Venus Concept Inc. 8-K

What Happened
Venus Concept Inc. (VERO) filed an 8-K on February 3, 2026 reporting that on January 29, 2026 it entered into a Consent Agreement and a Twenty Fifth Bridge Loan Amendment with Madryn Health Partners (the lenders). The agreements waive certain minimum liquidity requirements through February 13, 2026, allow Venus USA to apply the February 8, 2026 cash interest payment to principal on the Notes, and extend the maturity of the Bridge Loan from January 31, 2026 to February 13, 2026. On the same day the lenders funded a Seventeenth Delayed Drawdown of $2,000,000; proceeds are expected to be used for general working capital.

Key Details

• Consent Agreement and Twenty Fifth Bridge Loan Amendment executed January 29, 2026 with Madryn Health Partners (LP and Cayman master).
• Covenant waivers and related relief effective through February 13, 2026.
• Bridge Loan maturity extended from January 31, 2026 to February 13, 2026.
• Delayed draw commitment increased from $26,000,000 to $28,000,000; the overall Bridge Financing cap was previously described as $28,237,906.85.
• Seventeenth Delayed Drawdown: $2,000,000 funded on January 29, 2026. Borrowings under the Bridge Financing bear interest at 12% per annum.
• The Bridge Financing and related indebtedness are secured by a priority security interest in the loan parties’ assets. Agreements are filed as Exhibits 10.1 and 10.2 to the 8-K.

Why It Matters
These actions provide near-term relief to Venus Concept by waiving covenant requirements and briefly extending loan maturity, reducing immediate default risk and adding liquidity via the $2.0M draw. However, the financing is high-cost (12% interest) and secured by a priority claim on company assets, which is important for investors to weigh when assessing the company’s financial flexibility and dilution/recapitalization risk going forward.