 (the “Effective Date”), is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated und |
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| May 2, 2025 |
Certificate of Amendment to Certificate of Designations of Senior Convertible Preferred Stock Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF SENIOR CONVERTIBLE PREFERRED STOCK OF VENUS CONCEPT INC. Venus Concept Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that: FIRST: The Corporation’s Certificate of Designations of Senior Convertible Preferred Stock was (i) |
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| April 30, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat |
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| April 14, 2025 |
Venus Concept Inc. 386,700 Shares of Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-282811 Prospectus Supplement To Prospectus dated November 1, 2024 Venus Concept Inc. 386,700 Shares of Common Stock We are offering 386,700 shares of our common stock, par value $0.001 per share, directly to certain institutional investors pursuant to this prospectus supplement and the accompanying prospectus. The offering |
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| April 14, 2025 |
Form of Placement Agent Warrant Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| April 14, 2025 |
Exhibit 99.1 Venus Concept Announces $1.5 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules TORONTO – April 11, 2025(GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, today announced that it has entered into definitive agreements for the purchase and sale of 386,700 shares o |
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| April 14, 2025 |
Form of Securities Purchase Agreement EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 11, 2025, between Venus Concept Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set |
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| April 14, 2025 |
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): April 11, 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 |
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| April 14, 2025 |
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT VENUS CONCEPT INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| April 14, 2025 |
Exhibit 99.2 Venus Concept Raises a Total of Approximately $2.7 Million in Gross Proceeds from previously Announced Registered Direct Offerings of Common Stock TORONTO – April 14, 2025(GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, today announced the closing of its previously announced registered direct offerin |
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| April 14, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2025 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation |
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| April 11, 2025 |
Exhibit 99.1 Venus Concept Announces $1.1 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules TORONTO – April 9, 2025(GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, today announced that it has entered into definitive agreements for the purchase and sale of 328,573 shares of |
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| April 11, 2025 |
Form of Securities Purchase Agreement EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 9, 2025, between Venus Concept Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set f |
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| April 11, 2025 |
Form of Placement Agent Warrant Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT VENUS CONCEPT INC. Warrant Shares: Issue Date:, 2025 Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after |
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| April 11, 2025 |
Exhibit 99.2 Venus Concept Announces Closing of $1.1 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules TORONTO – April 10, 2025(GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, today announced the closing of its previously announced registered direct offering priced at-the- |
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| April 11, 2025 |
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): April 9, 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 N |
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| April 10, 2025 |
Venus Concept Inc. 328,573 Shares of Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-282811 Prospectus Supplement To Prospectus dated November 1, 2024 Venus Concept Inc. 328,573 Shares of Common Stock We are offering 328,573 shares of our common stock, par value $0.001 per share, directly to certain institutional investors pursuant to this prospectus supplement and the accompanying prospectus. The offering |
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| April 8, 2025 |
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): April 4, 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 N |
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| April 2, 2025 |
Certificate of Amendment of Voting Convertible Preferred Stock Exhibit 3.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF VOTING CONVERTIBLE PREFERRED STOCK OF VENUS CONCEPT INC. Venus Concept Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that: FIRST: The Corporation’s Certificate of Designations of Voting Convertible Preferred Stock (the “Ce |
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| April 2, 2025 |
Exhibit 10.1 EXECUTION VERSION EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this “Agreement”), dated as of March 31, 2025, is entered into by and among Venus Concept Inc. (the “Company”), Madryn Health Partners, LP (“Madryn”) and Madryn Health Partners (Cayman Master), LP (“Madryn Cayman,” and together with Madryn, the “Holders”). The Company and the Holders are referred to collectively as the “Par |
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| April 2, 2025 |
Certificate of Amendment of Series Y Convertible Preferred Stock Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF SERIES Y CONVERTIBLE PREFERRED STOCK OF VENUS CONCEPT INC. Venus Concept Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that: FIRST: The Corporation’s Certificate of Designations of Series Y Convertible Preferred Stock (the |
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| April 2, 2025 |
Exhibit 10.2 Execution Version THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED E |
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| April 2, 2025 |
Exhibit 10.4 EXECUTION VERSION SECOND AMENDED AND RESTATED RESALE REGISTRATION RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED RESALE REGISTRATION RIGHTS AGREEMENT, dated as of March 31, 2025 (this “Agreement”), has been entered into by and among Venus Concept Inc., a Delaware corporation (the “Company”), Madryn Health Partners, LP (“Madryn”) and Madryn Health Partners (Cayman Master), LP (“Madr |
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| April 2, 2025 |
Exhibit 10.3 Execution Version THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED E |
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| April 2, 2025 |
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): March 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 |
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| April 2, 2025 |
