{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-037107","form_type":"8-K","ticker":null,"cik":"0001409269","company_name":"Venus Concept Inc.","filed_at":"2025-10-02T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.332231+00:00","generated_at":"2026-05-17T04:54:53.902218+00:00","sec_items":["1.01","3.02","5.03","7.01","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Venus Concept exchanges $11.48M convertible notes for 545,335 Series Y preferred shares","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-037107","json":"https://secwatch.observer/filing/0001140361-25-037107.json","markdown":"https://secwatch.observer/filing/0001140361-25-037107.md","text":"https://secwatch.observer/filing/0001140361-25-037107.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1409269/000114036125037107/0001140361-25-037107-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1409269/000114036125037107/ef20056518_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T04:54:53.902218+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1c1a82474ba5129dd13c83d9ab8f4576e02e1f45","claim":"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.","evidence_excerpt":"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 ”)","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1409269/000114036125037107/0001140361-25-037107-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"preferred stock"},{"label":"Shares","value":"201,774 shares"},{"label":"Purchaser","value":"Madryn Health Partners, LP"},{"label":"Consideration","value":"exchange of Secured Subordinated Convertible Note, original principal amount of $4,105,696.60"}],"fact_type":"equity_issuance"},{"claim_id":"55bd04dcbf5462988683caa6e0d0a3de38d97c7c","claim":"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.","evidence_excerpt":"(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 ”)","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1409269/000114036125037107/0001140361-25-037107-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"preferred stock"},{"label":"Shares","value":"343,561 shares"},{"label":"Purchaser","value":"Madryn Health Partners (Cayman Master), LP"},{"label":"Consideration","value":"exchange of Secured Subordinated Convertible Note, original principal amount of $6,990,782.23"}],"fact_type":"equity_issuance"},{"claim_id":"bb557ba76ff072f6cfb95d27b810189e5cc6e6e5","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1409269/000114036125037107/0001140361-25-037107-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-09-30"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}