Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2025

VENUS CONCEPT INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38238	06-1681204
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

235 Yorkland Blvd , Suite 900

Toronto, Ontario M2J 4Y8

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (877) 848-8430

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		VERO		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

Amendment and Consent Agreement

On February 28, 2025, Venus Concept Inc. (the “Company”), Venus Concept USA, Inc., a wholly-owned subsidiary of the Company (“Venus USA” or “Borrower”), Venus Concept Canada Corp., a wholly-owned Canadian subsidiary of the Company (“Venus Canada”), and Venus Concept Ltd., a wholly-owned Israeli subsidiary of the Company (“Venus Israel” and together with the Company, Venus USA and Venus Canada, the “Loan Parties”), entered into an Amendment and Consent Agreement with Madryn Health Partners, LP (“Madryn”) and Madryn Health Partners (Cayman Master), LP (“Madryn Cayman,” and together with Madryn, the “Lenders” or the “Holders”) (the “Amendment and Consent Agreement”), to extend the maturity date of the Loan and Security Agreement (Main Street Priority Loan), dated December 8, 2020, among the Lenders, as lenders, and Venus USA, as borrower (the “MSLP Loan Agreement”) from December 8, 2025 to December 8, 2026.

The Amendment and Consent Agreement also granted relief under the MSLP Loan Agreement, such that (i) certain minimum liquidity requirements under the MSLP Loan Agreement are waived through March 31, 2025, and (ii) permit Venus USA to apply the March 8, 2025 cash interest payment due under each Note (as defined in the Amendment and Consent Agreement) to the respective outstanding principal balance of each Note.

The foregoing description of the Amendment and Consent Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment and Consent Agreement, a copy of which is filed hereto as Exhibit 10.1.

Amendment to Secured Subordinated Convertible Notes

As previously reported, on October 4, 2023, the Loan Parties entered into an Exchange Agreement with the Holders (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the Holders agreed to, amongst other things, exchange $26,695,110.58 in aggregate principal amount of outstanding secured convertible notes of the Company for $22,791,748.32 in aggregate principal amount of new secured convertible notes of the Company (the “New Notes”).

On February 28, 2025, the Loan Parties and Holders entered into an Amendment to Secured Subordinated Convertible Notes agreement (the “Madryn Note Amendment”). The Madryn Note Amendment amended the New Notes to extend the maturity date of the New Notes from December 9, 2025 to December 9, 2026.

The foregoing description of the Madryn Note Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Madryn Note Amendment, a copy of which is filed hereto as Exhibit 10.2.

Twelfth Bridge Loan Amendment

On February 28, 2025, the Loan Parties entered into a Twelfth Bridge Loan Amendment Agreement with the Lenders (the “Twelfth Bridge Loan Amendment”). The Twelfth Bridge Loan Amendment amended that certain Loan and Security Agreement, dated April 23, 2024, among Venus USA, as borrower, the Company, Venus Canada and Venus Israel, as guarantors, and the Lenders, as lenders (as amended from time to time, the “Bridge Loan”), to extend the maturity date of the Bridge Loan from February 28, 2025 to March 31, 2025.

The foregoing description of the Twelfth Bridge Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Twelfth Bridge Loan Amendment, a copy of which is filed hereto as Exhibit 10.3.

Amendment to Secured Subordinated Convertible Notes

As previously reported, on January 18, 2024, the Loan Parties entered into a Note Purchase and Registration Rights Agreement (the “Note Purchase Agreement”) with EW Healthcare Partners, L.P. (“EW”) and EW Healthcare Partners-A, L.P. “EWA,” and together with EW, the “Investors”). Pursuant to the Note Purchase Agreement, the Company issued and sold to the Investors $2,000,000 in aggregate principal amount of secured subordinated convertible notes (the “Notes”).

On February 28, 2025, Loan Parties and Investors entered into an Amendment to Secured Subordinated Convertible Notes agreement (the “EW Note Amendment”). The EW Note Amendment amends the Notes to extend the maturity date of the Notes from December 9, 2025 to December 9, 2026.

The foregoing description of the EW Note Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the EW Note Amendment, a copy of which is filed hereto as Exhibit 10.4.

Item 3.03

Material Modification to Rights of Security Holders

On March 3, 2025, the Company effected a 1-for-11 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, par value $0.0001 per share (“Common Stock”) by the filing of a Certificate of Amendment of Certificate of Incorporation (the “Certificate”) with the Secretary of State of the State of Delaware pursuant to the Delaware General Corporation Law. The Reverse Stock Split became effective at 5:00 p.m. Eastern Time on March 3, 2025. The Company anticipates that the Common Stock will begin to trade on a Reverse Stock Split-adjusted basis as of the opening of the Nasdaq Capital Market on March 4, 2025.

On February 14, 2025, the Company held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved the Reverse Stock Split at a ratio ranging from 1-for-5 up to a ratio of 1-for-16, such ratio and the implementation and timing of such Reverse Stock Split to be determined by the Company’s Board of Directors (the “Board”) at its discretion. Following the Special Meeting on February 14, 2025, the Board approved the Reverse Stock Split at a ratio of 1-for-11 shares.