Exhibit 99.1 Venus Concept Announces $11 million Debt-to-Equity Exchange Transaction Continued improvement of the Company’s financial position through additional reduction of outstanding debt by Madryn Asset Management TORONTO, April 1, 2025 (GLOBE NEWSWIRE) - Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced today that, o |
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| March 31, 2025 |
Venus Concept Announces Fourth Quarter and Fiscal Year 2024 Financial Results Exhibit 99.1 Venus Concept Announces Fourth Quarter and Fiscal Year 2024 Financial Results TORONTO, March 31, 2025 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced financial results for the three and twelve months ended December 31, 2024. Summary of Financial Results & Recent Progress: • Company continu |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K uTable of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2025 |
Description of Securities Registered under Section 12 of the Exchange Act. Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of date of this of the Annual Report on Form 10-K of which this Exhibit 4.1 is a part, Venus Concepts Inc. (“we”, “us” and “our”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our shares of common stock, $0.0001 par value per share. As of December |
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| March 31, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 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 |
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| March 31, 2025 |
Exhibit 21.1 VENUS CONCEPT INC. – SUBSIDIARIES No. Name Jurisdiction 1 Venus Concept SL Spain 2 Venus Concept Mexico SA DE SV Mexico 3 Venus Concept GmbH Germany 4 Venus Concept Australia PTY Ltd Victoria, Australia 5 Venus Concept USA, Inc. Delaware, USA 6 Venus Concept Canada Corp. Ontario, Canada 7 Venus Concept Ltd. Israel 8 Venus Concept Israel Ltd. Israel 9 Venus Concept (Shanghai) Co., Ltd. |
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| March 31, 2025 |
Venus Concept Inc. Incentive-Based Compensation Clawback Policy Exhibit 97 VENUS CONCEPT INC. INCENTIVE COMPENSATION RECOVERY POLICY 1. Introduction. The Board of Directors of Venus Concept Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's compensation philosophy. The Board has therefore adopted this p |
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| March 31, 2025 |
Exhibit 19.1 VENUS CONCEPT INC. INSIDER TRADING COMPLIANCE POLICY (Adopted November 7, 2019; Last updated March 10, 2025) This Insider Trading Compliance Policy (this “Policy”) consists of seven sections: ● Section I provides an overview; ● Section II sets forth Venus Concept Inc.’s (the “Company”) policies prohibiting insider trading; ● Section III explains insider trading; ● Section IV consists |
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| March 28, 2025 |
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): March 27, 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 |
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| March 28, 2025 |
Exhibit 10.2 THIRTEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT This THIRTEENTH AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Agreement”), dated as of March 27, 2025 (the “Effective Date”), is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated und |
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| March 28, 2025 |
Exhibit 10.1 Execution Version CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of March 27, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (“ |
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| March 4, 2025 |
Exhibit 10.3 Execution Version TWELFTH AMENDMENT TO BRIDGE LOAN AGREEMENT This TWELFTH AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Agreement”), dated as of February 28, 2025 (the “Effective Date”), is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation i |
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| March 4, 2025 |
Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION VENUS CONCEPT INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows: FIRST: The name of the Corporation is Venus Concept Inc. (the "Corporation"). SECOND: The original Certificate of incorporation of the Corporation was |
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| March 4, 2025 |
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): February 28, 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 Fi |
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| March 4, 2025 |
Exhibit 10.1 Execution Version AMENDMENT AND CONSENT AGREEMENT This AMENDMENT AND CONSENT AGREEMENT (the “Agreement”) dated as of February 28, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the law |
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| March 4, 2025 |
Exhibit 10.4 AMENDMENT TO SECURED SUBORDINATED CONVERTIBLE NOTES This AMENDMENT TO SECURED SUBORDINATED CONVERTIBLE NOTES (this “Amendment”) dated February 28, 2025 (the “Effective Date”), is made by and among VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), VENUS CONCEPT USA INC., VENUS CONCEPT CANADA CORP., and VENUS CONCEPT LTD. (collectively, the “Guarantors” and together with Ven |
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| March 4, 2025 |
Exhibit 10.2 Execution Version SECOND AMENDMENT TO SECURED SUBORDINATED CONVERTIBLE NOTES This Second Amendment to Secured Subordinated Convertible Notes (this “Amendment”), dated as of February 28, 2025 (the “Effective Date”), is entered into by and among Venus Concept Inc., a Delaware corporation (the “Company”), Venus Concept USA Inc. (“Venus USA”), Venus Concept Canada Corp. (“Venus Canada”), |
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| February 25, 2025 |
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): February 21, 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 Fi |
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| February 14, 2025 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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): February 14, 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 Fi |
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| January 31, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): January 28, 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 Fil |
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| January 31, 2025 |
EX-10.2 3 ef20042697ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 ELEVENTH AMENDMENT TO BRIDGE LOAN AGREEMENT This ELEVENTH AMENDMENT TO BRIDGE LOAN AGREEMENT(this “Agreement”), dated as of January 28, 2025 (the “Effective Date”), is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CAN |
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| January 31, 2025 |
EX-10.1 2 ef20042697ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of January 28, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws o |
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| January 10, 2025 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| January 7, 2025 |
Exhibit 10.2 TENTH AMENDMENT TO BRIDGE LOAN AGREEMENT This TENTH AMENDMENT TO BRIDGE LOAN AGREEMENT(this “Agreement”), dated as of December 31, 2024 (the “Effective Date”), is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the l |
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| January 7, 2025 |
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, 2024 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission Fi |
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| January 7, 2025 |
