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): November 10, 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 2.02.
Results of Operations and Financial Condition.

On November 13, 2025, Venus Concept Inc. issued a press release relating to its financial results for the three and nine months ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of this Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01.
Other Events.

On November 10, 2025, the Company issued a press release relating to its receipt of 510(k) clearance from the U.S. Food and Drug Administration (the “FDA”) to market the Venus Nova, the Company’s new multi-application platform for non-invasive body and skin Treatments. A copy of the press release regarding the above-described FDA clearance is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. In some cases, you can identify these statements by words such as such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements include, but are not limited to, statements about Venus NOVA, the Venus Jumpstart Program and our R&D strategy; statements about our financial performance, metrics and growth; the growth in demand for our new, existing and future systems and other products; the efficacy of our new, existing and future systems and products; the identification and efficacy of strategic alternatives to maximize shareholder value; and the continued implementation of turnaround plans, including debt restructurings and financings.  These forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business and the industry in which the Company operates and management's beliefs and assumptions and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this communication may turn out to be inaccurate. Factors that could materially affect our business operations and financial performance and condition include, but are not limited to, those risks and uncertainties described under Part II Item 1A—“Risk Factors” in our Quarterly Reports on Form 10-Q and Part I Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. You are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are based on information available to us as of the date of this communication. Unless required by law, the Company does not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise

Item 9.01.
Financial Statements and Exhibits.

Exhibit
 
No.
Description
   
Pres release dated November 13, 2025
   
Press release dated November 10, 2025
   
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: November 13, 2025
By:
/s/ Domenic Della Penna


Domenic Della Penna


Chief Financial Officer




Exhibit 99.1



Venus Concept Announces Third Quarter 2025 Financial Results
 
TORONTO, November 13, 2025 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced financial results for the three and nine months ended September 30, 2025.
 
Summary of Financial Results & Recent Progress:
 

Energy Based Device (“EBD”) revenues showing signs of stabilization.

o
Total EBD systems sales of $9.6 million, up 2% year over year

Total revenue for the third quarter of $13.8 million, down 8% year-over-year and down 12% quarter-over-quarter.

o
Primarily driven by a decline in the Hair Restoration business (the “Venus Hair Business”) impacted by a delay in the pending sale.

Third quarter GAAP net loss of $22.5 million, compared to $9.3 million last year. Excluding loss on debt extinguishment, loss on disposal of subsidiaries and restructuring expenses in both periods, GAAP net loss increased $1.6 million year-over-year in the third quarter.

Third quarter Adjusted EBITDA loss of $7.8 million, compared to $5.9 million last year.

On July 1, 2025, the Company announced that, on June 30, 2025, the Company exchanged $6.5 million of its subordinated convertible notes held by affiliates of Madryn Asset Management, LP for 325,651 shares of its Series Y preferred stock.

On October 1, 2025, the Company announced that, on September 30, 2025, the Company exchanged $11.5 million of its subordinated convertible notes held by affiliates of Madryn Asset Management, LP for 545,335 shares of its Series Y preferred stock, which represents a total debt reduction of 24% compared to December 31, 2024.

On November 10, 2025, the Company announced it received 510(k) clearance to market the Venus NOVA, the Company’s next-generation, most advanced multi-application platform designed to redefine non-invasive treatments for the body, face, and skin.

(1) Energy-based devices system sales relate to the total US GAAP revenue from device contracts sold excluding ARTAS and NeoGraft.

Management Commentary:
 
“Our third quarter results reflect our continued solid execution in a difficult environment for all companies,” said Rajiv De Silva, Chief Executive Officer of Venus Concept. “Our focus remains on positioning the Company for long-term success by managing our cash burn and making targeted investments to support our future growth. We are very encouraged by the signs of stabilization in our EBD business. We were especially pleased to announce FDA 510(k) clearance for our new Venus NOVA on November 10th the first product launch from our new, focused R&D strategy. We are targeting sequential growth in the fourth quarter fueled, in part, by a limited commercial launch of this innovative new body and skin system in December. Our balance sheet and capital structure transformation carried on this quarter through multiple transactions including amendments to increase available financing capacity under our existing bridge loan facility and a debt-to-equity exchange transaction totaling $11.5 million in converted debt. While the global macro environment continues to challenge the aesthetics market, the Venus team is engaged, focused and determined. We continue to appreciate the support of Madryn Asset Management, LP as we continue our turnaround.”
 