As a result of the Reverse Stock Split, every 11 shares of Common Stock issued and outstanding were automatically reclassified into one new share of Common Stock. The Reverse Stock Split did not modify any rights or preferences of the shares of Common Stock. Proportionate adjustments will be made to the exercise or conversion prices and the number of shares underlying the Company’s outstanding equity awards, convertible securities and warrants, as well as to the number of shares issued and issuable under the Company’s equity incentive plans. The conversion ratio of our preferred stock will also be proportionately adjusted with respect to shares of preferred stock issued and outstanding before the Reverse Stock Split. The Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split will not affect the number of authorized shares of Common Stock or the par value of the Common Stock.

No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split were automatically rounded up to the nearest whole share. Ownership percentages did not meaningfully change as a result of rounding up the fractional shares. Similarly, no fractional shares were issued on the exercise of outstanding stock options, awards or rights, except as otherwise expressly specified in the documents governing such stock options, awards or rights.

The foregoing descriptions of the Certificate does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.	Description

3.1	Certificate of Amendment, filed February 28, 2025

10.1	Amendment and Consent Agreement, dated February 28, 2025, by and among Venus Concept Inc., Venus Concept Canada Corp., Venus Concept USA Inc., Venus Concept Ltd., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP

10.2	Second Amendment to Secured Subordinated Convertible Notes, dated February 28, 2025, by and among Venus Concept Inc., Venus Concept Canada Corp., Venus Concept USA Inc., Venus Concept Ltd., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP

10.3	Twelfth Amendment to Bridge Loan Agreement, dated February 28, 2025, by and among Venus Concept USA, Inc., Venus Concept Inc., Venus Concept Canada Corp., Venus Concept Ltd., Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP

10.4	Amendment to Secured Subordinated Convertible Notes, dated February 28, 2025, by and among Venus Concept Inc., Venus Concept Canada Corp., Venus Concept USA Inc., Venus Concept Ltd., EW Healthcare Partners, L.P. and EW Healthcare Partners-A, L.P

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VENUS CONCEPT INC.

Date: March 4, 2025	By:	/s/ Michael Mandarello
		Michael Mandarello
		Chief Legal Officer

Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

VENUS CONCEPT INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows:

FIRST: The name of the Corporation is Venus Concept Inc. (the "Corporation").

SECOND: The original Certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 22, 2002 under the name Restoration Robotics, Inc. and such Certificate of Incorporation was amended on November 7, 2019.

THIRD: The Board of Directors (the "Board") of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Certificate of Incorporation as follows:

1. Article IV of the Certificate of Incorporation of the Corporation, as presently in effect, is hereby amended by deleting Section 3 in its entirety and replacing it with the following Section 3:

Section 3. At 5:00pm eastern time on Monday March 3, 2025 (the "Effective Time") pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, the shares of the Corporation's Common Stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Effective Time shall be combined into a smaller number of shares such that each eleven (11) shares of issued and outstanding Common Stock immediately prior to the Effective Time are combined into one (1) validly issued, fully paid and nonassessable share of Common Stock, par value $0.0001 per share. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the combination, following the Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such holder), will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share. In any event, cash will not be paid for fractional Common Stock.

Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been combined, provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been combined.

FOURTH: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 28^th day of February, 2025.

By:	/s/Michael Mandarello
	Authorized Officer

Title:	General Counsel and Corporate Secretary

Name:	Michael Mandarello
	Print or Type

Exhibit 10.1

Execution Version

AMENDMENT AND CONSENT AGREEMENT

This AMENDMENT AND CONSENT AGREEMENT (the “Agreement”) dated as of February 28, 2025 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (“Venus Canada”), (d) VENUS CONCEPT LTD., a company formed under the Companies Law of Israel “Venus Israel” and, together with Venus Concept and Venus Canada, the “Guarantors”; the Borrower and the Guarantors shall be referred to herein, collectively, as the “Loan Parties”), and (e) each of (i) MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership (“Madryn Health”) and (ii) MADRYN HEALTH PARTNERS (CAYMAN MASTER), LP, a Cayman Islands limited partnership (“Madryn Cayman” and, together with Madryn Health, the “Lenders”; together the Lender and the Loan Parties are hereinafter referred to as the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Loan Agreement (as defined below).

RECITALS

WHEREAS, CITY NATIONAL BANK OF FLORIDA (“CNB”) and the Borrower were parties to that certain Loan and Security Agreement (Main Street Priority Loan), dated as of December 8, 2020 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Loan Agreement”), between CNB, as lender, and Borrower, pursuant to which CNB provided Borrower a term loan in the principal amount of Fifty Million Dollars ($50,000,000.00) (the “Loan”) issued pursuant to the Main Street Priority Loan Facility, all upon certain terms and conditions set forth in the Loan Agreement and in the other Loan Documents (as defined in the Loan Agreement), as amended by that certain Loan Amendment and Consent Agreement, dated as of May 24, 2024, made among the Loan Parties and the Lenders, that certain Loan Amendment and Consent Agreement, dated as of July 8, 2024, made among the Loan Parties and the Lenders and that certain Third Loan Amendment, First Subordination Agreement Amendment and Consent Agreement, dated as of September 26, 2024, made among the Loan Parties and the Lenders;

WHEREAS, to evidence Borrower’s repayment obligations under the Loan Agreement, Borrower executed a Promissory Note in favor of CNB dated December 8, 2020 (as amended, amended and restated, supplemented, waived, exchanged or otherwise modified from time to time, the “Original Note”), in the original principal amount of $50,000,000.00;