Exhibit 10.1 Execution Version CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of December 31, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario |
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| December 20, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| December 3, 2024 |
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) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission Fi |
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| December 3, 2024 |
Exhibit 99.1 December 2, 2024 Venus Concept, Inc. 235 Yorkland Blvd., Suite 900, Toronto, Ontario M2J 4Y8 Re: Resignation from the Board of Directors of Venus Concept Inc. To whom it may concern, By this resignation letter, the undersigned hereby irrevocably resigns from his position(s) as (i) a director on the board of directors of Venus Concept Inc., a Delaware corporation (the “Company”), and ( |
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| December 3, 2024 |
NINTH AMENDMENT TO BRIDGE LOAN AGREEMENT Exhibit 10.2 NINTH AMENDMENT TO BRIDGE LOAN AGREEMENT This NINTH AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Agreement”), dated as of November 26, 2024 (the “Effective Date”), is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the |
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| December 3, 2024 |
LOAN AMENDMENT AND CONSENT AGREEMENT Exhibit 10.1 LOAN AMENDMENT AND CONSENT AGREEMENT This LOAN AMENDMENT AND CONSENT AGREEMENT (the “Agreement”) dated as of November 26, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the |
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| November 13, 2024 |
Venus Concept Announces Third Quarter of Fiscal Year 2024 Financial Results Exhibit 99.1 Venus Concept Announces Third Quarter of Fiscal Year 2024 Financial Results TORONTO, November 13, 2024 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced financial results for the three and nine months ended September 30, 2024. Summary of Financial Results & Recent Progress: • Company continu |
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| November 13, 2024 |
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 13, 2024 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38238 Venus Concept Inc. |
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| November 4, 2024 |
EIGHTH AMENDMENT TO BRIDGE LOAN AGREEMENT Exhibit 10.2 EIGHTH AMENDMENT TO BRIDGE LOAN AGREEMENT This EIGHTH AMENDMENT TO BRIDGE LOAN AGREEMENT(this “Agreement”), dated as of October 31, 2024 (the “Effective Date”), is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the |
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| November 4, 2024 |
Exhibit 10.1 Execution Version CONSENT AGREEMENT This CONSENT AGREEMENT (the “Agreement”) dated as of October 31, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario |
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| November 4, 2024 |
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): October 30, 2024 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission Fil |
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| October 30, 2024 |
Venus Concept Inc. 235 Yorkland Blvd., Suite 900 Toronto, Ontario M2J 4Y8 October 30, 2024 Venus Concept Inc. 235 Yorkland Blvd., Suite 900 Toronto, Ontario M2J 4Y8 October 30, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Venus Concept Inc. Registration Statement on Form S-3 Initially filed October 24, 2024 File No. 333-282811 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, a |
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| October 24, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) VENUS CONCEPT INC. |
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| October 24, 2024 |
VENUS CONCEPT INC. Dated as of __________, 20__ Exhibit 4.3 VENUS CONCEPT INC. INDENTURE Dated as of , 20 [] Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 3 Section 1.3. Incorporation by Reference of Trust Indenture Act 3 Section 1.4. Rules of Construction 4 ARTICLE II THE SECURITIES 4 Section 2.1. Issuable in Series 4 Section 2.2. Establishment of |
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| October 24, 2024 |
As filed with the Securities and Exchange Commission on October 24, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 24, 2024 Registration No. |
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| October 8, 2024 |
VERO / Venus Concept Inc. / MASTERS CAPITAL MANAGEMENT LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| October 3, 2024 |
VERO / Venus Concept Inc. / MASTERS CAPITAL MANAGEMENT LLC Activist Investment SC 13D/A 1 d1149120613d-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* Venus Concept Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92332W204 (CUSIP Number) Masters Capital Management, LLC 3060 Peachtree Road, NW, Suite 1425 Atlanta, Georgia 30305 Telepho |
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| September 30, 2024 |
VERO / Venus Concept Inc. / Saudi Economic & Development Securities Co - SC 13G/A Passive Investment SC 13G/A 1 d892858dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (RULE 13D-102) UNDER THE SECURITIES EXCHANGE ACT OF 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 240.13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13D-2 (Amendment No. 4)* Venus Concept Inc. (Name of Issuer) Common Stock, $0.0001 par value per shar |
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| September 30, 2024 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G EX-99.1 2 d892858dex991.htm EX-99.1 Exhibit 99.1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securit |
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| September 30, 2024 |
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): September 24, 2024 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission F |
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| September 30, 2024 |
VERO / Venus Concept Inc. / Madryn Asset Management, LP - SC 13D/A Activist Investment SC 13D/A 1 d883661dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Venus Concept Inc. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 92332W204 (CUSIP Number) Matthew Girandola Chief Compliance Officer 330 Madison Avenue – Floor 33 New York, NY 10017 (6 |
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| September 30, 2024 |
LETTER OF AMENDMENT TO TRANSACTION COMPLETION BONUS Exhibit 10.1 LETTER OF AMENDMENT TO TRANSACTION COMPLETION BONUS Personal and Confidential [Insert Date] Delivered by email to: [Insert Employee E-mail] [Insert employee name/address] Dear [Insert employee name], In February 2024, the Board of Directors (the “Board”) of Venus Concept Inc. (the “Company”) established a “Transaction Completion Bonus” program for key employees critical to the success |
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| September 27, 2024 |
AMENDED AND RESTATED RESALE REGISTRATION RIGHTS AGREEMENT Exhibit 10.3 AMENDED AND RESTATED RESALE REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED RESALE REGISTRATION RIGHTS AGREEMENT, dated as of September 26, 2024 (this “Agreement”), has been entered into by and among Venus Concept Inc., a Delaware corporation (the “Company”), Madryn Health Partners, LP (“Madryn”) and Madryn Health Partners (Cayman Master), LP (“Madryn Cayman,” and together wit |
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| September 27, 2024 |