Mr. De Silva continued: “Since we announced a definitive agreement to sell our Venus Hair Business to MHG Co. Ltd. on June 6, 2025, we have continuously worked to meet the closing conditions of the transaction. Unfortunately, we have experienced challenges with our counterparty in closing this transaction and have sought the assistance of the Delaware Court of Chancery to aid in this respect. We will continue our dedicated pursuit of closing this important strategic transaction and look forward to sharing updates with the investment community, as appropriate.”
 
Third Quarter 2025 Financial Results:

   
Three Months Ended September 30,
 
   
2025
   
2024
 
   
(dollars in thousands)
 
Revenues by region:
           
United States
 
$
7,489
   
$
8,548
 
International
   
6,287
     
6,459
 
Total revenue
 
$
13,776
   
$
15,007
 

   
Three Months Ended September 30,
             
   
2025
   
2024
   
Change
 
(in thousands, except percentages)
  $    
% of
Total
    $    
% of
Total
    $    
%
 
Revenues by product:
                                         
Venus Prime / Subscription—Systems
 
$
2,936
     
21.3
   
$
2,684
     
17.9
   
$
252
     
9.4
 
Products—Systems
   
7,861
     
57.1
     
8,898
     
59.3
     
(1,037
)
   
(11.7
)
Products—Other
   
2,332
     
16.9
     
2,741
     
18.3
     
(409
)
   
(14.9
)
Services
   
647
     
4.7
     
684
     
4.6
     
(37
)
   
(5.4
)
Total
 
$
13,776
     
100.0
   
$
15,007
     
100.0
   
$
(1,231
)
   
(8.2
)

Total revenue for the third quarter of 2025 decreased $1.2 million, or 8%, to $13.8 million, compared to the third quarter of 2024. The decrease in total revenue, by region, was driven by a $1.1 million, or 12%, decrease year-over-year in United States revenue and by a $0.2 million, or 3%, decrease year-over-year in International revenue.
 
The decrease in total revenue, by product category, was driven by a 12% decrease in products – systems revenue, a 15% decrease in products – other revenue and a 5% decrease in services revenue, offset partially by a 9% increase in lease systems revenue. The percentage of total systems revenue derived from the Company’s internal lease programs (Venus Prime and our legacy subscription model) was approximately 27% in the third quarter of 2025, compared to 23% in the prior year period.
 
Gross profit for the third quarter of 2025 decreased $1.1 million, or 11%, to $8.8 million compared to the third quarter of 2024. The decrease in gross profit is primarily attributed to lower revenue in the Venus Hair Business impacted by a delay in the pending sale and the effects of customer uncertainty about the economic environment and tighter third-party lending practices which negatively impacted capital equipment sales. Gross margin was 64.0% of revenue in the three months ended September 30, 2025, compared to 66.1% of revenue in the three months ended September 30, 2024. The decrease in gross margin is primarily attributable to the impact of U.S. tariffs on our devices imported into the U.S. market, and to a lesser extent higher device system costs of goods sold tracing to manufacturing overheads spread over a lower volume base.
 
Operating expenses for the third quarter of 2025 increased $1.2 million, or 7%, to $18.3 million, compared to the third quarter of 2024. Operating expenses for the third quarter of 2025 decreased $0.2 million, or 1%, on a quarter-over-quarter basis. The year-over-year change in total operating expenses was driven by an increase of $0.9 million, or 11%, in general and administrative expenses, an increase of $0.7 million, or 11%, in selling and marketing expenses, and a decrease of $0.4 million, or 24%, in research and development expenses. The modest year-over-year increase in third quarter of 2025 operating expenses reflects our continued progress in cost containment and streamlining of our operations.
 

Operating loss for the third quarter of 2025 was $9.5 million, compared to operating loss of $7.2 million for the third quarter of 2024.
 
Net loss attributable to stockholders for the third quarter of 2025 was $22.6 million, or $12.14 per share, compared to net loss of $9.3 million, or $13.10 per share for the third quarter of 2024. Weighted average shares outstanding for the third quarter of 2025 and 2024 gives effect to the Company’s 1-for-11 reverse stock split which became effective March 3, 2025. Adjusted EBITDA loss for the third quarter of 2025 was $7.8 million, compared to adjusted EBITDA loss of $5.9 million for the third quarter of 2024.
 
