UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 30, 2019
VIVEVE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
1-11388 |
|
04-3153858 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
345 Inverness Drive South, Building B, Suite 250 Englewood, Colorado |
|
80112 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (720) 696-8100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
Common Stock |
VIVE |
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 |
Unregistered Sales of Equity Securities |
The Certificate of Designation of Preferences, Rights and Limitations (the “Certificate of Designation”) of Series B Convertible Preferred Stock (the “Series B Preferred Stock”) of Viveve Medical, Inc. (the “Company”) entitles the holders of Series B Preferred Stock to dividends (the “Preferred Dividends”) at a rate of 12.5% of $1,000 per annum, compounded annually and payable on a quarterly basis. The Certificate of Designation allows the Company to pay the Preferred Dividends by issuing and delivering fully paid and nonassessable shares of Series B Preferred Stock. Accordingly, the Company issued 378 shares of Series B Preferred Stock to holders of record of Series B Preferred Stock on December 31, 2019.
The Series B Preferred Stock will only be convertible into common stock following such time as the Company’s stockholders have approved an amendment to the certificate of incorporation that authorizes at least 125 million shares of common stock. Unless and until such an approval is received, the Series B Preferred Stock will not be convertible into common stock. If the Series B Preferred Stock becomes convertible into common stock, it will be convertible into that number of shares of common stock of the Company determined by dividing $1,000 by the conversion price of $1.53, subject to certain anti-dilution protections and beneficial ownership limitations.
The Company relied on the exemption from registration available under Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with the distribution.
Item 8.01. |
Other Events. |
On December 30, 2019, the Company received a formal determination from The Nasdaq Stock Market LLC (“Nasdaq”) Listing Qualifications Panel indicating that the Company has evidenced compliance with all applicable requirements for continued listing on The Nasdaq Capital Market. Accordingly, the Company’s hearing before the Nasdaq Hearings Panel scheduled for January 16, 2019 has been cancelled and the Company’s common stock will continue to be listed and trade on The Nasdaq Capital Market..
Viveve, Inc., which operates as a wholly-owned subsidiary of the Company, is a Delaware corporation that was incorporated in 2005 by Jonathan Parmer, MD, an OBGYN physician.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Press Release issued by the Company on December 31, 2019, furnished herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
VIVEVE MEDICAL, LTD. |
|
|
|
|
|
|
|
Date: December 31, 2019 |
By: |
/s/ Scott Durbin |
|
|
Scott Durbin |
|
|
Chief Executive Officer |
Exhibit 99.1
Viveve Announces Compliance with Nasdaq Listing Rules
ENGLEWOOD, CO – December 31, 2019 – Viveve Medical, Inc. (NASDAQ: VIVE), a medical technology company focused on women’s intimate health, announced today that it has been notified by Nasdaq that Viveve has regained compliance with the Nasdaq Capital Market continued listing requirements, the scheduled hearing before the Nasdaq Hearings Panel has been cancelled, and Viveve will continue to trade on the Nasdaq Capital Market.
About Viveve
Viveve Medical, Inc. is a medical technology company focused on women's intimate health. Viveve is committed to advancing new solutions to improve women's overall well-being and quality of life. The internationally patented Viveve® System incorporates CMRF technology to uniformly deliver volumetric heating while gently cooling surface tissue to generate neocollagenesis in a single in-office session.
In the United States, the Viveve System is cleared by the U.S. Food and Drug Administration (FDA) for use in general surgical procedures for electrocoagulation and hemostasis. International regulatory approvals and clearances have been received for vaginal laxity and/or improvement in sexual function indications in more than 50 countries. Viveve is conducting VIVEVE II, a multicenter, randomized, double-blind, sham-controlled clinical trial to assess improvement of sexual function in women following vaginal childbirth. Completion of full 250 subject enrollment was announced in early March 2019. The top-line 12-month data readout of the VIVEVE II trial is expected in April 2020. If successful, VIVEVE II results could support a marketing application for a new U.S. commercial indication.
Viveve continues to advance its clinical development program in stress urinary incontinence (SUI) and plans to initiate a short-term feasibility study in the first quarter 2020 following the recently announced approval of the submitted Investigational Testing Application by the Canadian Ministry of Health. Following the positive yet inconclusive results of the LIBERATE-International trial, the planned feasibility study will be a single-blind, three-arm, three-month study to compare Viveve's CMRF treatment to cryogen-only treatment and to inert sham treatment in order to capture short-term safety and effectiveness data on use of the Viveve System for the improvement of SUI in women. Results of the planned three-month feasibility study are targeted for read-out in April 2020. If positive, the results could be used to support Viveve's re-submission of its Investigational Device Exemption to the FDA for approval to conduct the LIBERATE-U.S. trial designed to evaluate the safety and effectiveness of the Viveve System for improvement of SUI in women. The results of these trials, if successful, could support marketing applications in the U.S. and over 30 countries around the world for this new commercial indication.
For more information visit Viveve's website at www.viveve.com.
Safe Harbor Statement
All statements in this press release that are not based on historical fact are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. While management has based any forward-looking statements included in this press release on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not limited to, the fluctuation of global economic conditions, the performance of management and our employees, our ability to obtain financing or pursue strategic alternatives, our ability to obtain approval or clearance for sale of our medical device for all indications sought, competition, general economic conditions and other factors that are detailed in our periodic and current reports available for review at www.sec.gov. Furthermore, we operate in a highly competitive and rapidly changing environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and undertake no obligation to, update or revise forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware, unless required by law.
Investor Relations contacts:
Amato and Partners, LLC
Investor Relations Counsel
admin@amatoandpartners.com
Media contact:
Jenna Urban
Berry & Company Public Relations
(212) 253-8881
jurban@berrypr.com