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): September 26, 2024 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission F |
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| September 27, 2024 |
Amendment to Certificate of Designations of Series Y Convertible Preferred Stock Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF SERIES Y CONVERTIBLE PREFERRED STOCK OF VENUS CONCEPT INC. Venus Concept Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that: FIRST: The Corporation’s Certificate of Designations of Series Y Convertible Preferred Stock (the |
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| September 27, 2024 |
Exhibit 99.2 VENUS CONCEPT INC. Condensed Consolidated Balance Sheets (Unaudited) (in thousands, except share and per share data) June 30, Pro forma Note As Adjusted June 30, 2024 Adjustments Reference 2024 ASSETS Total current assets 56,903 56,903 Total long-term assets 22,847 22,847 TOTAL ASSETS 79,750 79,750 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) - Total current liabilities 28,538 28,53 |
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| September 27, 2024 |
THIRD LOAN AMENDMENT, FIRST SUBORDINATION AGREEMENT AMENDMENT AND CONSENT AGREEMENT Exhibit 10.4 Execution Version THIRD LOAN AMENDMENT, FIRST SUBORDINATION AGREEMENT AMENDMENT AND CONSENT AGREEMENT This THIRD LOAN AMENDMENT, FIRST SUBORDINATION AGREEMENT AMENDMENT AND CONSENT AGREEMENT (the “Agreement”) dated as of September 26, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delawar |
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| September 27, 2024 |
Exhibit 99.1 Venus Concept Announces $15 million Debt-to-Equity Exchange Transaction Second Substantial Reduction of Existing Debt by Madryn Asset Management in 2024; the Company has reduced its debt balance by 54% year-to-date TORONTO, September 27, 2024 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, today ann |
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| September 27, 2024 |
SEVENTH AMENDMENT TO BRIDGE LOAN AGREEMENT Exhibit 10.5 SEVENTH AMENDMENT TO BRIDGE LOAN AGREEMENT This SEVENTH AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Agreement”), dated as of September 26, 2024 (the “Effective Date”), is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under |
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| September 27, 2024 |
Exhibit 10.1 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this “Agreement”), dated as of September 26, 2024, is entered into by and among Venus Concept Inc. (the “Company”), Venus Concept USA Inc., a wholly-owned subsidiary of the Company (“Venus USA”), Madryn Health Partners, LP (“Madryn”) and Madryn Health Partners (Cayman Master), LP (“Madryn Cayman,” and together with Madryn, the “Lenders”). Th |
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| September 27, 2024 |
Form of Promissory Note, dated September 26, 2024, of Venus Concept USA Inc. Exhibit 10.2 PROMISSORY NOTE MAIN STREET PRIORITY LOAN FACILITY Certificate No.: [1]/[2] Original Issuance Date: December 8, 2020 Effective Date: September 26, 2024 Amount of Note: [ONE MILLION SIX HUNDRED SEVENTY SEVEN THOUSAND TWO HUNDRED FORTY ONE AND 31/100 DOLLARS ($1,677,241.31)]/[NINE HUNDRED EIGHTY FIVE THOUSAND FORTY SIX AND 48/100 DOLLARS ($985,046.48)] FOR VALUE RECEIVED, VENUS CONCEPT |
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| September 19, 2024 |
VERO / Venus Concept Inc. / Saudi Economic & Development Securities Co - SC 13G/A Passive Investment SC 13G/A 1 d824921dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (RULE 13D-102) UNDER THE SECURITIES EXCHANGE ACT OF 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 240.13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13D-2 (Amendment No. 3 )* Venus Concept Inc. (Name of Issuer) Common Stock, $0.0001 par value per sha |
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| September 19, 2024 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G EX-99.1 2 d824921dex991.htm EX-99.1 Exhibit 99.1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securit |
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| September 16, 2024 |
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): September 11, 2024 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission F |
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| September 5, 2024 |
Exhibit 10.1 CONSENT AGREEMENT THIS CONSENT AGREEMENT (this “Agreement”) dated as of August 30, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (“Venus Canada”), |
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| September 5, 2024 |
SIXTH AMENDMENT TO BRIDGE LOAN AGREEMENT Exhibit 10.2 SIXTH AMENDMENT TO BRIDGE LOAN AGREEMENT THIS SIXTH AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Agreement”) dated as of August 30, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws |
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| September 5, 2024 |
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 30, 2024 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 |
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| August 16, 2024 |
As filed with the Securities and Exchange Commission on August 16, 2024 As filed with the Securities and Exchange Commission on August 16, 2024 Registration No. |
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| August 16, 2024 |
EXHIBIT 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) VENUS CONCEPT INC. |
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| August 14, 2024 |
EX-99.1 JOINT FILING AGREEMENT Each of the undersigned agrees that (i) the statement on Schedule 13D relating to the Common Stock of Venus Concept, Inc. has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) t |
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| August 14, 2024 |
VERO / Venus Concept Inc. / EW Healthcare Partners, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12) Venus Concept, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92332W204 (CUSIP Number) R. Scott Barry EW Healthcare Partners, L.P. 21 Waterway Avenue, Suite 225 The Woodlands, Texas 77380 (281) 364-1555 (Name, Address and Tele |
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| August 13, 2024 |
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 13, 2024 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 |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38238 Venus Concept Inc. |
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| August 13, 2024 |
Venus Concept Announces Second Quarter of Fiscal Year 2024 Financial Results Exhibit 99.1 Venus Concept Announces Second Quarter of Fiscal Year 2024 Financial Results TORONTO, August 13, 2024 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced financial results for the three and six months ended June 30, 2024. Second Quarter 2024 Summary & Recent Progress: • Company continues to ex |
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| August 1, 2024 |
FIFTH AMENDMENT TO BRIDGE LOAN AGREEMENT Exhibit 10.2 Execution Version FIFTH AMENDMENT TO BRIDGE LOAN AGREEMENT THIS FIFTH AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Agreement”) dated as of July 29, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporate |
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| August 1, 2024 |
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): July 26, 2024 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 N |
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| August 1, 2024 |
