---
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"
generated_at: "2026-05-17T04:54:53.902218+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001140361-25-037107
- form_type: 8-K
- cik: 0001409269
- company_name: Venus Concept Inc.
- filed_at: 2025-10-02T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 3.02, 5.03, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-25-037107
- JSON: https://secwatch.observer/filing/0001140361-25-037107.json
- Plain text: https://secwatch.observer/filing/0001140361-25-037107.txt

## Key facts
- Equity Issuances
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1409269/000114036125037107/0001140361-25-037107-index.htm
- Equity Issuances
  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
  source text: (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_url: https://www.sec.gov/Archives/edgar/data/1409269/000114036125037107/0001140361-25-037107-index.htm
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1409269/000114036125037107/0001140361-25-037107-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.