As of September 30, 2025, the Company had cash and cash equivalents of $5.9 million and total debt obligations of approximately $30.1 million, compared to $4.3 million and total debt obligations of approximately $39.7 million, respectively, as of December 31, 2024.
 
Fiscal Year 2025 Financial Outlook:
 
Given the Company’s active dialogue with existing lenders and investors, ongoing evaluation of strategic alternatives with various interested parties to maximize shareholder value, and assessment of potential trade disruptions, the Company is not providing financial guidance at this time.

Conference Call Details:
 
Management will host a conference call at 8:00 a.m. Eastern Time on November 13, 2025, to discuss the results of the quarter. Those who would like to participate may dial 877-407-2991 (+1 201-389-0925 for international callers) and provide access code 13756285. A live webcast of the call will also be provided on the investor relations section of the Company's website at ir.venusconcept.com.
 
For those unable to participate, a replay of the call will be available for two weeks at: 877-660-6853 (201-612-7415 for international callers); access code 13756285. The webcast will be archived at ir.venusconcept.com.
 
About Venus Concept
 
Venus Concept is an innovative global medical aesthetic technology leader with a broad product portfolio of minimally invasive and non-invasive medical aesthetic and hair restoration technologies and reaches over 60 countries and 9 direct markets. Venus Concept's product portfolio consists of aesthetic device platforms, including Venus NOVA, Venus Versa, Venus Versa PRO, Venus Bliss, Venus Bliss MAX, Venus Viva, Venus Viva MD, Venus Legacy, Venus Velocity, Venus Epileve and AI.ME. Venus Concept's hair restoration systems include NeoGraft® and the ARTAS iX® Robotic Hair Restoration system. Venus Concept has been backed by leading healthcare industry growth equity investors including EW Healthcare Partners (formerly Essex Woodlands), HealthQuest Capital, Longitude Capital Management, Aperture Venture Partners, Masters Special Situations, and Madryn Asset Management, L.P.


Cautionary Statement Regarding Forward-Looking Statements
 
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. In some cases, you can identify these statements by words such as such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements include, but are not limited to, statements about our financial performance, metrics and growth; statements about Venus Nova and our R&D strategy; statements about macroeconomic conditions and geo-political events and the impacts on our Company, products and operations; the closing of the sale of the Venus Hair Business;  the growth in demand for our new, existing and future systems and other products; the efficacy of the restructuring plan; the identification and efficacy of strategic alternatives to maximize shareholder value; the reduction in our cash burn; and the continued implementation of turnaround plans, including debt restructurings and financings.  These forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business and the industry in which the Company operates and management's beliefs and assumptions and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this communication may turn out to be inaccurate. Factors that could materially affect our business operations and financial performance and condition include, but are not limited to, those risks and uncertainties described under Part II Item 1A—“Risk Factors” in our Quarterly Reports on Form 10-Q and Part I Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. You are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are based on information available to us as of the date of this communication. Unless required by law, the Company does not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise.
 
Investor Relations Contact:
 
ICR Healthcare on behalf of Venus Concept:
Mike Piccinino, CFA, IRC
[email protected]
 

Venus Concept Inc.
 
Condensed Consolidated Balance Sheets
(In thousands of U.S. dollars, except share and per share data)

   
September 30,
2025
   
December 31,
2024
 
ASSETS
           
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
4,312
   
$
4,271
 
Restricted cash
   
1,619
     
 
Accounts receivable, net of allowance of $1,778 and $3,402 as of September 30, 2025, and December 31, 2024, respectively
   
16,503
     
18,721
 
Inventories
   
15,768
     
17,561
 
Prepaid expenses
   
793
     
828
 
Advances to suppliers
   
6,006
     
6,027
 
Other current assets
   
823
     
1,104
 
Total current assets
   
45,824
     
48,512
 
LONG-TERM ASSETS:
               
Long-term receivables, net of allowance of $274 and $384 as of September 30, 2025 and December 31, 2024, respectively
   
