Venus Concept exchanges $11M debt for preferred stock, total debt falls to $35.5M

Venus Concept Inc.

Exchanged $11.0M of subordinated convertible notes for 379,311 Series Y preferred shares at $29.00 per share (9.0909 conversion ratio).
Total debt reduced to ~$35.5M, down 54% from $76.7M a year ago and 11% from $39.7M at December 31, 2024.
Holder Madryn supported transaction; new notes add minimum $3M daily deposit liquidity covenant.
Company must hold special shareholder meeting by June 30, 2025 to lift Nasdaq conversion limits.
Increased authorized Series Y preferred from 900K to 1.2M; reduced Junior Preferred from 4.1M to 2.1M shares.

item 1.01 item 3.02 item 5.03 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.: Certificate of Amendment to Series Y Preferred Stock Certificate of Designations increasing authorized shares from 900,000 to 1,200,000 and clarifying conversion ratio (effective 2025-03-31).

Change: charter amendment
Effective: 2025-03-31

Exact text from the filing

to, among other things, (i) increase the authorized shares of Series Y Preferred Stock from 900,000 to 1,200,000 and (ii) clarify that the conversion ratio of Series Y Preferred Stock-to-Common Stock is 1-for-9.0909 (instead of 1-for-100) following the 1-for-11 reverse split of the Common Stock, which occurred on March 3, 2025.

View on SEC.gov

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

Venus Concept Inc.: Certificate of Amendment to Junior Preferred Stock Certificate of Designations decreasing authorized shares from 4,100,000 to 2,100,000 (effective 2025-03-31).

Change: charter amendment
Effective: 2025-03-31

Exact text from the filing

The Junior Preferred Amendment amended the Junior Preferred COD to decrease the authorized shares of Junior Preferred Stock from 4,100,000 to 2,100,000.

View on SEC.gov

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Source: SEC EDGAR

accession 0001140361-25-011679

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