Exhibit 10.1 Execution Version CONSENT AGREEMENT THIS CONSENT AGREEMENT (this “Agreement”) dated as of July 29, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (“ |
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| July 12, 2024 |
LOAN AMENDMENT AND CONSENT AGREEMENT Exhibit 10.1 Execution Version LOAN AMENDMENT AND CONSENT AGREEMENT THIS LOAN AMENDMENT AND CONSENT AGREEMENT (the “Agreement”) dated as of July 8, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (the “Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated unde |
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| July 12, 2024 |
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): July 8, 2024 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 Nu |
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| July 12, 2024 |
FOURTH AMENDMENT TO BRIDGE LOAN AGREEMENT Exhibit 10.2 Execution Version FOURTH AMENDMENT TO BRIDGE LOAN AGREEMENT THIS FOURTH AMENDMENT TO BRIDGE LOAN AGREEMENT (the “Agreement”) dated as of July 8, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (the “Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorpo |
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| June 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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): June 21, 2024 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 N |
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| June 25, 2024 |
THIRD AMENDMENT TO BRIDGE LOAN AGREEMENT Exhibit 10.2 Execution Version THIRD AMENDMENT TO BRIDGE LOAN AGREEMENT THIS THIRD AMENDMENT TO BRIDGE LOAN AGREEMENT (the “Agreement”) dated as of June 21, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (the “Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorpor |
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| June 25, 2024 |
NOTE AMENDMENT AND CONSENT AGREEMENT Exhibit 10.1 Execution Version NOTE AMENDMENT AND CONSENT AGREEMENT THIS NOTE AMENDMENT AND CONSENT AGREEMENT (the “Agreement”) dated as of June 21, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (the “Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated und |
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| June 11, 2024 |
VERO / Venus Concept Inc. / MASTERS CAPITAL MANAGEMENT LLC Activist Investment SC 13D/A 1 d1107084313d-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Venus Concept Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92332W204 (CUSIP Number) Masters Capital Management, LLC 3060 Peachtree Road, NW, Suite 1425 Atlanta, Georgia 30305 Telepho |
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| June 10, 2024 |
Exhibt 10.1 Execution Copy CONSENT AGREEMENT THIS CONSENT AGREEMENT (the “Agreement”) dated as of June 7, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (the “Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (the |
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| June 10, 2024 |
SECOND AMENDMENT TO BRIDGE LOAN AGREEMENT Exhibit 10.2 Execution Copy SECOND AMENDMENT TO BRIDGE LOAN AGREEMENT THIS SECOND AMENDMENT TO BRIDGE LOAN AGREEMENT (the “Agreement”) dated as of June 7, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (the “Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporat |
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| June 10, 2024 |
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): June 5, 2024 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 Nu |
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| June 6, 2024 |
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): June 4, 2024 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 Nu |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD Specialized Disclosure Report Venus Concept Inc. |
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| May 29, 2024 |
VERO / Venus Concept Inc. / Madryn Asset Management, LP - SC 13D/A Activist Investment SC 13D/A 1 d33291dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Venus Concept Inc. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 92332W204 (CUSIP Number) Matthew Girandola Chief Compliance Officer 330 Madison Avenue – Floor 33 New York, NY 10017 (64 |
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| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2024 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) |
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| May 28, 2024 |
Form of Promissory Note, dated May 24, 2024, of Venus Concept USA Inc. Exhibit 10.2 PROMISSORY NOTE [MAIN STREET PRIORITY LOAN FACILITY] Certificate No.: [1]/[2] Original Issuance Date: December 8, 2020 Effective Date: May 24, 2024 Amount of Note: [TEN MILLION SEVEN HUNDRED NINETY-NINE THOUSAND FOUR HUNDRED SIXTY SIX AND 00/100 DOLLARS ($10,799,466.00)]/[SIX MILLION THREE HUNDRED FORTY TWO THOUSAND FIVE HUNDRED FORTY THREE AND 00/100 DOLLARS ($6,342,543.00)] FOR VALU |
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| May 28, 2024 |
Exhibit 10.1 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this “Agreement”), dated as of May 24, 2024, is entered into by and among Venus Concept Inc. (the “Company”), Venus Concept USA Inc., a wholly-owned subsidiary of the Company (“Venus USA”), Madryn Health Partners, LP (“Madryn”) and Madryn Health Partners (Cayman Master), LP (“Madryn Cayman,” and together with Madryn, the “Lenders”). The Comp |
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| May 28, 2024 |
Certificate of Designations of Series Y Convertible Preferred Stock Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES Y CONVERTIBLE PREFERRED STOCK OF VENUS CONCEPT INC. Venus Concept Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted on May 24, 2024 by the Board of Directors of the Corporation (the “Board”), as required by Section 151 |
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| May 28, 2024 |
AMENDMENT TO SECURED SUBORDINATED CONVERTIBLE NOTES Exhibit 10.5 Execution Version AMENDMENT TO SECURED SUBORDINATED CONVERTIBLE NOTES This Amendment to Secured Subordinated Convertible Notes (this “Amendment”), dated as of May 24, 2024 (the “Effective Date”), is entered into by and among Venus Concept Inc., a Delaware corporation (the “Company”), Venus Concept USA Inc. (“Venus USA”), Venus Concept Canada Corp. (“Venus Canada”), Venus Concept Ltd. |
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| May 28, 2024 |
BRIDGE LOAN AMENDMENT AGREEMENT Exhibit 10.6 Execution Versions BRIDGE LOAN AMENDMENT AGREEMENT THIS BRIDGE LOAN AMENDMENT AGREEMENT (the “Agreement”) dated as of May 24, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (the “Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the law |
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| May 28, 2024 |
Exhibit 99.1 Venus Concept Announces $35 million Debt-to-Equity Exchange Transaction Substantial Reduction of Existing Debt by Madryn Asset Management to Support Restructuring Efforts and Compliance with NASDAQ Listing Requirements TORONTO, May 28, 2024 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, today annou |
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| May 28, 2024 |
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): May 24, 2024 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 Nu |
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| May 28, 2024 |
