Venus Concept Inc. 8-K

What Happened
Venus Concept Inc. announced Board approval (Jan 20, 2026) of a plan to voluntarily delist its common stock from the Nasdaq Capital Market and deregister under the Exchange Act. The company intends to file a Form 25 on or about Jan 30, 2026 (expected effective date of delisting: on or about Feb 6, 2026) and then file a Form 15 to suspend reporting; the company’s public reporting obligations are expected to terminate permanently 90 days after suspension. Separately, on Jan 14, 2026 the company and its subsidiaries entered into (i) a Consent Agreement with Madryn Health Partners, LP and Madryn Health Partners (Cayman Master), LP that waives certain minimum liquidity requirements under the Main Street Priority Loan (MSLP) agreement through Jan 31, 2026, and (ii) the Twenty Fourth Bridge Loan Amendment, which extends the Bridge Loan maturity from Jan 14, 2026 to Jan 31, 2026 and similarly waives certain minimum liquidity requirements through Jan 31, 2026. The company issued a press release on Jan 21, 2026 announcing the delisting plan.

Key Details

• Board approved voluntary delisting/deregistration on Jan 20, 2026; Form 25 to be filed on/about Jan 30, 2026; expected Nasdaq trading cessation on/about Feb 6, 2026.
• Company will file Form 15 after Form 25; reporting obligations (10‑K, 10‑Q, 8‑K) expected to be suspended and terminate permanently 90 days after suspension.
• Consent Agreement (Jan 14, 2026) with Madryn Health Partners waives certain minimum liquidity covenants under the MSLP Loan Agreement through Jan 31, 2026.
• Twenty Fourth Bridge Loan Amendment (Jan 14, 2026) extends Bridge Loan maturity from Jan 14 to Jan 31, 2026 and waives certain minimum liquidity requirements through Jan 31, 2026.

Why It Matters
Delisting and deregistration will remove Venus Concept’s shares from Nasdaq trading and end its U.S. SEC reporting obligations, reducing public disclosure and likely lowering liquidity for shareholders. The company cites cost savings, low trading volumes, and regulatory burdens as reasons for the move. The short-term loan amendments and covenant waivers provide temporary relief from liquidity requirements and push loan deadlines to Jan 31, 2026, giving the company limited near-term breathing room but not addressing longer-term financing or operational outcomes. Investors should note the timing of filings (Form 25 and Form 15) and the practical effects on trading and disclosure.