On January 15, 2026, Madryn Asset Management, LP engaged in discussions with the board of directors of Venus Concept Inc. regarding its desire for the Company to implement measures aimed at reducing operational costs, which included the potential delisting and deregistration of the Company's Common Stock. This engagement is part of Madryn Asset's ongoing commitment as a significant stockholder to actively collaborate with the Company's management and board on various operational, financial, and strategic initiatives. Madryn Asset had previously acquired the entire outstanding principal amount of the indebtedness under the MSLP Loan Agreement from the City National Bank of Florida on April 23, 2024.
Following this acquisition, on May 3, 2024, they delivered a nonbinding transaction proposal that outlined a comprehensive restructuring of the Company's current debt and equity capital structure. This Proposal suggested that Madryn Asset would exchange a portion of the MSLP Loan and/or other debt instruments for Common Stock, which could result in them becoming the majority owners of the Company's common stock on a fully diluted basis. The Proposal was unilateral and non-binding, contingent upon the negotiation and execution of definitive documentation and the Company's successful completion of equity financing and obtaining requisite stockholder consents.
Additionally, on various dates throughout 2024 and 2025, the Company and Madryn Asset entered into multiple Exchange Agreements, wherein the Funds exchanged portions of the MSLP Loan and Convertible Notes for Series Y Preferred Stock. On June 25, 2025, the Company's shareholders approved the issuance of shares of Common Stock underlying the June 2025 Convertible Notes, Series X Preferred Stock, and Series Y Preferred Stock, which had previously been subject to limitations on convertibility imposed by Nasdaq regulations. The ongoing discussions and actions taken by Madryn Asset reflect their strategic approach to enhancing the Company's financial health and navigating the complexities of its operational landscape.