LOAN AMENDMENT AND CONSENT AGREEMENT Exhibit 10.4 Execution Version LOAN AMENDMENT AND CONSENT AGREEMENT THIS LOAN AMENDMENT CONSENT AGREEMENT (the “Agreement”) dated as of May 24, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (the “Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under th |
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| May 28, 2024 |
Exhibit 10.3 RESALE REGISTRATION RIGHTS AGREEMENT THIS RESALE REGISTRATION RIGHTS AGREEMENT, dated as of May 24, 2024 (this “Agreement”), has been entered into by and among Venus Concept Inc., a Delaware corporation (the “Company”), Madryn Health Partners, LP (“Madryn”) and Madryn Health Partners (Cayman Master), LP (“Madryn Cayman,” and together with Madryn, the “Lenders”). BACKGROUND In connecti |
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| May 15, 2024 |
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): May 15, 2024 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 Nu |
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| May 15, 2024 |
Venus Concept Announces First Quarter of Fiscal Year 2024 Financial Results Exhibit 99.1 Venus Concept Announces First Quarter of Fiscal Year 2024 Financial Results TORONTO, May 15, 2024 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced financial results for the three months ended March 31, 2024. First Quarter 2024 Summary & Recent Progress: • Company continues to execute agains |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38238 Venus Concept Inc. |
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| May 7, 2024 |
SUMMARY OF PROPOSED TERMS May 3, 2024 EX-99.4 2 d823084dex994.htm EX-99.4 Exhibit 99.4 SUMMARY OF PROPOSED TERMS May 3, 2024 Set forth below is a summary of the principal terms and conditions (the “Nonbinding Term Sheet”) of a potential transaction (the “Transaction”) involving Venus Concept Inc. (the “Company”) and Madryn Asset Management, LP (together with its affiliates, “Madryn”). This Nonbinding Term Sheet does not purport to sum |
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| May 7, 2024 |
VERO / Venus Concept Inc. / Madryn Asset Management, LP - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Venus Concept Inc. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 92332W204 (CUSIP Number) Matthew Girandola Chief Compliance Officer 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Address an |
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| April 29, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ |
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| April 24, 2024 |
Exhibit 10.1 Execution Version LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into as of April 23, 2024 (the “Effective Date”), among VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (“V |
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| April 24, 2024 |
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): April 23, 2024 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 |
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| April 23, 2024 |
Venus Concept Inc. 235 Yorkland Blvd., Suite 900 Toronto, Ontario M2J 4Y8 April 23, 2024 Venus Concept Inc. 235 Yorkland Blvd., Suite 900 Toronto, Ontario M2J 4Y8 April 23, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Venus Concept Inc. Registration Statement on Form S-1 Initially filed April 3, 2024 File No. 333-278489 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as ame |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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): April 11, 2024 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 |
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| April 15, 2024 |
Venus Concept Inc. 235 Yorkland Blvd., Suite 900 Toronto, Ontario M2J 4Y8 April 15, 2024 Venus Concept Inc. 235 Yorkland Blvd., Suite 900 Toronto, Ontario M2J 4Y8 April 15, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Venus Concept Inc. Registration Statement on Form S-3 Initially filed April 8, 2024 File No. 333-278561 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as ame |
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| April 8, 2024 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 8, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 8, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) VENUS CONCEPT INC. |
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| April 3, 2024 |
VENUS CONCEPT INC. – SUBSIDIARIES Exhibit 21.1 VENUS CONCEPT INC. – SUBSIDIARIES No. Name Jurisdiction 1 Venus Concept SL Spain 2 Venus Concept Mexico SA DE SV Mexico 3 Venus Concept GmbH Germany 4 Venus Concept Australia PTY Ltd Victoria, Australia 5 Venus Concept USA Inc. Delaware, USA 6 Venus Concept Canada Corp. Ontario, Canada 7 Venus Concept UK Limited England and Wales, United Kingdom 8 Venus Concept Ltd Israel 9 Venus Conc |
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| April 3, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-1 (Form Type) VENUS CONCEPT INC. |
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| April 3, 2024 |
As filed with the Securities and Exchange Commission on April 3, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 3, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 1, 2024 |
Venus Concept Announces Fourth Quarter and Fiscal Year 2023 Financial Results Exhibit 99.1 Venus Concept Announces Fourth Quarter and Fiscal Year 2023 Financial Results TORONTO, April 1, 2024 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced financial results for the three and twelve months ended December 31, 2023. Fourth Quarter and Fiscal Year 2023 Summary & Recent Progress: • C |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-382 |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): April 1, 2024 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 N |
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| April 1, 2024 |
Description of Securities Registered under Section 12 of the Exchange Act. Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT As of date of this of the Annual Report on Form 10-K of which this Exhibit 4.1 is a part, Venus Concepts Inc. (“we”, “us” and “our”), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our shares of Common Stock, $0.0001 par value per share (the “Common Sto |
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| April 1, 2024 |
Venus Concept Inc. Incentive-Based Compensation Clawback Policy Exhibit 97 VENUS CONCEPT INC. INCENTIVE COMPENSATION RECOVERY POLICY 1. Introduction. The Board of Directors of Venus Concept Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's compensation philosophy. The Board has therefore adopted this p |
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| April 1, 2024 |
Exhibit 21.1 VENUS CONCEPT INC. – SUBSIDIARIES No. Name Jurisdiction 1 Venus Concept SL Spain 2 Venus Concept Mexico SA DE SV Mexico 3 Venus Concept GmbH Germany 4 Venus Concept Australia PTY Ltd Victoria, Australia 5 Venus Concept USA Inc. Delaware, USA 6 Venus Concept Canada Corp. Ontario, Canada 7 Venus Concept UK Limited England and Wales, United Kingdom 8 Venus Concept Ltd Israel 9 Venus Conc |
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| March 25, 2024 |
Exhibit 99.1 Venus Concept Granted Continued Listing from Nasdaq Hearings Panel, Subject to Return to Compliance with Nasdaq Listing Rules TORONTO, March 25, 2024 (GLOBE NEWSWIRE) - Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO) announced today that it received a decision from the Nasdaq Hearings Panel (the “Nasdaq Panel”) granting its request for continued listing on the Nas |