WHEREAS, in connection with the Loan, Venus Concept and Venus Canada have previously issued a Guaranty of Payment and Performance, originally dated as of December 8, 2020, in favor of the Lender (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Main Street Guaranty”);

WHEREAS, in connection with the Loan, (i) the Borrower, each Lender and CNB entered into that certain Subordination of Debt Agreement, dated as of December 8, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Borrower Main Street Subordination Agreement”), (ii) Venus Concept, each Lender and CNB entered into that certain Subordination of Debt Agreement, dated as of December 8, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Venus Concept. Main Street Subordination Agreement”), (iii) Venus Canada, each Lender and CNB entered into that certain Subordination of Debt Agreement, dated as of December 8, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Canada Main Street Subordination Agreement”), and (iv) the Venus Israel, each Lender and CNB entered into that certain Subordination of Debt Agreement, dated as of October 4, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Israeli Main Street Subordination Agreement” and, together with the Borrower Main Street Subordination Agreement, the Venus Concept Main Street Subordination Agreement and the Canada Main Street Subordination Agreement, the “Madryn Main Street Subordination Agreements” and each, a “Madryn Main Street Subordination Agreement”);

Exhibit 10.1

WHEREAS, pursuant to that certain Main Street Loan – Venus Concept – Sale and Assignment Agreement, dated as of April 23, 2024, between CNB and the Lenders, CNB assigned, transferred, and conveyed all of its rights, title, and interest in and to the Loan, Note, the Loan Agreement, the Main Street Guaranty, the Madryn Main Street Subordination Agreements, all other Loan Documents and any related documents to the Lenders;

WHEREAS, pursuant to that certain Exchange Agreement, dated as of May 24, 2024, and made among the Borrower, Venus Concept, and the Lenders, the Lenders exchanged the Original Note for (a) two new promissory notes issued by the Borrower to each of Madryn Health and Madryn Cayman (as amended, amended and restated, supplemented, waived, exchanged or otherwise modified from time to time, collectively, the “May 2024 Notes”) and (b) shares of preferred stock of Venus Concept;

WHEREAS, pursuant to that certain Exchange Agreement, dated as of September 26, 2024, and made among the Borrower, Venus Concept, and the Lenders, the Lenders exchanged the May 2024 Notes for (a) two new promissory notes issued by the Borrower to each of Madryn Health and Madryn Cayman (as amended, amended and restated, supplemented, waived, exchanged or otherwise modified from time to time, collectively, the “Notes” and each, a “Note”) and (b) shares of preferred stock of Venus Concept;

WHEREAS, the Borrower has requested the Notes be amended to provide for certain modifications thereto;

WHEREAS, the Borrower will be required to pay to the Lenders accrued interest on the Notes on March 8, 2025 (such interest, the “March 2025 Interest”);

WHEREAS, the Borrower has requested that in lieu of paying the March 2025 Interest in cash, the Lenders consent to the payment by the Borrower of the March 2025 Interest by adding such interest to the outstanding principal amount of the Loan effective as of March 8, 2025 (such payment, the “March 2025 PIK Interest Payment”);

WHEREAS, the Borrower has requested relief from the obligation to comply with the requirements of Section 7(a) of the Loan Agreement (“Liquidity”) in respect of the Borrower’s minimum liquidity amounts (“Requested Minimum Liquidity Consent”); and

WHEREAS, the Lenders are willing to consent to the March 2025 PIK Interest Payment and the Requested Minimum Liquidity Consent, subject to the terms and conditions hereof, and amend the Notes;

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Consents.

(a)

March 2025 PIK Interest Payment Consent.

(i) Subject to the other terms and conditions of this Agreement, the Lenders hereby consent to the March 2025 PIK Interest Payment. The above consent shall not otherwise modify or affect the Borrower and the other Loan Parties’ obligations to comply fully with any other duty, term, condition or covenant contained in the Loan Agreement, the Notes, or any other Loan Document in the future and is limited solely to the matters set forth in this Section 1(a). Nothing contained in this Agreement shall be deemed to constitute a waiver of any duty, term, condition or covenant contained in the Loan Agreement, the Notes or any other Loan Document in the future, or any other rights or remedies any Lender may have under the Loan Agreement, the Notes or any other Loan Documents or under applicable law.

Exhibit 10.1

(ii) The Borrower and the Lenders acknowledge and agree that in lieu of making cash payment of the March 2025 Interest, the Borrower will pay such interest to the Lenders on March 8, 2025 by adding such interest to the outstanding principal amount of the Loan on such date. Any and all such paid-in-kind interest so added to the principal amount of the Loan shall constitute and increase the principal amount of the Loans for all purposes under this Agreement and shall bear interest in accordance with the provisions of the Loan Agreement and Notes.

(b) Requested Minimum Liquidity Consent. The Lenders, as of the date hereof, hereby approve the Requested Minimum Liquidity Consent and agree that until March 31, 2025, the failure of any of the Loan Parties to comply with the obligations of Section 7(a) of the Loan Agreement shall not constitute an Event of Default under the Loan Agreement or the Notes. The above consent shall not otherwise modify or affect the Borrower’s and the other Loan Parties’ obligations to comply fully with the terms of the Loan Agreement, the Notes or any other Loan Document in the future and is limited solely to the matters set forth in this Section 1(b). Nothing contained in this Agreement shall be deemed to constitute a waiver of any duty, term, condition or covenant contained in the Loan Agreement, the Notes or any other Loan Document in the future, or any other rights or remedies any Lender may have under the Loan Agreement, the Notes or any other Loan Documents or under applicable law.

