Core Viewpoint - Venus Concept Inc. has successfully reduced its outstanding debt by exchanging $11.48 million of subordinated convertible notes for preferred stock, improving its financial position significantly [1][2]. Financial Position - The total debt obligations of Venus Concept are now approximately $30.1 million, reflecting a 24% reduction from $39.7 million as of December 31, 2024 [1]. Strategic Initiatives - The debt-to-equity exchange is part of Venus Concept's strategy to enhance financial flexibility and support long-term growth and profitability [2]. - The partnership with Madryn Asset Management is viewed as invaluable in advancing the company's transformation plan [2]. Company Overview - Venus Concept is a global leader in medical aesthetic technology, offering a wide range of minimally invasive and non-invasive products across over 60 countries [4]. - The product portfolio includes various aesthetic device platforms and hair restoration systems, supported by prominent healthcare industry investors [4].

TORONTO, Oct. 01, 2025 (GLOBE NEWSWIRE) -- Venus Concept Inc. (“Venus Concept” or the “Company”) (NASDAQ: VERO), a global medical aesthetic technology leader, announced today that third quarter of fiscal year 2025 financial results will be released before the market opens on Thursday, November 13, 2025. Management will host a conference call at 8:00 a.m. Eastern Time on November 13, 2025 to discuss the results of the quarter and host a question and answer session. Those who would like to participate may dia ...

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Financial Data and Key Metrics Changes - The company reported total revenue of $15.7 million, a decrease of $900,000 or 5% year over year [14] - Gross profit decreased by $2.4 million or 20% to $9.4 million compared to the previous year [15] - Gross margin was 60.1% of revenue, down from 71.5% in the previous year [17] - Net loss attributable to stockholders was $11.7 million or $8.03 per share, compared to a net loss of $20 million or $30.93 per share for the previous year [18] - Adjusted EBITDA loss was $8.8 million compared to an adjusted EBITDA loss of $4.1 million for the previous year [18] Business Line Data and Key Metrics Changes - Total systems and subscription revenue grew by 20% in the second quarter [5] - Cash system sales in the U.S. represented 65% of total U.S. system sales, up from 58% the previous year [9] - Revenue from the company's internal lease program, Venus Prime, accounted for approximately 37% of total systems revenue, compared to 34% in the prior year [15] Market Data and Key Metrics Changes - U.S. revenue increased by 5% year over year, while international sales declined by 18% [6] - The company noted that customer financing pressures and economic uncertainty are impacting system adoption [7] - The international business is particularly exposed to macroeconomic headwinds, including tariffs affecting distributor demand [8] Company Strategy and Development Direction - The company announced a definitive agreement to sell the Venus Hair business for $20 million, allowing a focus on the global medical aesthetics business [10] - The strategic transaction is expected to improve revenue growth, lower operating expenses, and enhance cash flow [10] - The company aims to transition to higher quality cash revenues and is focused on launching a new body device by early 2026 [12][13] Management's Comments on Operating Environment and Future Outlook - Management expressed that the year-over-year results indicate potential revenue stabilization despite a challenging capital equipment environment [6] - The company is managing cash burn through disciplined cost management and targeted investments for long-term growth [13] - Due to ongoing market conditions and trade disruptions, the company is not providing full-year 2025 financial guidance [20] Other Important Information - The company has made significant progress in improving its balance sheet, with cash and cash equivalents of $4.9 million and total debt obligations reduced to approximately $34.3 million [19] - The company exchanged $17.5 million of subordinated convertible notes for preferred stock, enhancing its financial profile [20] Summary of Q&A Session - There was no live Q&A session due to international travel conflicts, and all follow-up questions were directed to the investor inquiries email address [21]