9,152
     
8,534
 
Deferred tax assets
   
419
     
1,459
 
Severance pay funds
   
523
     
488
 
Property and equipment, net
   
866
     
936
 
Operating right-of-use assets, net
   
2,465
     
3,282
 
Intangible assets
   
2,375
     
4,973
 
Total long-term assets
   
15,800
     
19,672
 
TOTAL ASSETS
 
$
61,624
   
$
68,184
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
CURRENT LIABILITIES:
               
Trade payables
 
$
7,108
   
$
6,484
 
Accrued expenses and other current liabilities
   
14,211
     
11,433
 
Note payable
   
25,072
     
8,271
 
Unearned interest income
   
864
     
907
 
Warranty accrual
   
795
     
917
 
Deferred revenues
   
1,351
     
953
 
Operating lease liabilities
   
1,249
     
1,322
 
Total current liabilities
   
50,650
     
30,287
 
LONG-TERM LIABILITIES:
               
Long-term debt
   
4,996
     
31,437
 
Accrued severance pay
   
554
     
528
 
Unearned interest income
   
383
     
364
 
Warranty accrual
   
170
     
222
 
Operating lease liabilities
   
1,349
     
1,997
 
Other long-term liabilities
   
388
     
511
 
Total long-term liabilities
   
7,840
     
35,059
 
TOTAL LIABILITIES
   
58,490
     
65,346
 
Commitments and Contingencies (Note 9)
               
STOCKHOLDERS’ EQUITY (Note 14):
               
Common Stock, $0.0001 par value: 300,000,000 shares authorized as of September 30, 2025 and December 31, 2024; 1,859,123 and 709,130 issued and outstanding as of September 30, 2025, and December 31, 2024, respectively
   
31
     
30
 
Additional paid-in capital
   
358,190
     
311,238
 
Accumulated deficit
   
(355,548
)
   
(308,899
)
TOTAL STOCKHOLDERS’ EQUITY
   
2,673
     
2,369
 
Non-controlling interests
   
461
     
469
 
     
3,134
     
2,838
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
61,624
   
$
68,184
 


Venus Concept Inc.
Condensed Consolidated Statements of Operations
(In thousands of U.S. dollars, except per share data)

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2025
   
2024
   
2025
   
2024
 
Revenue
                       
Leases
 
$
2,935
   
$
2,684
   
$
10,265
   
$
10,732
 
Products and services
   
10,841
     
12,323
     
32,846
     
38,336
 
     
13,776
     
15,007
     
43,111
     
49,068
 
Cost of goods sold:
                               
Leases
   
906
     
651
     
3,019
     
2,538
 
Products and services
   
4,053
     
4,435
     
13,089
     
13,113
 
     
4,959
     
5,086
     
16,108
     
15,651
 
Gross profit
   
8,817
     
9,921
     
27,003
     
33,417
 
Operating expenses:
                               
Selling and marketing
   
7,386
     
6,654
     
22,063
     
21,076
 
General and administrative
   
9,647
     
8,732
     
28,815
     
27,640
 
Research and development
   
1,280
     
1,692
     
4,190
     
5,214
 
Total operating expenses
   
18,313
     
17,078
     
55,068
     
53,930
 
Loss from operations
   
(9,496
)
   
(7,157
)
   
(28,065
)
   
(20,513
)
Other expenses:
                               
Foreign exchange (gain) loss
   
(35
)
   
57
     
(699
)
   
1,155
 
Finance expenses
   
1,016
     
1,665
     
3,753
     
5,785
 
Loss on disposal of subsidiaries
   
244
     
     
244
     
 
Loss on debt extinguishment
   
11,297
     
454
     
14,211
     
11,355
 
Loss before income taxes
   
(22,018
)
   
(9,333
)
   
(45,574
)
   
(38,808
)
Income tax (benefit) expense
   
531
     
(31
)
   
1,083
     
147
 
Net loss
 
$
(22,549
)
 
$
(9,302
)
 
$
(46,657
)
 
$
(38,955
)
Net loss attributable to stockholders of the Company
 
$
(22,565
)
 
$
(9,286
)
 
$
(46,649
)
 
$
(39,031
)
Net (loss) income attributable to non-controlling interest
 
$
16
   
$
(16
)
 
$
(8
)
 
$
76
 
                                 
Net loss per share:
                               
Basic
 
$
(12.14
)
 
$
(13.10
)
 
$
(34.66
)
 
$
(60.61
)
Diluted
 
$
(12.14
)
 
$
(13.10
)
 
$
(34.66
)
 
$
(60.61
)
Weighted-average number of shares used in per share calculation:
                               
Basic
   
1,859
     
709
     
1,346
     
644
 
Diluted
   
1,859
     
709
     
1,346
     
644
 


Venus Concept Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)

   
Nine Months Ended September
30,
 
   
2025
   
2024
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
 
$
(46,657
)
 
$
(38,955
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation and amortization
   
2,881
     
2,924
 
Stock-based compensation
   
479
     
817
 
Provision for expected credit losses
   
2,622
     
869
 
Provision for inventory obsolescence
   
1,031
     
950
 
Finance expenses and accretion
   
4,028
     
4,150
 
Deferred tax expense (recovery)
   
1,041
     
(275
)
Loss on disposal of subsidiaries
   
244
     
-
 
Loss on debt extinguishment
   
14,211
     
11,355
 
Loss on disposal of property and equipment
   
1
     
2
 
Changes in operating assets and liabilities:
               
Accounts receivable short-term and long-term
   
(1,014
)
   
9,914
 
Inventories
   
566
     
3,218
 
Prepaid expenses
   
35
     
296
 
Advances to suppliers
   
21
     
1,096
 
Other current assets
   
246
     
712
 
Operating right-of-use assets, net
   
817
     
926
 
Other long-term assets
   
(8
)
   
(281
)
Trade payables
   
684
     
(1,607
)
Accrued expenses and other current liabilities
   
3,054
     
(1,583
)
Current operating lease liabilities
   
(73
)
   
(183
)
Severance pay funds
   
(35
)
   
147
 
Unearned interest income
   
(24
)
   
(718
)
Long-term operating lease liabilities
   
(648
)
   
(829
)
Other long-term liabilities
   
(150
)
   
(204
)
Net cash used in operating activities
   
(16,648
)
   
(7,259
)
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchases of property and equipment
   
(214
)
   
(43
)
Net cash used in investing activities
   
(214
)
   
(43
)
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from issuance of common stock
   
1
     
10
 
2024 Registered Direct Offering shares and warrants, net of costs of $222
   
     
976
 
2024 Convertible Notes issued to EW, net of costs of $393
   
     
1,607
 
2025 Registered Direct Offering shares and warrants, net of costs of $589
   
3,283
     
-
 
Proceeds from Short-term Bridge Financing by Madryn, net of costs of $91 (2024 - $310)
   
15,238
     
3,928
 
Dividends from subsidiaries paid to non-controlling interest
   
-
     
(126
)
Net cash provided by financing activities
   
18,522
     
6,395
 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
   
1,660
     
(907
)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period
   
4,271
     
5,396
 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period
 
$
5,931
   
$
4,489
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
               
Cash paid for income taxes, net of refunds received
 
$
(23
)
 
$
98
 
Cash paid for interest
 
$
   
$
1,633
 


Use of Non-GAAP Financial Measures
 
Adjusted EBITDA is a non-GAAP measure defined as net income (loss) before foreign exchange (gain) loss, financial expenses, income tax expense (benefit), depreciation and amortization, stock-based compensation and non-recurring items for a given period. Adjusted EBITDA is not a measure of our financial performance under U.S. GAAP and should not be considered an alternative to net income or any other performance measures derived in accordance with U.S. GAAP. Accordingly, you should consider Adjusted EBITDA along with other financial performance measures, including net income, and our financial results presented in accordance with U.S. GAAP. Other companies, including companies in our industry, may calculate Adjusted EBITDA differently or not at all, which reduces its usefulness as a comparative measure. We understand that although Adjusted EBITDA is frequently used by securities analysts, lenders and others in their evaluation of companies, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are: Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and although depreciation and amortization are non-cash charges, the assets being depreciated will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.
 
We believe that Adjusted EBITDA is a useful measure for analyzing the performance of our core business because it facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by changes in foreign exchange rates that impact financial assets and liabilities denominated in currencies other than the U.S. dollar, tax positions (such as the impact on periods or companies of changes in effective tax rates), the age and book depreciation of fixed assets (affecting relative depreciation expense), amortization of intangible assets, stock-based compensation expense (because it is a non-cash expense) and non-recurring items as explained below.
 