Amendments to Notes.

(a)

Section C (Payment Terms) of each Note is hereby amended by replacing the text “December 8, 2025” with the text “December 8, 2026”.

(b)

Clause (c) of Section H (Default and Acceleration) of each Note is hereby amended and restated in its entirety to read as follows:

(i) A “Default” or an “Event of Default” (as defined in each respective document) beyond any applicable notice and cure period occurs under any of the Loan Agreement or any of the Loan Documents or (ii) Venus Concept fails to comply with Section 4.15 (Shareholder Approval) of that certain Exchange Agreement, dated as of September 26, 2024, by and among the Company, Venus USA, Madryn and Madryn Cayman, as amended, restated or otherwise modified from time to time; or

3. Conditions Precedent. This Agreement shall be effective upon the date on which the Lenders shall have received counterparts of this Agreement duly executed by the Borrower, the Guarantors, and the Lenders.

4. Reaffirmation. Each of the Loan Parties acknowledges and reaffirms (a) that it is bound by all of the terms of the Loan Documents to which it is a party and (b) that it is responsible for the observance and full performance of all Obligations, including without limitation, the repayment of the Loan. Furthermore, the Loan Parties acknowledge and confirm that by entering into this Agreement, the Lenders do not, except as expressly set forth herein, waive or release any term or condition of the Loan Agreement, the Notes or any of the other Loan Documents or any of their rights or remedies under such Loan Documents or any applicable law or any of the obligations of the Loan Parties thereunder.

Exhibit 10.1

5. Representations and Warranties. Each Loan Party represents and warrants to the Lenders as follows:

(a)

As of the Effective Date, no Event of Default has occurred and is continuing.

(b) The representations and warranties of the Borrower and each other Loan Party contained in Section 5 of the Loan Agreement, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to material adverse effect) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to material adverse effect) as of such earlier date.

(c) Each Loan Party has the full power and authority to enter into, execute and deliver this Agreement and perform its obligations hereunder, under the Loan Agreement and under each of the other Loan Documents. The execution, delivery and performance by each Loan Party of this Agreement, and the performance by each Loan Party of the Loan Agreement and each other Loan Document to which it is a party, in each case, are within such person’s powers and have been authorized by all necessary corporate action of such person.

(d) This Agreement has been duly executed and delivered by such person and constitutes such person’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(e) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such person of this Agreement.

(f) The execution and delivery of this Agreement does not (i) violate, contravene or conflict with any provision of its organization documents or (ii) materially violate, contravene or conflict with any laws applicable to it or its subsidiaries.

(g) The Loan Parties’ obligations are not reduced or modified by this Agreement and are not subject to any offsets, defenses or counterclaims.

6. Release. As a material part of the consideration for the Lenders entering into this Agreement (this Section 6, the “Release Provision”):

(a) Each Loan Party agrees that the Lenders, each of their respective affiliates and each of the foregoing persons’ respective officers, managers, members, directors, advisors, sub- advisors, partners, agents and employees, and their respective successors and assigns (hereinafter all of the above collectively referred to as the “Lender Group”), are irrevocably and unconditionally released, discharged and acquitted from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act under or otherwise arising in connection with the Loan Agreement, the Notes or the other Loan Documents on or prior to the date hereof.

Exhibit 10.1

(b) Each Loan Party hereby acknowledges, represents and warrants to the Lender Group that:

(i) it has read and understands the effect of the Release Provision. Each Loan Party has had the assistance of independent counsel of its own choice, or has had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for such Loan Party has read and considered the Release Provision and advised such Loan Party with respect to the same. Before execution of this Agreement, each Loan Party has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision.

(ii) no Loan Party is acting in reliance on any representation, understanding, or agreement not expressly set forth herein. Each Loan Party acknowledges that the Lender Group has not made any representation with respect to the Release Provision except as expressly set forth herein.

(iii) each Loan Party has executed this Agreement and the Release Provision thereof as its free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person.

(iv) each Loan Party is the sole owner of its respective claims released by the Release Provision, and no Loan Party has heretofore conveyed or assigned any interest in any such claims to any other Person.

(c) The Loan Parties understand that the Release Provision was a material consideration in the agreement of the Lenders to enter into this Agreement. The Release Provision shall be in addition to any right, privileges and immunities granted to the Lenders under the Loan Documents.

Miscellaneous.

(a) The Loan Agreement and the Notes, each as may be modified hereby, and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Agreement shall constitute a Loan Document under the Loan Agreement.