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Item 1. Condensed Consolidated Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) Unaudited **Q2 2025** financials report net losses, negative cash flow, and substantial doubt about going concern [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance sheet shows total assets at **$63.1 million**, liabilities at **$60.3 million**, and an accumulated deficit of **$333.0 million** Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $3,878 | $4,271 | | Total current assets | $45,108 | $48,512 | | Total Assets | $63,085 | $68,184 | | **Liabilities & Equity** | | | | Note payable (current) | $18,419 | $8,271 | | Total current liabilities | $41,118 | $30,287 | | Long-term debt | $15,866 | $31,437 | | Total Liabilities | $60,313 | $65,346 | | Accumulated deficit | $(332,983) | $(308,899) | | Total Stockholders' Equity | $2,772 | $2,838 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) **Q2** revenue **$15.7 million** (net loss **$11.7 million**); **H1** revenue **$29.3 million** (net loss **$24.1 million**) Key Operating Results (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $15,692 | $16,582 | $29,335 | $34,061 | | Gross Profit | $9,431 | $11,849 | $18,186 | $23,496 | | Loss from Operations | $(9,041) | $(5,596) | $(18,569) | $(13,356) | | Loss on debt extinguishment | $1,865 | $10,901 | $2,914 | $10,901 | | Net Loss | $(11,742) | $(19,864) | $(24,108) | $(29,653) | | Net Loss Per Share (Basic) | $(8.03) | $(30.93) | $(22.18) | $(48.60) | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash outflow was **$11.8 million**, financing provided **$12.5 million**, ending cash at **$4.9 million** Cash Flow Summary for Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(11,758) | $(4,210) | | Net cash used in investing activities | $(197) | $(47) | | Net cash provided by financing activities | $12,549 | $4,593 | | **Net change in cash** | **$594** | **$336** | | Cash, cash equivalents and restricted cash - End of period | $4,865 | $5,732 | [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail strategic review, Venus Hair Business sale for **$20 million**, going concern warning, and debt restructurings - The company is evaluating strategic alternatives to maximize shareholder value, which may include mergers, sales of assets, or other transactions[26](index=26&type=chunk) - On **June 5, 2025**, the company agreed to sell its Venus Hair Business (including ARTAS and NeoGraft technologies) to Meta Healthcare Group in an all-cash transaction valued at **$20 million**, expected to close in **Q3 2025**[28](index=28&type=chunk)[29](index=29&type=chunk)[31](index=31&type=chunk) - The financial statements were prepared on a going concern basis, but the company's recurring net operating losses, negative cash flows, and an accumulated deficit of **$333.0 million** as of **June 30, 2025**, raise substantial doubt about its ability to continue as a going concern[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) - The company has engaged in multiple complex debt restructurings, including exchanging portions of its MSLP Loan and Madryn Convertible Notes for newly created Series Y Convertible Preferred Stock, resulting in significant non-cash losses on debt extinguishment[83](index=83&type=chunk)[104](index=104&type=chunk)[108](index=108&type=chunk) - A **1-for-11** reverse stock split was implemented on **March 3, 2025**[146](index=146&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses **Q2** and **H1** revenue declines, gross margin decrease, liquidity challenges, and strategic initiatives - The company has recurring net operating losses and negative cash flows, with an accumulated deficit of **$333.0 million** as of **June 30, 2025**[223](index=223&type=chunk) - The Board is reviewing strategic alternatives, and the company has entered into an agreement to sell its Venus Hair Business for **$20 million** in cash[225](index=225&type=chunk)[226](index=226&type=chunk) - Management attributes the revenue decline in the first half of **2025** to a significant tightening in credit markets, higher interest rates impacting customer financing, the wind-down of underperforming international markets, and supply disruptions from the Israel-Iran conflict[272](index=272&type=chunk) - The company's liquidity is a major concern, with cash used in operations increasing to **$11.7 million** in **H1 2025**. The company believes existing cash and proceeds from recent financings will be sufficient for at least the next **12 months**, but acknowledges the need for additional capital[328](index=328&type=chunk)[353](index=353&type=chunk) [Results of Operations](index=56&type=section&id=Results%20of%20Operations) **Q2** revenue down **5.4%** to **$15.7 million**; **H1** revenue down **13.9%** to **$29.3 million**, with gross margin decline Revenue Comparison for Q2 (in thousands) | Revenue Type | Q2 2025 | Q2 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Venus Prime / Subscription | $4,681 | $4,517 | $164 | 3.6% | | Products—Systems | $7,939 | $8,588 | $(649) | (7.6)% | | Products—Other | $2,444 | $2,647 | $(203) | (7.7)% | | Services | $628 | $830 | $(202) | (24.3)% | | **Total** | **$15,692** | **$16,582** | **$(890)** | **(5.4)%** | Revenue Comparison for H1 (in thousands) | Revenue Type | H1 2025 | H1 2024 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Venus Prime / Subscription | $7,330 | $8,048 | $(718) | (8.9)% | | Products—Systems | $15,842 | $19,123 | $(3,281) | (17.2)% | | Products—Other | $4,864 | $5,204 | $(340) | (6.5)% | | Services | $1,299 | $1,686 | $(387) | (23.0)% | | **Total** | **$29,335** | **$34,061** | **$(4,726)** | **(13.9)%** | - Gross margin decreased to **60.1%** in **Q2 2025** from **71.5%** in **Q2 2024**, primarily due to supply disruptions causing an adverse sales mix and higher device system costs from lower manufacturing volumes[307](index=307&type=chunk) - General and administrative expenses increased by **8.9%** in **Q2 2025**, mainly due to higher bad debt expense and inflation, partially offset by savings from exiting unprofitable markets and proceeds from ERC claims[310](index=310&type=chunk) [Liquidity and Capital Resources](index=62&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity challenged with **$4.9M** cash, **$11.7M** operating cash use, and **$34.3M** total debt - The company's cash, cash equivalents, and restricted cash was **$4.9 million** as of **June 30, 2025**[328](index=328&type=chunk)[352](index=352&type=chunk) - Total debt obligations were approximately **$34.3 million** as of **June 30, 2025**, down from **$39.7 million** at year-end **2024**[328](index=328&type=chunk) - Cash used in operating activities increased by **$7.5 million** to **$11.7 million** for the six months ended **June 30, 2025**, compared to the same period in **2024**[328](index=328&type=chunk)[359](index=359&type=chunk) - The company has engaged in numerous financing activities in **2024** and **2025**, including a bridge financing agreement with Madryn for up to **$21.0 million**, multiple registered direct offerings, and debt-for-equity exchanges to manage its liquidity[336](index=336&type=chunk)[345](index=345&type=chunk)[350](index=350&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=71&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide market risk disclosures - The company is a smaller reporting company and is not required to provide disclosure for this item[383](index=383&type=chunk) [Controls and Procedures](index=71&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and internal controls over financial reporting were effective - Based on an evaluation as of **June 30, 2025**, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[384](index=384&type=chunk) - Management concluded that the company's internal controls over financial reporting were effective as of **June 30, 2025**[385](index=385&type=chunk) [Part II. Other Information](index=72&type=section&id=PART%20II.%20Other%20Information) [Legal Proceedings](index=72&type=section&id=Item%201.%20Legal%20Proceedings) The company was not a party to any material active or pending legal proceedings as of **June 30, 2025** - The company was not a party to any material legal proceedings as of **June 30, 2025**[389](index=389&type=chunk) [Risk Factors](index=72&type=section&id=Item%201A.%20Risk%20Factors) Key risks include Middle East geopolitical instability, customer credit defaults, Nasdaq listing, and increased tariffs - The ongoing conflicts in the Middle East, including the Israel-Hamas war and the recent Israel-Iran conflict, may adversely affect the company's operations, as certain operations, employees, and contract manufacturers are located in Israel[391](index=391&type=chunk)[393](index=393&type=chunk)[394](index=394&type=chunk) - The company is exposed to credit risk from its internal lease programs (Venus Prime and legacy subscription), which accounted for approximately **32%** of system revenues in **H1 2025**. Customer defaults could negatively affect financial results[398](index=398&type=chunk) - Although the company regained compliance with Nasdaq's minimum stockholders' equity and minimum bid price requirements, it is subject to a "Mandatory Panel Monitor" through **June 4, 2025**. Noncompliance during this period would result in a delist determination without the opportunity to submit a new compliance plan[404](index=404&type=chunk)[405](index=405&type=chunk)[409](index=409&type=chunk) - Increased U.S. tariffs on