The following is a reconciliation of net loss to Adjusted EBITDA for the periods presented:
 
Venus Concept Inc.
Reconciliation of Net loss to Non-GAAP Adjusted EBITDA

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2025
   
2024
   
2025
   
2024
 
Reconciliation of net loss to adjusted EBITDA
 
(in thousands)
   
(in thousands)
 
Net loss
 
$
(22,549
)
 
$
(9,302
)
 
$
(46,657
)
 
$
(38,955
)
Foreign exchange (gain) loss
   
(35
)
   
57
     
(699
)
   
1,155
 
Loss on disposal of subsidiaries
   
244
     
     
244
     
 
Loss on debt extinguishment
   
11,297
     
454
     
14,211
     
11,355
 
Finance expenses
   
1,016
     
1,665
     
3,753
     
5,785
 
Income tax (benefit) expense
   
531
     
(31
)
   
1,083
     
147
 
Depreciation and amortization
   
977
     
971
     
2,881
     
2,924
 
Stock-based compensation expense
   
135
     
239
     
479
     
817
 
ERC Claim recovery (4)
   
63
     
     
(1,442
)
   
 
Top up to 401(k) under the Voluntary Correction Plan (3)
   
     
     
516
     
 
CEWS (1)
   
     
     
     
418
 
Other adjustments (2)
   
498
     
73
     
618
     
1,220
 
Adjusted EBITDA
 
$
(7,823
)
 
$
(5,874
)
 
$
(25,013
)
 
$
(15,134
)

(1) In April 2022, the Canada Revenue Agency (“CRA”) initiated an audit of the Canada Emergency Wage Subsidy Claim (“CEWS”) that the Company filed between 2020-2021. The CRA has currently assessed a denial of CEWS claims made by the Company in 2020 and is requesting repayment of $418. The Company disputes the CRA assessment and intends to challenge this matter through the Tax Court or Judicial Review.
(2) For the three and nine months ended September 30, 2025, the other adjustments are represented by legal and other professional fees incurred to support the sale of the Venus Hair Business. For the three and nine months ended September 30, 2024, the other adjustments are represented by restructuring activities designed to improve the Company's operations and cost structure.
(3) A provision has been made under the Voluntary Correction Plan to account for a discrepancy noted by the IRS upon review of the Company’s 401(K) plan.
(4) Represents funds received or accrued under the IRS Employee Retention Tax Credit (ERC) program providing relief to eligible businesses impacted by the COVID-19 pandemic.




Exhibit 99.2
 

Venus Concept Receives 510(k) for the Venus NOVA, Its Most Advanced Multi-Application Platform for Non-Invasive Body and Skin Treatments
 
Venus NOVA is the first product clearance from the Company’s new R&D strategy
 
TORONTO, November 10, 2025 (GLOBE NEWSWIRE) – Venus Concept Inc. (“Venus Concept” or the “Company”), a global leader in medical aesthetic technology, announced today that it has received a 510(k) clearance from the U.S. Food and Drug Administration (“FDA”) to market the Venus NOVA™, the Company’s next-generation multi-application platform designed to redefine non-invasive treatments for the body, face, and skin.
 
Venus NOVA integrates Adaptive Electrical Muscle Stimulation (EMS), proprietary (MP)² combining Multi-Polar Radio Frequency (RF) with Pulsed Electromagnetic Fields (PEMF), and Advanced VariPulse™ technology -delivering a powerful, comprehensive solution for body contouring, muscle conditioning, skin treatments, and wrinkle and cellulite reduction.
 
Next-Generation Aesthetic Intelligence
 
Venus NOVA reflects the evolution of Venus Concept’s commitment to science-based innovation, intelligent technology, and practice growth. With built-in IoT connectivity through Venus Connect™, a secure cloud-based application, clinics gain access to real-time analytics, treatment insights, and automatic system optimization to enhance efficiency and profitability.
 
Key innovations include:
 

FlexMAX EMS: Dual-electrode design delivering adaptive electrical stimulation to safely activate up to 8 muscle groups with up to 100,000 contractions per session.
 

4D Body, OctiPolar™, and DiamondPolar™ Applicators: Ergonomically designed for precision, comfort, and versatility across body and facial applications.
 

(MP)²: Proprietary combination of Multi-Polar RF and PEMF that promotes collagen renewal and improves overall skin appearance.
 

Advanced VariPulse™: Adjustable suction with positive and negative pressure to enhance RF delivery, improve circulation, and support smoother contours.
 