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| March 25, 2024 |
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): March 20, 2024 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 |
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| March 1, 2024 |
EX-99.1 2 ea0201023ex99-1venus.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agree |
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| March 1, 2024 |
VERO / Venus Concept Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment SC 13G 1 ea0201023-13gintravenus.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Venus Concept Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 92332W2044 (CUSIP Number) February 22, 2024 (Date of Event Which Requires Filing of this Stateme |
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| February 29, 2024 |
VERO / Venus Concept Inc. / MASTERS CAPITAL MANAGEMENT LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| February 28, 2024 |
VERO / Venus Concept Inc. / EW Healthcare Partners, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) Venus Concept, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92332W 105 (CUSIP Number) R. Scott Barry EW Healthcare Partners, L.P. 21 Waterway Avenue, Suite 225 The Woodlands, Texas 77380 (281) 364-1555 (Name, Address and Tel |
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| February 28, 2024 |
EX-99.1 2 d756242dex991.htm EX-99.1 JOINT FILING AGREEMENT Each of the undersigned agrees that (i) the statement on Schedule 13D relating to the Common Stock of Venus Concept, Inc. has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf |
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| February 27, 2024 |
Exhibit 99.2 Venus Concept Announces Closing of $1.2 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules TORONTO – February 27, 2024 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, today announced that it has closed its previously announced registered direct offering priced at-the-market u |
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| February 27, 2024 |
Exhibit 99.1 Venus Concept Announces $1.2 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules TORONTO – February 23, 2024 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, today announced that it has entered into definitive agreements for the purchase and sale of 817,748 shares of common sto |
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| February 27, 2024 |
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): February 22, 2024 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 27, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2024, between Venus Concept Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s |
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| February 27, 2024 |
Venus Concept Inc. 817,748 Shares of Common Stock TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-260267 Prospectus Supplement To Prospectus dated October 25, 2021 Venus Concept Inc. 817,748 Shares of Common Stock We are offering 817,748 shares of our common stock, par value $0.001 per share, directly to certain institutional investors pursuant to this prospectus supplement and the accompanying prospectus. The offering p |
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| February 27, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| February 27, 2024 |
Form of Placement Agent Warrant Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| February 22, 2024 |
VERO / Venus Concept Inc. / Madryn Asset Management, LP - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Venus Concept Inc. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 92332W204 (CUSIP Number) Matthew Girandola Chief Compliance Officer 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Address an |
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| February 14, 2024 |
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): February 8, 2024 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 14, 2024 |
Form of Transaction Completion Bonus Award Letter Exhibit 10.1 Personal and Confidential [Insert date] Delivered by email to: [insert employee email] [Insert employee name and address] Dear [insert employee first name] As we recently announced, Venus Concept Inc. (“Venus” or the “Company”) has initiated a process to evaluate potential strategic alternatives. As part of the process, Venus’ Board of Directors (the “Board”) is considering a full ran |
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| January 24, 2024 |
Venus Concept Inc. Announces Review of Strategic Alternatives Exhibit 99.1 Venus Concept Inc. Announces Review of Strategic Alternatives TORONTO, January 24, 2024 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced today that its Board of Directors (the “Board”) is evaluating potential strategic alternatives to maximize shareholder value. As part of the process, the |
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| January 24, 2024 |
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): January 24, 2024 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 22, 2024 |
EX-99.1 2 d739011dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT Each of the undersigned agrees that (i) the statement on Schedule 13D relating to the Common Stock of Venus Concept, Inc. has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed |
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| January 22, 2024 |
VERO / Venus Concept Inc. / EW Healthcare Partners, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) Venus Concept, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92332W 105 (CUSIP Number) R. Scott Barry EW Healthcare Partners, L.P. 21 Waterway Avenue, Suite 225 The Woodlands, Texas 77380 (281) 364-1555 (Name, Address and Tel |
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| January 19, 2024 |
Exhibit 99.1 Venus Concept Inc. Announces Issuance of $2.0M of Convertible Notes Sale of convertible notes provides additional financial flexibility and support for the Company’s path to cash flow breakeven TORONTO, January 19, 2024 (GLOBE NEWSWIRE) – Venus Concept, Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced today that it has iss |
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| January 19, 2024 |
Exhibit 10.1 THIS INSTRUMENT IS SUBORDINATED TO ALL INDEBTEDNESS NOW OR HEREAFTER OWING BY THE MAKER TO CITY NATIONAL BANK OF FLORIDA, AS PROVIDED IN THOSE CERTAIN SUBORDINATION OF DEBT AGREEMENTS DATED AS OF JANUARY 18, 2024. NOTE PURCHASE AND REGISTRATION RIGHTS AGREEMENT THIS NOTE PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 18, 2024, by and among Venus Con |
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| January 19, 2024 |
Exhibit 10.4 THIS INSTRUMENT IS SUBORDINATED TO ALL INDEBTEDNESS NOW OR HEREAFTER OWING BY THE MAKER TO CITY NATIONAL BANK OF FLORIDA, AS PROVIDED IN THAT CERTAIN SUBORDINATION OF DEBT AGREEMENT DATED AS OF JANUARY 18, 2024. GUARANTY AND SECURITY AGREEMENT THIS GUARANTY AND SECURITY AGREEMENT dated as of January 18, 2024 (as amended, modified, restated or supplemented from time to time, this “Agre |
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| January 19, 2024 |
Exhibit 10.2 THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO |
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| January 19, 2024 |
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): January 18, 2024 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission Fil |
