Venus Concept exchanges $11.48M convertible notes for 545,335 Series Y preferred shares

Venus Concept Inc.

Exchanged $11.48M principal of subordinated convertible notes with Madryn for 545,335 Series Y preferred shares at $21.05/share.
Post-exchange total debt ~$30.1M, a 24% reduction from $39.7M at Dec 31, 2024.
Bridge loan maturity extended to Oct 31, 2025; delayed draw commitment increased from $21M to $26M.
Minimum liquidity covenant under MSLP loan waived through Oct 31, 2025; cash interest may be added to principal.
Series Y authorized shares increased from 1.5M to 2.1M via Certificate of Amendment.

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.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Venus Concept Inc. issued 201,774 shares of preferred stock to Madryn Health Partners, LP for exchange of Secured Subordinated Convertible Note, original principal amount of $4,105,696.60.

Security: preferred stock
Shares: 201,774 shares
Purchaser: Madryn Health Partners, LP
Consideration: exchange of Secured Subordinated Convertible Note, original principal amount of $4,105,696.60

Exact text from the filing

the Holders agreed to exchange (the “ Exchange ”): (i) that certain Secured Subordinated Convertible Note issued by the Company in favor of Madryn, dated June 30, 2025, in the original principal amount of $4,105,696.60 (the “ Existing Madryn Note ”), for 201,774 shares of the Company’s convertible preferred stock, par value $0.0001 per share, designated as “Series Y Convertible Preferred Stock” (the “ Series Y Preferred Stock ”), to be issued by the Company to Madryn (the “ Madryn Shares ”)

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Venus Concept Inc. issued 343,561 shares of preferred stock to Madryn Health Partners (Cayman Master), LP for exchange of Secured Subordinated Convertible Note, original principal amount of $6,990,782.23.

Security: preferred stock
Shares: 343,561 shares
Purchaser: Madryn Health Partners (Cayman Master), LP
Consideration: exchange of Secured Subordinated Convertible Note, original principal amount of $6,990,782.23

Exact text from the filing

(ii) that certain Secured Subordinated Convertible Note issued by the Company in favor of Madryn Cayman, dated June 30, 2025 (the “ Existing Madryn Cayman Note ,” and together with the Existing Madryn Note, the “ Existing Notes ”), in the original principal amount of $6,990,782.23, for 343,561 shares of Series Y Preferred Stock to be issued by the Company to Madryn Cayman (the “ Madryn Cayman Shares ,” and together with the Madryn Shares, the “ Preferred Shares ”)

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

Venus Concept Inc.: Increased authorized shares of Series Y Preferred Stock from 1,500,000 to 2,100,000 via a Certificate of Amendment filed with the Delaware Secretary of State (effective 2025-09-30).

Change: charter amendment
Effective: 2025-09-30

Exact text from the filing

The Series Y Amendment amended the Series Y COD to, among other things, increase the authorized shares of Series Y Preferred Stock from 1,500,000 to 2,100,000.

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Source: SEC EDGAR

accession 0001140361-25-037107

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