Automatic Temperature Control (ATC): Real-time monitoring and “cruise-control” for maintaining optimal temperature for consistent, comfortable, and effective treatments.
 
“The development and introduction of our new Venus NOVA is consistent with the turnaround strategy implemented in 2023 and our Venus AI strategic initiative, which reflects our strong commitment to growing our global brand, focusing on emerging technologies and services, and partnering with customers to build smarter practices, and customizable treatments,” said Rajiv De Silva, Chief Executive Officer of Venus Concept. “Venus NOVA is the first product launch from our new, focused R&D strategy. Our product portfolio will continue to evolve and deliver more than just leading device performance, shifting towards a focus on total practice performance; from the moment the patient enters the clinic to post-treatment recovery. This new product launch, along with our improving balance sheet and financial support from Madyn Asset Management, L.P., further enhances the Company’s foundation and brings us closer to achieving our longer-term goals.”
 

"Venus NOVA embodies the convergence of intelligent technology and proven clinical science," said Melissa Kang, Chief Product Officer for Venus Concept. "Venus NOVA is uniquely positioned to enhance body transformation journeys, including for those taking GLP-1 medications and experiencing skin laxity, facial volume loss, and body contour irregularities. We expect GLP-1 usage to grow to more than 32 million patients globally by 2030, and we are excited to offer our innovative, comprehensive technologies to support and address the unmet needs of our existing and future customers. We anticipate the U.S. commercial introduction of Venus NOVA to contribute to the Company’s long-term growth profile as we further penetrate the multi-billion-dollar body and skin market in the years to come.”
 
Turnkey Integration and Support
 
Venus NOVA is supported by the Venus Jumpstart Program, a 30-day roadmap providing advanced clinical education, marketing enablement, and strategic implementation. This ensures seamless integration into existing practices and accelerates business success from day one.
 
Availability
 
Venus NOVA will be available to customers in the United States in December 2025, with global rollouts planned throughout 2026 and beyond.
 
For more information, visit www.venus.ai or contact [email protected].
 
About Venus Concept
 
Venus Concept is an innovative global medical aesthetic technology leader with a broad product portfolio of minimally invasive and non-invasive medical aesthetic and hair restoration technologies and reaches over 60 countries and 9 direct markets. Venus Concept's product portfolio consists of aesthetic device platforms, including Venus NOVA, Venus Versa, Venus Versa PRO, Venus Bliss, Venus Bliss MAX, Venus Viva, Venus Viva MD, Venus Legacy, Venus Velocity, Venus Epileve and AI.ME. Venus Concept's hair restoration systems include NeoGraft® and the ARTAS iX® Robotic Hair Restoration system. Venus Concept has been backed by leading healthcare industry growth equity investors including EW Healthcare Partners (formerly Essex Woodlands), HealthQuest Capital, Longitude Capital Management, Aperture Venture Partners, Masters Special Situations, and Madryn Asset Management, L.P.
 
Cautionary Statement Regarding Forward-Looking Statements
 
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained herein that are not of historical facts may be deemed to be forward-looking statements. In some cases, you can identify these statements by words such as such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and other similar expressions that are predictions of or indicate future events and future trends. These forward-looking statements include, but are not limited to, statements about Venus NOVA, the Venus Jumpstart Program and our R&D strategy; statements about our financial performance, metrics and growth; the growth in demand for our new, existing and future systems and other products; the efficacy of our new, existing and future systems and products; the identification and efficacy of strategic alternatives to maximize shareholder value; and the continued implementation of turnaround plans, including debt restructurings and financings.  These forward-looking statements are based on current expectations, estimates, forecasts, and projections about our business and the industry in which the Company operates and management's beliefs and assumptions and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties, and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this communication may turn out to be inaccurate. Factors that could materially affect our business operations and financial performance and condition include, but are not limited to, those risks and uncertainties described under Part II Item 1A—“Risk Factors” in our Quarterly Reports on Form 10-Q and Part I Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. You are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are based on information available to us as of the date of this communication. Unless required by law, the Company does not intend to publicly update or revise any forward-looking statements to reflect new information or future events or otherwise.
 

Investor Relations Contact:
 
ICR Healthcare on behalf of Venus Concept:
Mike Piccinino, CFA
[email protected]