goods imported from Israel (recently increased to **10%**) will raise the cost of goods for the company's systems, which are primarily sourced from Israel, leading to modest margin erosion[410](index=410&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=75&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred in **Q2 2025**, except as previously disclosed - There were no unregistered securities issued and sold during the three months ended **June 30, 2025**, other than those previously disclosed in Form **8-K** filings[414](index=414&type=chunk) [Defaults Upon Senior Securities](index=76&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported - None[417](index=417&type=chunk) [Other Information](index=76&type=section&id=Item%205.%20Other%20Information) No other information was reported for this item - None[419](index=419&type=chunk) [Exhibits](index=76&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form **10-Q**, including corporate documents and agreements

[Venus Concept Q2 2025 Earnings Release](index=1&type=section&id=Venus%20Concept%20Q2%202025%20Earnings%20Release) [Overview and Management Commentary](index=1&type=section&id=Overview%20and%20Management%20Commentary) Venus Concept reported a 5% YoY revenue decline to $15.7 million in Q2 2025, while executing strategic initiatives to strengthen its balance sheet and focus on core medical aesthetics Q2 2025 Key Financial Highlights | Metric | Q2 2025 | Q2 2024 | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | $15.7 million | $16.6 million | -5% | | U.S. Revenue | $9.7 million | $9.3 million | +5% | | GAAP Net Loss | $11.7 million | $19.9 million | Improved | | Adjusted EBITDA Loss | $8.8 million | $4.1 million | Worsened | - Management emphasized strong execution with **20% quarter-over-quarter growth** in total systems and subscription sales, and year-over-year growth in the US business[4](index=4&type=chunk) - The company has been actively improving its capital structure through multiple transactions, including debt-to-equity exchanges totaling **$17.5 million** and raising **$3.9 million** in gross proceeds from equity offerings[4](index=4&type=chunk)[5](index=5&type=chunk) - A definitive agreement was signed to sell the Venus Hair business to MHG Co. Ltd in a **$20 million** all-cash transaction, expected to improve revenue growth, lower operating expenses, and accelerate the path to profitability by allowing focus on the global medical aesthetics business[4](index=4&type=chunk)[5](index=5&type=chunk) [Second Quarter 2025 Financial Performance](index=2&type=section&id=Second%20Quarter%202025%20Financial%20Performance) Q2 2025 saw a 5% YoY revenue decline to $15.7 million, a 20% drop in gross profit, and a 6% rise in operating expenses, yet net loss improved to $11.7 million [Revenue Analysis](index=2&type=section&id=Revenue%20Analysis) Q2 2025 total revenue decreased 5.4% to $15.7 million, driven by an 18% international decline, partially offset by a 5% increase in U.S. revenue Q2 2025 Revenue by Region (in thousands) | Region | Q2 2025 (in thousands) | Q2 2024 (in thousands) | YoY Change | | :--- | :--- | :--- | :--- | | United States | $9,727 | $9,280 | +5% | | International | $5,965 | $7,302 | -18% | | **Total Revenue** | **$15,692** | **$16,582** | **-5%** | Q2 2025 Revenue by Product (in thousands) | Product Category | Q2 2025 (in thousands) | Q2 2024 (in thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Venus Prime / Subscription—Systems | $4,681 | $4,517 | +3.6% | | Products—Systems | $7,939 | $8,588 | -7.6% | | Products—Other | $2,444 | $2,647 | -7.7% | | Services | $628 | $830 | -24.3% | | **Total** | **$15,692** | **$16,582** | **-5.4%** | [Profitability Analysis](index=2&type=section&id=Profitability%20Analysis) Q2 2025 gross profit fell 20% to $9.4 million, with margins at 60.1%, while operating expenses rose 6% to $18.5 million, yet net loss per share improved to $8.03 - Gross profit decreased by **$2.4 million (20%)** YoY, with gross margin declining from **71.5%** to **60.1%**, primarily due to customer economic uncertainty, tighter lending practices, and supply disruptions from the Israel-Iran conflict[8](index=8&type=chunk) Q2 2025 Operating Expenses (in millions) | Expense Category | Q2 2025 (in millions) | Q2 2024 (in millions) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Selling and marketing | $7.7 | $7.0 | +9% | | General and administrative | $9.4 | $8.7 | +9% | | Research and development | $1.4 | $1.7 | -22% | | **Total Operating Expenses** | **$18.5** | **$17.4** | **+6%** | Q2 2025 Loss Summary | Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Operating Loss | $(9.0) million | $(5.6) million | | Net Loss Attributable to Stockholders | $(11.7) million | $(20.0) million | | Net Loss Per Share | $(8.03) | $(30.93) | [Financial Position](index=3&type=section&id=Financial%20Position) As of June 30, 2025, cash and cash equivalents stood at $4.9 million, with total debt at $34.3 million, reflecting an improved financial position from year-end 2024 Cash and Debt Position (in millions) | Metric | June 30, 2025 (in millions) | Dec 31, 2024 (in millions) | | :--- | :--- | :--- | | Cash and cash equivalents | $4.9 | $4.3 | | Total debt obligations | $34.3 | $39.7 | [Fiscal Year 2025 Financial Outlook](index=3&type=section&id=Fiscal%20Year%202025%20Financial%20Outlook) Venus Concept is not providing a fiscal year 2025 financial outlook due to ongoing lender discussions, strategic evaluations, and potential trade disruptions - The Company is not providing financial guidance at this time due to active dialogue with lenders, ongoing evaluation of strategic alternatives, and assessment of potential trade disruptions[13](index=13&type=chunk) [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) This section presents the condensed consolidated balance sheets, statements of operations, and cash flows, detailing the company's financial position and performance [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets were $63.1 million, liabilities $60.3 million, and equity $2.8 million, with a significant reduction in long-term debt Balance Sheet Summary (in thousands) | Account | June 30, 2025 (in thousands) | Dec 31, 2024 (in thousands) | | :--- | :--- | :--- | | **Total Current Assets** | **$45,108** | **$48,512** | | **Total Assets** | **$63,085** | **$68,184** | | **Total Current Liabilities** | **$41,118** | **$30,287** | | **Total Liabilities** | **$60,313** | **$65,346** | | **Total Stockholders' Equity** | **$2,772** | **$2,838** | - Long-term debt was significantly reduced to **$15.9 million** as of June 30, 2025, from **$31.4 million** at the end of 2024[20](index=20&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2025, net loss improved to $11.7 million on $15.7 million revenue, and for the six months, net loss was $24.1 million, an improvement from the prior year Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $15,692 | $16,582 | $29,335 | $34,061 | | Gross Profit | $9,431 | $11,849 | $18,186 | $23,496 | | Loss from Operations | $(9,041) | $(5,596) | $(18,569) | $(13,356) | | Net Loss | $(11,742) | $(19,864) | $(24,108) | $(29,653) | | Net Loss Per Share (Basic) | $(8.03) | $(30.93) | $(22.18) | $(48.60) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operations was $11.8 million, while financing activities provided $12.5 million, leading to a $0.6 million net cash increase Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | $(11,758) | $(4,210) | | Net cash used in investing activities | $(197) | $(47) | | Net cash provided by financing activities | $12,549 | $4,593 | | **Net increase in cash** | **$594** | **$336** | - Financing activities in the first six months of 2025 included **$3.3 million** from registered direct offerings and **$9.3 million** from short-term bridge financing[24](index=24&type=chunk) [Non-GAAP Financial Measures](index=8&type=section&id=Non-GAAP%20Financial%20Measures) Adjusted EBITDA, a non-GAAP measure, showed an $8.8 million loss in Q2 2025, a deterioration from Q2 2024, with reconciliation detailing various adjustments from net loss - Adjusted EBITDA is defined as net income (loss) adjusted for foreign exchange, financial expenses, taxes, depreciation, amortization, stock-based compensation, and other non-recurring items[25](index=25&type=chunk) Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Net Loss | $(11,742) | $(19,864) | $(24,108) | $(29,653) | | **Adjusted EBITDA** | **$(8,845)** | **$(4,142)** | **$(17,190)** | **$(9,260)** |

Core Insights - Venus Concept Inc. reported financial results for Q2 2025, showing a total revenue of $15.7 million, which is a 5% decrease year-over-year but a 15% increase quarter-over-quarter [5][6] - The company experienced a 20% growth in total systems and subscription sales quarter-over-quarter, with U.S. revenue increasing by 5% year-over-year [3][5] - The company is focusing on cash burn management and strategic initiatives to enhance long-term growth, including the sale of its Venus Hair business for $20 million [3][5] Financial Performance - Total revenue for Q2 2025 was $15.7 million, down from $16.6 million in Q2 2024, with U.S. revenue increasing by $0.4 million to $9.7 million [5][6] - Gross profit decreased by 20% to $9.4 million, with a gross margin