v3.25.1

Note 19 - Subsequent Events | 12 Months Ended
--- | ---
Dec. 31, 2024
Notes to Financial Statements |
Subsequent Events [Text Block] | 19. SUBSEQUENT EVENTS Consent Agreement On January 28, 2025, the Company, Venus USA, Venus Canada, and Venus Ltd. (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”) (the “Consent Agreement”). The Consent Agreement granted relief under the MSLP Loan Agreement, such that (i) certain minimum liquidity requirements under the MSLP Loan Agreement are waived through February 28, 2025, and (ii) to permit Venus USA to apply the February 8, 2025 cash interest payment due under each Note (as defined in the Consent Agreement) to the respective outstanding principal balance of each Note. Eleventh Bridge Loan Amendment and Sixth Delayed Drawdown On January 28, 2025, the Loan Parties entered into an Eleventh Bridge Loan Amendment Agreement with the Lenders (the “Eleventh Bridge Loan Amendment”). The Eleventh Bridge Loan Amendment amended the Loan and Security Agreement to (i) increase the Delayed Draw Commitment, as defined in the Loan and Security Agreement, from $6,000,000 to $11,000,000 and (ii) extend the maturity date of the Bridge Financing from January 31, 2025 to February 28, 2025. On January 27, 2025, 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 “Sixth Delayed Drawdown”). The Sixth Delayed Drawdown was fully funded on January 28, 2024 following the effectiveness of the Eleventh Bridge Loan Amendment. Seventh Delayed Drawdown On February 21, 2025, 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 “Seventh Delayed Drawdown”). The Seventh Delayed Drawdown was partially funded on February 21, 2025 in the amount of $2,000,000 with the remainder funded on March 25, 2025. Amendment and Consent Agreement On February 28, 2025, the Loan Parties entered into an Amendment and Consent Agreement with the Lenders (the “Amendment and Consent Agreement”), to extend the maturity date of the MSLP Loan Agreement from December 8, 2025 to December 8, 2026. The Amendment and Consent Agreement also granted relief under the MSLP Loan Agreement, such that (i) certain minimum liquidity requirements under the MSLP Loan Agreement are waived through March 31, 2025, and (ii) permit Venus USA to apply the March 8, 2025 cash interest payment due under each Note (as defined in the Amendment and Consent Agreement) to the respective outstanding principal balance of each Note. Amendment to Secure Subordinated Convertible Notes On February 28, 2025, the Loan Parties and Holders entered into an Amendment to Secured Subordinated Convertible Notes agreement (the “Madryn Note Amendment”). The Madryn Note Amendment amended the New Notes to extend the maturity date of the New Notes from December 9, 2025 to December 9, 2026. Twelfth Bridge Loan Amendment On February 28, 2025, the Loan Parties entered into a Twelfth Bridge Loan Amendment Agreement with the Lenders (the “Twelfth Bridge Loan Amendment”). The Twelfth Bridge Loan Amendment amended the Loan and Security Agreement to extend the maturity date of the Bridge Financing from February 28, 2025 to March 31, 2025. Amendment to Secured Subordinated Convertible Notes On February 28, 2025, Loan Parties and EW Investors entered into an Amendment to Secured Subordinated Convertible Notes agreement (the “EW Note Amendment”). The EW Note Amendment amends the EW Notes to extend the maturity date of the EW Notes from December 9, 2025 to December 9, 2026. Reverse Stock Split On March 3, 2025, the Company effected a 1-for-11 reverse stock split (the “2025 Reverse Stock Split”) of the Company’s issued and outstanding common stock, par value $0.0001 per share by the filing of a Certificate of Amendment of Certificate of Incorporation (the “Certificate”) with the Secretary of State of the State of Delaware pursuant to the Delaware General Corporation Law. The 2025 Reverse Stock Split became effective at 5:00 p.m. Eastern Time on March 3, 2025. The Company’s common stock began trading on a 2025 Reverse Stock Split-adjusted basis as of the opening of the Nasdaq Capital Market on March 4, 2025. Consent Agreement On March 27, 2025, the Loan Parties entered into a Consent Agreement with the Lenders (the “March 2025 Consent Agreement”). The March 2025 Consent Agreement granted relief under the MSLP Loan Agreement, such that (i) certain minimum liquidity requirements under the MSLP Loan Agreement are waived through April 30, 2025, and (ii) permit Venus USA to apply the April 8, 2025 cash interest payment due under each Note (as defined in the Consent Agreement) to the respective outstanding principal balance of each Note. Thirteenth Bridge Loan Amendment On March 27, 2025, the Loan Parties entered into a Thirteenth Bridge Loan Amendment Agreement with the Lenders (the “Thirteenth Bridge Loan Amendment”). The Thirteenth Bridge Loan Amendment amended the Loan and Security Agreement to (i) extend the maturity date of the Bridge Financing from March 31, 2025 to April 30, 2025 and (ii) increase the Delayed Draw Commitment, as defined in the Loan and Security Agreement, from $11,000,000 to $21,000,000.

X
- References No definition available. + Details
Name: | us-gaap_DisclosureTextBlockAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
Name: | us-gaap_SubsequentEventsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration