Venus Concept Inc. 8-K

What Happened

• On December 31, 2025, Venus Concept Inc. and its subsidiaries (Venus Concept USA, Inc.; Venus Concept Canada Corp.; Venus Concept Ltd.) entered into a Consent Agreement and a Twenty Third Bridge Loan Amendment with Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP.
• The Consent Agreement amends relief under the Main Street Priority Loan (MSLP) arrangement (original MSLP Loan Agreement dated December 8, 2020) by waiving certain minimum liquidity requirements through January 14, 2026 and permitting the January 8, 2026 cash interest payment on the Notes to be applied to outstanding principal.
• The Twenty Third Bridge Loan Amendment (amending the Bridge Loan dated April 23, 2024) extends the Bridge Loan maturity from December 31, 2025 to January 14, 2026 and likewise waives specified minimum liquidity requirements through January 14, 2026.
• Copies of the Consent Agreement and the Twenty Third Bridge Loan Amendment are filed as Exhibits 10.1 and 10.2 to the 8‑K.

Key Details

• Effective date of agreements: December 31, 2025.
• Waivers and maturity extension valid through: January 14, 2026.
• Change to interest payment: January 8, 2026 cash interest payment may be applied to principal under the Consent Agreement.
• Affected agreements: MSLP Loan Agreement (Dec 8, 2020) and Bridge Loan Agreement (Apr 23, 2024).

Why It Matters

• These filings document short-term covenant relief and a brief extension of loan maturities to January 14, 2026, which changes the timing of certain cash interest payments and the near-term maturity schedule of Venus Concept’s debt. Investors should note the company has secured lender agreement for temporary liquidity covenant waivers and an interest-for-principal election as disclosed in the 8‑K.