(b) This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(c) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signature pages follow]

Exhibit 10.1

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

	VENUS CONCEPT USA INC.,
	as Borrower and a Grantor

	By:	/s/ Rajiv De Silva
	Name:	Rajiv De Silva
	Title:	President and Assistant Secretary

	VENUS CONCEPT INC.,
	as a Guarantor and a Grantor

	By:	/s/ Rajiv De Silva
	Name:	Rajiv De Silva
	Title:	Chief Executive Officer

	VENUS CONCEPT CANADA CORP.,
	as a Guarantor and a Grantor

	By:	/s/ Hemanth Varghese
	Name:	Hemanth Varghese
	Title:	President and General Manager

	VENUS CONCEPT LTD,
	as a Guarantor and a Grantor

	By:	/s/ Rajiv De Silva
	Name:	Rajiv De Silva
	Title:	Chief Executive Officer

Signature Page to Amendment and Consent Agreement

Exhibit 10.1

	MADRYN HEALTH PARTNERS, LP, as a Lender

	By:	MADRYN HEALTH ADVISORS, LP,
		its General Partner

	By:	MADRYN HEALTH ADVISORS GP, LLC,
		its General Partner

	By:	s Avinash Amin
	Name:	Avinash Amin
	Title:	Member

	MADRYN HEALTH PARTNERS (CAYMAN
	MASTER), LP, as a Lender

	By:	MADRYN HEALTH ADVISORS, LP,
		its General Partner

	By:	MADRYN HEALTH ADVISORS GP, LLC,
		its General Partner

	By:	s Avinash Amin
	Name:	Avinash Amin
	Title:	Member

Signature Page to Amendment and Consent Agreement

Exhibit 10.2

Execution Version

SECOND AMENDMENT TO

SECURED SUBORDINATED CONVERTIBLE NOTES

This Second Amendment to Secured Subordinated Convertible Notes (this “Amendment”), dated as of February 28, 2025 (the “Effective Date”), is entered into by and among Venus Concept Inc., a Delaware corporation (the “Company”), Venus Concept USA Inc. (“Venus USA”), Venus Concept Canada Corp. (“Venus Canada”), Venus Concept Ltd. (“Venus Israel” and together with Venus USA and Venus Canada, the “Guarantors”), Madryn Health Partners, LP, a Delaware limited partnership (“Madryn”), Madryn Health Partners (Cayman Master), LP, a Cayman Islands limited partnership (“Madryn Cayman,” and together with Madryn, each in their capacity as Holder under the Notes, the “Investors”), and Madryn Health Partners, LP, in its capacity as Collateral Agent under the Guaranty and Security Agreement (the “Collateral Agent”, and together with the Company, the Guarantors and the Investors, the “Parties”).

WHEREAS, the Parties are party to that certain Exchange Agreement, dated as of October 4, 2023, pursuant to which the Company issued and sold (i) to Madryn a secured subordinated convertible note in the aggregate principal amount of $8,432,946.88 (as amended to date, the “Madryn Note”), and (ii) to Madryn Cayman a secured subordinated convertible note in the aggregate principal amount of $14,358,801.44 (as amended to date, the “Madryn Cayman Note,” and together with the Madryn Note, the “Notes”).

WHEREAS, each Guarantor is a Grantor under that certain Guaranty and Security Agreement, dated as of December 9, 2020 (as amended, modified, restated or supplemented from time to time, the “Guaranty and Security Agreement”), pursuant to which the Grantors from time to time party thereto have granted a security interest to the Collateral Agent as collateral for the obligations of the Company under the Notes;

WHEREAS, each Note may be amended by a written instrument signed by the applicable Parties; and

WHEREAS, the Parties desire to amend certain terms of each Note.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. Capitalized terms used and not defined in this Amendment have the meanings given to such terms in the Notes or the Guaranty and Security Agreement, as applicable.

2. Amendments.

(a)

Section 4.1(c) of each Note is amended and restated in its entirety to read as follows:

(c) (i) The occurrence of any default, event of default, or similar term under (A) the MSPLP Facility; or (B) that certain Loan and Security Agreement, dated as of April 23, 2024, by and among Venus USA, the Company, Venus Canada, Venus Israel, Madryn and Madryn Cayman, as amended, restated or otherwise modified from time to time; or (ii) non-compliance by the Company with Section 4.15 (Shareholder Approval) of that certain Exchange Agreement, dated as of September 26, 2024, by and among the Company, Venus USA, Madryn and Madryn Cayman, as amended, restated or otherwise modified from time to time; in each case after the expiration of all applicable notice, grace and cure periods.

Exhibit 10.2

(b) Section 29.52 of each Note is amended and restated in its entirety to read as follows:

29.52 “Maturity Date” means December 9, 2026.

3. Collateral Matters. As of the Effective Date, each Guarantor hereby irrevocably, absolutely and unconditionally reaffirms its status as a Grantor under the Guaranty and Security Agreement and agrees to be bound by all terms, conditions, obligations, liabilities and undertakings of each Grantor or to which each Grantor is subject thereunder, including without limitation the grant pursuant to Section 3 of the Guaranty and Security Agreement of a security interest to the Collateral Agent, for the benefit of the Secured Parties, in the property and rights constituting Collateral of such Grantor or in which such Grantor has or may have or acquire an interest or the power to transfer rights therein, whether now owned or existing or hereafter created, acquired or arising and wheresoever located, as security for the payment and performance of the Obligations, all with the same force and effect as if such Guarantor were a signatory to the Guaranty and Security Agreement.

4. Full Force and Effect. Except as amended hereby, the Notes shall remain in full force and effect in accordance with the provisions thereof, as in effect on the date hereof.

[Signature Pages Follow]

Exhibit 10.2

IN WITNESS WHEREOF, the Parties have caused this Amendment to Secured Subordinated Convertible Notes to be executed to be effective as of the date first written above.

	VENUS CONCEPT INC.

