Washington, D.C. 20549








Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): December 6, 2018





(Exact name of registrant as specified in its charter)










(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)



345 Inverness Drive South, Building B, Suite 250

Englewood, Colorado



(Address of principal executive offices)


(Zip Code)


Registrant’s telephone number, including area code: (720696-8100


Not Applicable

(Former name or former address, if changed since last report)




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))



 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 1.01.

 Entry into a Material Definitive Agreement. 


Underwritten Public Offering


On December 6, 2018, Viveve Medical, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cowen and Company, LLC, as representative of the underwriters named therein (collectively, the “Underwriters”), for a public offering (the “Offering”) of 13,333,334 shares of the Company’s common stock (the “Common Stock”), at a price to the public of $1.50 per share (the “Offering Price”).


The net proceeds to the Company from the Offering, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $18.5 million. The Offering is expected to close on December 11, 2018 subject to the satisfaction of customary closing conditions. The Company also granted the Underwriters a 30-day option to purchase up to an additional 1,999,999 shares of Common Stock at the Offering Price.


The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.


The Offering was made pursuant to (i) a base prospectus dated October 7, 2016, which is part of the Company’s registration statement on Form S-3 (File No. 333-213682) (the “2016 Form S-3”), (ii) a base prospectus dated November 28, 2017, which is part of the Company’s registration statement on Form S-3 (File No. 333-221432), and (iii) a prospectus supplement dated December 6, 2018, which is part of the two foregoing registration statements on Form S-3. After the completion of the Offering, no securities will be registered under the 2016 Form S-3.


The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Form 8-K and incorporated by reference herein. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 to this Form 8-K.


Item 8.01.

 Other Events.


Press Release


On December 6, 2018, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.





Item 9.01.

 Financial Statements and Exhibits.


(d) Exhibits










Underwriting Agreement, dated as of December 6, 2018, by and between Viveve Medical, Inc. and Cowen and Company, LLC, as representative of the underwriters named therein.




Opinion of Goodwin Procter LLP.




Consent of Goodwin Procter LLP (included in Exhibit 5.1).




Press release issued by Viveve Medical, Inc. on December 6, 2018.







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.



Date: December 10, 2018










/s/ Scott Durbin






Scott Durbin






Chief Executive Officer