Venus Concept exchanges $26.7M notes, issues Series X preferred, modifies MSLP loan

Venus Concept Inc.

Exchanged $26.7M Existing Notes for $22.8M New Notes (SOFR+8.5%, PIK) and 248,755 Series X Preferred shares at $20.10/share.
Series X Preferred carries 12.5% annual dividend, convertible 1:10, voting limited per Nasdaq rules.
MSLP Loan Modification defers principal payments, resets interest to SOFR+3.25%, requires $12M sales contract assignment and $3M deposit balance.
Key person event of default: voluntary termination of CEO, CFO, or COO without acceptable replacement within 90 days.
Company issued press release with preliminary Q3 revenue and FY guidance (figures not in 8-K filing body).

item 1.01 item 5.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Venus Concept Inc.: Filed Certificate of Designations creating Series X Preferred Stock (effective 2023-10-04).

Change: charter amendment
Effective: 2023-10-04

Exact text from the filing

On October 4, 2023, the Company filed a Certificate of Designations with respect to the Series X Preferred Stock (the “ Certificate of Designations ”) with the Secretary of State of the State of Delaware, thereby creating the Series X Preferred Stock.

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Source: SEC EDGAR

accession 0001140361-23-047079

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