	By:	/s/ Rajiv De Silva
	Name:	Rajiv De Silva
	Title:	CEO

	VENUS CONCEPT USA INC., as a Guarantor and Grantor under the Guaranty and Security Agreement

	By:	/s/ Rajiv De Silva
	Name:	Rajiv De Silva
	Title:	President and Assistant Secretary

	VENUS CONCEPT CANADA CORP., as a Guarantor and Grantor under the Guaranty and Security Agreement

	By:	/s/ Hemanth Varghese
	Name:	Hemanth Varghese
	Title:	President and General Manager

	VENUS CONCEPT LTD, as a Guarantor and Grantor under the Guaranty and Security Agreement

	By:	/s/ Rajiv De Silva
	Name:	Rajiv De Silva
	Title:	Chief Executive Officer

[Second Amendment to Secured Subordinated Convertible Notes]

Exhibit 10.2

	MADRYN HEALTH PARTNERS, LP, as an Investor

	By:	Madryn Health Advisors, LP, its General Partner

	By:	Madryn Health Advisors GP, LLC, its General Partner

	By:	/s/ Avinash Amin
	Name:	Avinash Amin
	Title:	Member

	MADRYN HEALTH PARTNERS (CAYMAN MASTER), LP, as an Investor

	By:	Madryn Health Advisors, LP, its General Partner

	By:	Madryn Health Advisors GP, LLC, its General Partner

	By:	/s/Avinash Amin
	Name:	Avinash Amin
	Title:	Member

	MADRYN HEALTH PARTNERS, LP, as Collateral Agent

	By:	Madryn Health Advisors, LP, its General Partner

	By:	Madryn Health Advisors GP, LLC, its General Partner

	By:	/s/Avinash Amin
	Name:	Avinash Amin
	Title:	Member

[Second Amendment to Secured Subordinated Convertible Notes]

Exhibit 10.3

Execution Version

TWELFTH AMENDMENT TO BRIDGE LOAN AGREEMENT

This TWELFTH AMENDMENT TO BRIDGE LOAN AGREEMENT (this “Agreement”), dated as of February 28, 2025 (the “Effective Date”), is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (“Venus Canada”), (d) VENUS CONCEPT LTD., a company formed under the Companies Law of Israel (“Venus Israel” and, together with Venus Concept and Venus Canada, the “Guarantors”; the Borrower and the Guarantors shall be referred to herein, collectively, as the “Loan Parties”), (e) MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, and MADRYN HEALTH PARTNERS (CAYMAN MASTER), LP, a Cayman Islands limited partnership, as Lenders (the “Lenders”, and each, a “Lender”) and (f) MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as Administrative Agent (the “Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Loan Agreement (as defined below).

RECITALS

WHEREAS, the Loan Parties, the Lenders and the Agent entered into that certain Loan and Security Agreement, dated as of April 23, 2024 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Loan Agreement”), pursuant to which the Lenders agreed to make a term loan to the Borrower in the original principal amount of $2,237,906.85 and one or more delayed draw term loans of up to an additional principal amount of $11,000,000.00, in each case, subject to the terms and conditions of the Loan Agreement;

WHEREAS, the Borrower has requested that the Loan Agreement be amended to provide for certain modifications thereto; and

WHEREAS, the Lenders are willing to amend the Loan Agreement, subject to the terms and conditions of this Agreement.

Amendments to Loan Agreement.

(a) The definition of “Maturity Date” in Section 1.01 of the Loan Agreement is hereby amended by replacing the text “February 28, 2025” with the text “March 31, 2025”.

(b) Section 7.01(d) of the Loan Agreement is hereby and amended and restated to read in its entirety as follows:

(d) Cross-Default. (A) A Loan Party fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder and, for the avoidance of doubt, including the Main Street Priority Loan), (B) a Loan Party fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity or (c) Venus Concept fails to comply with Section 4.15 (Shareholder Approval) of that certain Exchange Agreement, dated as of September 26, 2024, by and among Venus Concept, Venus USA and the Lenders, as amended, restated or otherwise modified from time to time; or

Exhibit 10.3

2. Conditions Precedent. This Agreement shall be effective upon the date on which the Lenders shall have received counterparts of this Agreement duly executed by the Borrower, the Guarantors, and the Lenders.

3. Reaffirmation. Each of the Loan Parties acknowledges and reaffirms (a) that it is bound by all of the terms of the Loan Documents to which it is a party and (b) that it is responsible for the observance and full performance of all Obligations, including without limitation, the repayment of the Term Loan. Furthermore, the Loan Parties acknowledge and confirm that by entering into this Agreement, the Lenders do not, except as expressly set forth herein, waive or release any term or condition of the Loan Agreement or any of the other Loan Documents or any of their rights or remedies under such Loan Documents or any applicable law or any of the obligations of the Loan Parties thereunder.

Representations and Warranties. Each Loan Party represents and warrants to the Lenders as follows:

(a)

As of the Effective Date, no Event of Default has occurred and is continuing.

(b) The representations and warranties of the Borrower and each other Loan Party contained in Article IV of the Loan Agreement, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to material adverse effect) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to material adverse effect) as of such earlier date.

(e) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with the execution, delivery or performance by such person of this Agreement.

Exhibit 10.3

(g) The Loan Parties’ obligations are not reduced or modified by this Agreement and are not subject to any offsets, defenses or counterclaims.