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| January 19, 2024 |
Exhibit 10.3 THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO |
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| January 19, 2024 |
Exhibit 10.5 SUBORDINATION OF DEBT AGREEMENT This SUBORDINATION OF DEBT AGREEMENT is entered into as of January 18, 2024 (the “Agreement”), by and among (a) EW HEALTHCARE PARTNERS, L.P. and EW HEALTHCARE PARTNERS-A, L.P. (collectively, the “Junior Lender”), whose address is 21 WaterWay Ave, Suite 225, The Woodlands, TX 77380, (b) CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns (the “S |
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| January 19, 2024 |
Exhibit 10.6 Execution Version LOAN MODIFICATION AGREEMENT This Loan Modification Agreement (this “Modification”), dated as January 18, 2024, is made by and among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) each of (i) VENUS CONCEPT INC., a Delaware corporation (the “Venus Inc.”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province |
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| December 18, 2023 |
Venus Concept Inc. 235 Yorkland Blvd., Suite 900 Toronto, Ontario M2J 4Y8 December 18, 2023 Venus Concept Inc. 235 Yorkland Blvd., Suite 900 Toronto, Ontario M2J 4Y8 December 18, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Venus Concept Inc. Registration Statement on Form S-3 Initially filed December 1, 2023 File No. 333-275862 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, |
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| December 18, 2023 |
Venus Concept Inc. 235 Yorkland Blvd., Suite 900 Toronto, Ontario M2J 4Y8 December 18, 2023 Venus Concept Inc. 235 Yorkland Blvd., Suite 900 Toronto, Ontario M2J 4Y8 December 18, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Venus Concept Inc. Registration Statement on Form S-3, as amended Initially filed July 14, 2023 File No. 333-273251 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act |
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| December 15, 2023 |
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 15, 2023 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission Fi |
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| December 1, 2023 |
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 28, 2023 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission Fi |
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| December 1, 2023 |
As filed with the Securities and Exchange Commission on December 1, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 1, 2023 Registration No. |
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| December 1, 2023 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) VENUS CONCEPT INC. |
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| November 22, 2023 |
As filed with the Securities and Exchange Commission on November 22, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 22, 2023 Registration No. |
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| November 14, 2023 |
Venus Concept Announces Third Quarter of Fiscal Year 2023 Financial Results Exhibit 99.1 Venus Concept Announces Third Quarter of Fiscal Year 2023 Financial Results TORONTO, November 14, 2023 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced financial results for the three and nine months ended September 30, 2023. Third Quarter 2023 Summary & Recent Progress: • Company continues |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38238 Venus Concept Inc. |
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| November 14, 2023 |
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 14, 2023 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission Fi |
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| October 23, 2023 |
VERO / Venus Concept Inc / EW Healthcare Partners, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) Venus Concept, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 92332W 105 (CUSIP Number) R. Scott Barry EW Healthcare Partners, L.P. 21 Waterway Avenue, Suite 225 The Woodlands, Texas 77380 (281) 364-1555 (Name, Address and Tele |
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| October 23, 2023 |
EX-99.1 2 d501290dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT Each of the undersigned agrees that (i) the statement on Schedule 13D relating to the Common Stock of Venus Concept, Inc. has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly fil |
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| October 20, 2023 |
(State or other jurisdiction of incorporation) 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): October 20, 2023 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission Fil |
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| October 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2023 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission F |
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| October 12, 2023 |
US92332W2044 / VENUS CONCEPT INC / Madryn Asset Management, LP - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Venus Concept Inc. (Name of Issuer) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 92332W204 (CUSIP Number) Matthew Girandola Chief Compliance Officer 330 Madison Avenue – Floor 33 New York, NY 10017 (646) 560-5490 (Name, Address an |
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| October 12, 2023 |
EX-99.3 Exhibit 99.3 VOTING AGREEMENT This VOTING AGREEMENT, dated as of October 4, 2023 (this “Agreement”), is made by and among Venus Concept, Inc., a Delaware corporation (the “Company”), and the shareholders of the Company set forth on the signature pages hereto (the “Shareholders”). WHEREAS, the Company and Madryn Health Partners, LP (“Madryn”) and Madryn Health Partners (Cayman Master), LP ( |
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| October 12, 2023 |
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): October 11, 2023 VENUS CONCEPT INC. (Exact name of registrant as specified in its charter) Delaware 001-38238 06-1681204 (State or other jurisdiction of incorporation) (Commission Fil |
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| October 12, 2023 |
Exhibit 99.1 Venus Concept Inc. Appoints Dr. Hemanth Varghese as President and Chief Operating Officer and Industry Veteran to Lead International Operations TORONTO, October 12, 2023 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, today announced the promotion of Dr. Hemanth Varghese to the newly created role of |
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| October 5, 2023 |
Exhibit 10.3 Execution Version THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED E |
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| October 5, 2023 |
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): October 4, 2023 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 |
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| October 5, 2023 |
Exhibit 99.1 Venus Concept Inc. Announces Debt Restructuring, Preliminary Third Quarter 2023 Revenue Results and Updates Fiscal Year 2023 Revenue Guidance Provides significant financial flexibility and support for the Company’s path to cash flow breakeven by reducing total debt, deferring principal and interest payments, and lowering near-term cash needs TORONTO, October 5, 2023 (GLOBE NEWSWIRE) – |
