Venus Concept Says On Dec 31, Co & Its Unit Enter Consent Agreement With Madryn Health Partners & Others; Consent Agreement Waives Liquidity Requirements Through January 14, 2026; Bridge Loan Maturity Date Extended To January 14, 2026

On December 31, 2025,  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 Consent Agreement with Madryn Health Partners, LP ("Madryn") and Madryn Health Partners (Cayman Master), LP ("Madryn Cayman," and together with Madryn, the "Lenders" or the "Holders") (the "Consent Agreement").

The Consent Agreement granted relief under the Loan and Security Agreement (Main Street Priority Loan), dated December 8, 2020, among the Lenders, as lenders, and Venus USA, as borrower (the "MSLP Loan Agreement"), such that (i) certain minimum liquidity requirements under the MSLP Loan Agreement are waived through January 14, 2026, and (ii) Venus USA is permitted to apply the January 8, 2026 cash interest payment due under each Note (as defined in the Consent Agreement) to the respective outstanding principal balance of each Note.