5. Release. As a material part of the consideration for the Lenders entering into this Agreement (this Section 5, the “Release Provision”):

(a) Each Loan Party agrees that the Lenders, each of their respective affiliates and each of the foregoing persons’ respective officers, managers, members, directors, advisors, sub- advisors, partners, agents and employees, and their respective successors and assigns (hereinafter all of the above collectively referred to as the “Lender Group”), are irrevocably and unconditionally released, discharged and acquitted from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act under or otherwise arising in connection with the Loan Agreement or the other Loan Documents on or prior to the date hereof.

(b) Each Loan Party hereby acknowledges, represents and warrants to the Lender Group that:

Miscellaneous.

Exhibit 10.3

(a) The Loan Agreement, as modified hereby, and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Agreement shall constitute a Loan Document under the Loan Agreement.

(c) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Signature pages follow

Exhibit 10.3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

	VENUS CONCEPT USA INC.,
	as Borrower

	By:	/s/ Rajiv De Silva
	Name:	Rajiv De Silva
	Title:	President and Assistant Secretary

	VENUS CONCEPT INC.,
	as a Guarantor

	By:	/s/ Rajiv De Silva
	Name:	Rajiv De Silva
	Title:	Chief Executive Officer

	VENUS CONCEPT CANADA CORP.,
	as a Guarantor

	By:	/s/ Hemanth Varghese
	Name:	Hemanth Varghese
	Title:	President and General Manager

	VENUS CONCEPT LTD,
	as a Guarantor

	By:	/s/ Rajiv De Silva
	Name:	Rajiv De Silva
	Title:	Chief Executive Officer

Twelfth Amendment to Bridge Loan Agreement

Exhibit 10.3

	MADRYN HEALTH PARTNERS, LP, as a Lender
	By:	MADRYN HEALTH ADVISORS, LP,
		its General Partner

	By:	MADRYN HEALTH ADVISORS GP, LLC,
		its General Partner

	By:	/s/ Avinash Amin
	Name:	Avinash Amin
	Title:	Member

	MADRYN HEALTH PARTNERS (CAYMAN
	MASTER), LP, as a Lender

	By:	MADRYN HEALTH ADVISORS, LP,
		its General Partner

	By:	MADRYN HEALTH ADVISORS GP, LLC,
		its General Partner

	By:	/s/ Avinash Amin
	Name:	Avinash Amin
	Title:	Member

	MADRYN HEALTH PARTNERS, LP, as
	Administrative Agent

	By:	MADRYN HEALTH ADVISORS, LP,
		its General Partner

	By:	MADRYN HEALTH ADVISORS GP, LLC,
		its General Partner

	By:	/s/ Avinash Amin
	Name:	Avinash Amin
	Title:	Member

Twelfth Amendment to Bridge Loan Agreement

Exhibit 10.4

AMENDMENT TO SECURED SUBORDINATED CONVERTIBLE NOTES

This AMENDMENT TO SECURED SUBORDINATED CONVERTIBLE NOTES (this “Amendment”) dated February 28, 2025 (the “Effective Date”), is made by and among VENUS CONCEPT INC., a Delaware corporation (“Venus Concept”), VENUS CONCEPT USA INC., VENUS CONCEPT CANADA CORP., and VENUS CONCEPT LTD. (collectively, the “Guarantors” and together with Venus Concept the “Obligors”), and each investor identified on the signature pages (each, an “Investor” and collectively, the “Investors”) to those certain Secured Subordinated Convertible Notes, dated as of January 18, 2024 (the “EW Notes”). Capitalized terms used and not defined in this Amendment shall have the meanings given to them in the EW Notes.

RECITALS

WHEREAS, Venus Concept has requested the EW Notes be amended to extend the maturity date of the EW Notes;

WHEREAS, the Investors are willing to grant such extension, subject to the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Maturity Date Amendment. The definition of “Maturity Date” in Section 29.54 is hereby amended and restated in its entirety as follows:

29.54 “Maturity Date” means December 9, 2026.

2. Conditions Precedent. This Amendment shall be effective upon the date on which the Investors have received counterparts of this Amendment duly executed by the Obligors and the Investors.

3. Reaffirmation. Each Obligor acknowledges and reaffirms that it is (a) bound by all of the terms of the Transaction Documents to which it is a party and (b) responsible for the observance and full performance of all Obligations. Furthermore, the Obligors acknowledge and confirm that by entering into this Amendment, the Investors and Collateral Agent do not, except as expressly set forth herein, waive or release any term or condition of any of the Transaction Documents, as amended by this Amendment, or any of the Investors’ or Collateral Agent’s rights or remedies under such Transaction Documents or any applicable law.

4. Representations and Warranties. After giving effect to this Amendment, the Obligors represent and warrant to the Investors as follows:

(a)

As of the Effective Date, no Event of Default has occurred and is continuing.

(b)

The representations and warranties of the Obligors contained in the Transaction Documents are true and correct in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to material adverse effect) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (and in all respects if any such representation and warranty is already qualified by materiality or reference to material adverse effect) as of such earlier date.

Exhibit 10.4

(c)

Each Obligor has the full power and authority to enter into, execute, and deliver this Amendment and perform its obligations hereunder and under the Transaction Documents to which it is a party. The execution, delivery, and performance by each Obligor of this Amendment, and the performance by each Obligor of the Transaction Documents to which it is a party, in each case, are within such Obligor’s powers and have been authorized by all necessary corporate action of such Obligor.

