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)
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Delaware
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001-38238
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06-1681204
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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235 Yorkland Blvd,
Suite 900
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (877) 848-8430
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.001 par value per share
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VERO
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
Venus Concept Inc. (the “Company”) is filing this Amendment No. 1 to its Current Report on Form 8-K (the “Amendment”) originally filed with the Securities and Exchange
Commission (the “SEC”) on August 6, 2025 (the “Original Form 8-K”), solely to refile a corrected Exhibit 10.4 (Eighteenth Bridge Loan Amendment Agreement, dated August 6, 2025 (the “Eighteenth Amendment”)) to the Original Form 8-K. The copy of the
Eighteenth Amendment filed as Exhibit 10.4 to the Original Form 8-K inadvertently included the incorrect version of the amended Loan Agreement (as defined in the Eighteenth Amendment) as Annex A to the Eighteenth Amendment. The corrected version of
the Eighteenth Amendment is filed as Exhibit 10.4 hereto and supersedes and replaces in its entirety Exhibit 10.4 to the Original Form 8-K. Except as stated in this Explanatory Note, this Amendment does not otherwise change or update the disclosure
set forth in the Original Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibit
No.
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Description
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3.1
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10.1
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Consent Agreement, dated July 31, 2025, by and among Venus Concept Inc., Venus Concept
Canada Corp., Venus Concept USA Inc., Venus Concept Ltd., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC
on August 6, 2025)
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10.2
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Seventeenth Amendment to Bridge Loan Agreement, dated July 31, 2025, by and among Venus
Concept USA, Inc., Venus Concept Inc., Venus Concept Canada Corp., Venus Concept Ltd., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report
on Form 8-K filed with the SEC on August 6, 2025)
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10.3
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Consent Agreement, dated July 31, 2025, by and among Venus Concept Inc., Venus Concept
Canada Corp., Venus Concept USA Inc., Venus Concept Ltd., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC
on August 6, 2025)
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10.4
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Eighteenth Amendment to Bridge Loan Agreement, dated August 6, 2025, by
and among Venus Concept USA, Inc., Venus Concept Inc., Venus Concept Canada Corp., Venus Concept Ltd., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP
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10.5
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Consent Agreement, dated August 6, 2025, by and among Venus Concept Inc., Venus Concept
Canada Corp., Venus Concept USA Inc., Venus Concept Ltd., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC
on August 6, 2025)
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10.6
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Consent Agreement, dated August 6, 2025, by and among Venus Concept Inc., Venus Concept
Canada Corp., Venus Concept USA Inc., Venus Concept Ltd., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC
on August 6, 2025)
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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VENUS CONCEPT INC.
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Date: August 11, 2025
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By:
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/s/ Michael Mandarello
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Michael Mandarello
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Chief Legal Officer & Head of Strategy & Operations
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