Material Agreement, Management Change/Compensation (Form 8-K)

Twelfth Delayed Drawdown

As previously disclosed, on April 23, 2024, 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 a Loan and Security Agreement (the "Loan and Security Agreement"), with Madryn Health Partners, LP ("Madryn") and Madryn Health Partners (Cayman Master), LP ("Madryn Cayman," and together with Madryn, the "Lenders) and Madryn, as administrative agent. Pursuant to the Loan and Security Agreement (as amended), the Lenders agreed to provide the Borrower with bridge financing (the "Bridge Financing") in the form of a term loan in one or more draws in an aggregate principal amount of up to $5,000,000 which amount was subsequently increased to $23,237,906.85. Borrowings under the Bridge Financing will bear interest at a rate per annum equal to 12%.

On the maturity date of the Bridge Financing, the Loan Parties are obligated to make a payment equal to all unpaid principal and accrued interest. The Loan and Security Agreement also provides that all present and future indebtedness and the obligations of the Borrower to Madryn shall be secured by a priority security interest in all real and personal property collateral of the Loan Parties.

The initial drawdown under the Loan and Security Agreement occurred on April 23, 2024, when the Lenders agreed to provide the Borrower with bridge financing in the form of a term loan in the principal amount of $2,237,906.85.

The second drawdown under the Loan and Security Agreement occurred on July 26, 2024, when the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal amount of $1,000,000.

The third drawdown under the Loan and Security Agreement occurred on September 11, 2024, when the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal amount of $1,000,000.

The fourth drawdown under the Loan and Security Agreement occurred on November 1, 2024, when the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal amount of $1,000,000.

The fifth drawdown under the Loan and Security Agreement occurred on November 26, 2024, when the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal amount of $1,200,000.

The sixth drawdown under the Loan and Security Agreement occurred on December 9, 2024, when the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal amount of $1,500,000.

The seventh drawdown under the Loan and Security Agreement occurred on January 27, 2025, when the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal amount of $3,000,000.

The eighth drawdown under the Loan and Security Agreement occurred on February 21, 2025, when the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal amount of $2,300,000.

The ninth drawdown under the Loan and Security Agreement occurred on April 4, 2025, when the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal amount of $2,000,000.

The tenth drawdown under the Loan and Security Agreement occurred on May 22, 2025, when the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal amount of $2,000,000.

The eleventh drawdown under the Loan and Security Agreement occurred on July 21, 2025, when the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal amount of $2,000,000.

The twelfth drawdown under the Loan and Security Agreement occurred on August 21, 2025, when the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal amount of $2,000,000.

On September 19, 2025, the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal amount of $2,000,000 (the "Twelfth Delayed Drawdown"). The Twelfth Delayed Drawdown was funded on September 19, 2025. The Company expects to use the proceeds of the Twelfth Delayed Drawdown, after payment of transaction expenses, for general working capital purposes.

For additional information regarding the Bridge Financing, please see the Current Report on Form 8-K, including the exhibits thereto, filed by the Company with the Securities and Exchange Commission on April 24, 2024.

On September 16, 2025, the board of directors (the "Board") of Venus Concept Inc. (the "Company") approved the award of transaction completion bonuses to Rajiv De Silva and Domenic Della Penna, (each an "Awardee") to be paid in accordance with transaction completion bonus award letters (each an "Award Letter") upon completion of a Strategic Transaction (as defined the Award Letter). The Awardees are each eligible to receive a transaction completion bonus that will be paid in the form of cash and/or cash equivalents in the manner and ratio proscribed by the Strategic Transaction. The bonus amounts for each Awardee are subject to a range calculated based on the size of the Strategic Transaction. Mr. De Silva's transaction completion bonus payment ranges from $715,000 to approximately $2.12 million. Mr. Della Penna's transaction completion bonus payment ranges from $338,000 to approximately $1 million.

In addition, each bonus payment is contingent upon the satisfaction of certain terms and conditions set forth in the respective Award Letters, including, but not limited to, (a) the successful completion of a Strategic Transaction resulting in a change of control, as determined by the Board, within the time period prescribed in the Award Letters and (b) the Awardee is an active, full-time employee of the Company, in good standing as determined in the reasonable discretion of the Board, on the Payment Date (as defined in the Award Letters).

The foregoing description of the Award Letters does not purport to be complete and is qualified in its entirety by reference to the provisions of the Award Letters, a form of which is filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.