of 60.1%, down from 71.5% in the prior year [8] - Operating expenses rose by 6% to $18.5 million, driven by increases in general and administrative and selling and marketing expenses [9] Losses and Adjusted EBITDA - The net loss for Q2 2025 was $11.7 million, or $8.03 per share, compared to a net loss of $20.0 million, or $30.93 per share, in Q2 2024 [11] - Adjusted EBITDA loss for Q2 2025 was $8.8 million, worsening from a loss of $4.1 million in the same quarter last year [11][28] Cash Position and Debt - As of June 30, 2025, the company had cash and cash equivalents of $4.9 million and total debt obligations of approximately $34.3 million, down from $39.7 million at the end of 2024 [12] - The company has made efforts to enhance its balance sheet through various financing transactions, including raising $3.9 million in gross proceeds from equity capital transactions [3][12] Strategic Initiatives - The company announced a definitive agreement to sell its Venus Hair business for $20 million, aiming to focus on its core medical aesthetics business [3][5] - Management emphasized the importance of disciplined cost management and targeted investments to support long-term growth [3]

Company Overview - Venus Concept Inc. is a global leader in medical aesthetic technology, offering a wide range of minimally invasive and non-invasive products for aesthetic and hair restoration [4] - The company operates in over 60 countries and has 9 direct markets, showcasing its extensive reach in the industry [4] - Venus Concept's product portfolio includes various aesthetic device platforms and hair restoration systems, such as NeoGraft® and the ARTAS iX® Robotic Hair Restoration system [4] Financial Results Announcement - The company will release its second quarter fiscal year 2025 financial results after market close on August 14, 2025 [1] - A conference call will be held at 5:00 p.m. Eastern Time on the same day to discuss the results and answer questions [2] - For those unable to attend, a replay of the call will be available for two weeks, and a webcast will be archived on the company's investor relations website [3] Investor Relations - Investor relations contact for Venus Concept is managed by ICR Healthcare, with Mike Piccinino, CFA, as the point of contact [5]

Core Insights - Venus Concept Inc. has successfully exchanged $6.5 million of subordinated convertible notes for 325,651 shares of Series Y preferred stock, resulting in a 14% reduction in total debt obligations from $39.7 million to approximately $34.3 million [1][2] Group 1: Financial Position - The debt exchange improves the Company's balance sheet and provides financial flexibility for ongoing strategic initiatives, including the divestiture of the Venus Hair business [2] - The total debt reduction reflects the Company's commitment to optimizing its capital structure [2] Group 2: Management Commentary - The CEO of Venus Concept emphasized the importance of the partnership with Madryn Asset Management in achieving financial flexibility and supporting the Company's transformation plan [2] - Madryn Asset Management expressed support for the management team and the Company's efforts to return to growth [2] Group 3: Company Overview - Venus Concept is a global leader in medical aesthetic technology, offering a wide range of minimally invasive and non-invasive products across over 60 countries [4] - The product portfolio includes various aesthetic device platforms and hair restoration systems, backed by prominent healthcare industry investors [4]

Core Viewpoint - Venus Concept Inc. has successfully closed a registered direct offering, raising approximately $1.15 million, with potential additional proceeds of up to $2.3 million from unregistered short-term warrants [1][3]. Group 1: Offering Details - The company sold 434,720 shares of common stock at a price of $2.65 per share [1]. - Concurrently, unregistered short-term warrants were issued to purchase up to 869,440 shares at the same exercise price, which are immediately exercisable and will expire in eighteen months [1][3]. - The gross proceeds from the offering are approximately $1.15 million before fees and expenses [3]. Group 2: Use of Proceeds - The net proceeds from the offering will be used for general corporate purposes [3]. Group 3: Company Overview - Venus Concept is a global leader in medical aesthetic technology, offering a wide range of minimally invasive and non-invasive products across over 60 countries [7]. - The product portfolio includes various aesthetic device platforms and hair restoration systems, supported by prominent healthcare growth equity investors [7].