Venus Concept exchanges $6.5M of subordinated notes for Series Y preferred shares; total debt falls to $34.3M

Venus Concept Inc.

Exchanged $6.5M of subordinated convertible notes held by Madryn for 325,651 Series Y preferred shares.
Total debt reduced to $34.3M, down 14% from $39.7M at December 31, 2024.
Bridge loan maturity extended from June 30 to July 31, 2025; liquidity covenants waived through July 31.
Series Y preferred authorized shares increased from 1,200,000 to 1,500,000 via Certificate of Amendment.
Company reaffirms focus on completing previously announced Venus Hair divestiture.

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 0.95

Venus Concept Inc.: The Company filed a Certificate of Amendment to the Certificate of Designations of Series Y Preferred Stock, increasing the authorized shares from 1,200,000 to 1,500,000 (effective 2025-06-30).

Change: charter amendment
Effective: 2025-06-30

Exact text from the filing

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment to Certificate of Designations of Series Y Preferred Stock On June 30, 2025, as required by the Exchange Agreement, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware (the “ Series Y Amendment ”), thereby amending the Certificate of Designations with respect to the Series Y Preferred Stock, as previously filed with the Secretary of State of the State of Delaware on May 24, 2024 and as previously amended on September 26, 2024 and March 31, 2025 (the “ Series Y COD ”). The Series Y Amendment amended the Series Y COD to, among other things, increase the authorized shares of Series Y Preferred Stock from 1,200,000 to 1,500,000 The Series Y Amendment became effective with the Secretary of State of the State of Delaware upon filing.

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Source: SEC EDGAR

accession 0001140361-25-024385

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