(d) This Amendment has been duly executed and delivered by the Obligors and constitutes their legal, valid, and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(e) No consent, approval, authorization or order of, or filing, registration, or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by the Obligors of this Amendment.

(f) The execution and delivery of this Amendment does not (i) violate, contravene, or conflict with any provision of the Obligors’ organizational documents or (ii) materially violate, contravene, or conflict with any laws applicable to the Obligors or their respective subsidiaries

(g) The Obligors’ obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses, or counterclaims.

5. Release. As a material part of the consideration for the Investors entering into this Amendment (this Section 5, the “Release Provision”):

(a) The Obligors agree that the Investors, Collateral Agent, each of their respective affiliates and each of the foregoing Persons’ respective officers, managers, members, directors, advisors, partners, agents, and employees, and their respective successors and assigns (collectively, the “Collateral Agent Group”), are irrevocably and unconditionally released, discharged, and acquitted from any and all actions, causes of action, claims, demands, damages, and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected, to the extent that any of the foregoing arises from any action or failure to act under, or otherwise arising in connection with, the Transaction Documents on or prior to the date hereof.

(b) The Obligors acknowledge, represent, and warrant to the Collateral Agent Group that:

Exhibit 10.4

(i) The Obligors have read and understand the effect of the Release Provision. The Obligors have had the assistance of independent counsel of their own choice, or have had the opportunity to retain such independent counsel, in reviewing, discussing, and considering the Release Provision; and if counsel was retained, counsel for the Obligors has read and considered the Release Provision and advised the Obligors with respect to the same. Before execution of this Amendment, the Obligors have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of the Release Provision.

(ii) The Obligors are not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. The Obligors acknowledge that the Collateral Agent Group has not made any representation with respect to the Release Provision except as expressly set forth herein.

(iii) The Obligors have executed this Amendment and the Release Provision thereof as their free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person.

(iv) The Obligors are the sole owner of its respective claims released by the Release Provision, and the Obligors have not heretofore conveyed or assigned any interest in any such claims to any other Person.

(c) The Obligors understand that the Release Provision was a material consideration in the agreement of the Collateral Agents to enter into this Amendment. The Release Provision shall be in addition to any right, privileges, and immunities granted to the Collateral Agent under the Transaction Documents.

Miscellaneous.

(a) The EW Notes, as may be modified hereby, and the obligations of the Obligors thereunder and under the other Transaction Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Amendment shall constitute a Transaction Document under the NPA.

(b) Except as specifically provided in this Amendment, this Amendment does not vary the terms and provisions of the NPA, any EW Notes or any other Transaction Document. This Amendment shall not impair the rights, remedies, and security given in and by the NPA, any Note or any other Transaction Document. The terms of this Amendment shall control any conflict between its terms and those of the NPA.

(c) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, and all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by scanned .pdf or DocuSign shall be effective as an original.

(d) Venus Concept agrees to reimburse the Investors, upon execution of this Amendment, for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Investors) incurred in connection with the negotiation, preparation, and execution of this Amendment and all other documents negotiated, prepared, and executed in connection with this Amendment.

***

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

	VENUS CONCEPT:

	VENUS CONCEPT INC.

	By:	/s/ Rajiv DeSilva
	Name:	Rajiv DeSilva
	Title:	Chief Executive Officer


	GUARANTORS:

	VENUS CONCEPT CANADA CORP.

	By:	/s/ Hemanth Varghese
	Name:	Hemanth Varghese
	Title:	President and General Manager

	VENUS CONCEPT LTD.

	By:	/s/ Rajiv DeSilva
	Name:	Rajiv DeSilva
	Title:	Chief Executive Officer

	VENUS CONCEPT USA INC.

	By:	/s/ Rajiv DeSilva
	Name:	Rajiv DeSilva
	Title:	President and Assistant Secretary

Amendment to Secured Subordinated Convertible Notes

EW HEALTHCARE PARTNERS, L.P., as Investor

By:	ESSEX WOODLANDS FUND IX-GP, L.P.,
Its: General Partner

By:	ESSEX WOODLANDS IX, LLC,
Its: General Partner

By:	/s/ R. Scott Barry
Name:	R. Scott Barry
Title:	Manager

EW HEALTHCARE PARTNERS-A, L.P., as

Investor By:	ESSEX WOODLANDS FUND IX-GP, L.P.,
Its: General Partner

By:	ESSEX WOODLANDS IX, LLC,
Its: General Partner

By:	/s/ R. Scott Barry
Name:	R. Scott Barry
Title:	Manager

EW HEALTHCARE PARTNERS, L.P., as Collateral Agent

By:	ESSEX WOODLANDS FUND IX-GP, L.P.,
its General Partner

By:	ESSEX WOODLANDS FUND IX, LLC,
its General Partner

By:	/s/ R. Scott Barry
Name:	R. Scott Barry
Title:	Manager

Amendment to Secured Subordinated Convertible Notes

Document and Entity Information	Feb. 28, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 28, 2025
Entity File Number	001-38238
Entity Registrant Name	VENUS CONCEPT INC.
Entity Central Index Key	0001409269
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	06-1681204
Entity Address, Address Line One	235 Yorkland Blvd
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Toronto
Entity Address, State or Province	ON
Entity Address, Postal Zip Code	M2J 4Y8
City Area Code	877
Local Phone Number	848-8430
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	VERO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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