Item 1.01 Entry into a Material Definitive Agreement.
On September 25, 2020, Venus Concept Ltd., an Israeli corporation and wholly-owned subsidiary of Venus Concept Inc., a Delaware corporation (the “Company”), entered into an amendment to its master asset purchase agreement dated as of January 26, 2018 (the “MAPA”), by and among Venus Concept Ltd., Amalgo Corporation, an Ontario corporation, as Canadian Vendor, Amalgo Holding Corp., a Delaware corporation, Amalgo Solutions Corp., a Delaware corporation, and Amalgo US Corp., a Delaware corporation, as US Vendors, Amalgo (formerly Societe De Promotion Et Diffusion D’equipement Medical Medicamat), a French corporation, as French Vendor and Miriam Merkur, an individual resident in the Province of Ontario, together with the Canadian, US and French Vendors, the “Vendor Parties”. The amendment to the MAPA dated as of September 25, 2020 by and among Venus Concept Ltd. and the Vendor Parties (the “MAPA Amendment”) amends the terms of the MAPA in accordance with Section 1.12 of the MAPA to establish an installment payment plan for the remaining portion of the Earn-Out Amount due under the MAPA.
The description of the MAPA Amendment is qualified in its entirety by the terms of the MAPA Amendment. A copy of the MAPA Amendment is attached hereto as Exhibit 10.1.
On September 30, 2020, the Company, entered into an amendment to its credit agreement dated as of October 11, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Madryn Credit Agreement”), by and among Venus Concept Canada Corp., an Ontario corporation and Venus Concept USA Inc. (collectively, the “Borrowers”), the Company, as a Guarantor, Venus Concept Ltd., as a Guarantor, the other Guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), and Madryn Health Partners, LP, as Administrative Agent (“Madryn”). The Fourteenth Amendment to Credit Agreement dated as of September 30, 2020, by and among the Company, the Borrowers, the Lenders and Madryn (the “Amendment”), amends the Madryn Credit Agreement to (i) require that fifty percent (50%) of the interest payments for the period beginning July 1, 2020 and ending on, and including, September 30, 2020 (the “Second PIK Period”), be paid in cash, (ii) the remaining fifty percent (50%) of the interest payments for the Second PIK Period, be paid in kind (the “Second PIK Period Paid-in-Kind Interest”), and (iii) increase the interest rate applicable to the Second PIK Period Paid-in-Kind Interest from 9.00% per annum to 10.50% per annum during the Second PIK Period.
The description of the Amendment is qualified in its entirety by the terms of the Amendment. A copy of the Amendment is attached hereto as Exhibit 10.2.
Item 9.01 Financial Statements and Exhibits.
