Viveve Medical, Inc. (“Viveve Medical”, the “Company”, “we”, “our”, or “us”) designs, develops, manufactures and markets a platform medical technology, which we refer to as , or CMRF. Our proprietary CMRF technology is delivered through a radiofrequency generator, handpiece and treatment tip, which collectively, we refer to as the Viveve® System. Viveve Medical competes in the women's intimate health industry in some countries by marketing the Viveve System as a way to improve the overall well-being and quality of life of women suffering from vaginal introital laxity, for improved sexual function, or stress urinary incontinence, depending on the relevant country-specific clearance or approval.  In the United States, the Viveve System is currently indicated for use in general surgical procedures for electrocoagulation and hemostasis.

 

On the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which the Company has the right to sell to LPC, and LPC has committed to purchase from us, from time to time, up to of our common stock, subject to certain limitations, during the months term of the Purchase Agreement.

 

On LPC purchased shares of common stock at a price per share of (the “Initial Purchase Shares”) under the Purchase Agreement. Thereafter, under the Purchase Agreement, on any business day selected by us, the Company direct LPC to purchase up to shares (and in certain circumstances up to shares) of our common stock. (See Note – Common Stock.) LPC has right to require the Company to sell any shares of common stock to LPC, but LPC is obligated to make purchases as the Company directs, subject to certain conditions. The purchase price per share for each such Regular Purchase will be based off of prevailing market prices of our common stock immediately preceding the time of sale without any fixed discount.

 

Other than as described above and Note – Common Stock, there are trading volume requirements or restrictions under the Purchase Agreement, and the Company will control the timing and amount of any sales of our common stock to LPC.

 

 

On the Company reduced the exercise price of the outstanding Series A warrants and Series B warrants from per share to per share. On the Company entered into inducement letter agreements with certain institutional and accredited holders of Series A warrants and Series B warrants pursuant to which such holders agreed to exercise Series A warrants to purchase shares of common stock and Series B warrants to purchase shares of common stock for aggregate exercise proceeds to the Company of approximately In conjunction, the Company also agreed to issue new Series A- warrants to purchase up to shares of common stock as an inducement for the exercise of Series A warrants, and new Series B- warrants to purchase up to shares of common stock as an inducement for the exercise of Series B warrants, in each case at an exercise price of per share and for a term of years. The transaction closed on Transaction costs in connection with the Warrant Offering were approximately (See Note - Common Stock for the calculation of the modification expense for the Series A and B warrants and the issuance of Series A- and B- warrants.)

 

In the Company closed an underwritten public offering of units (the Offering”) for gross proceeds of approximately which included the full exercise of the underwriter's overallotment option to purchase additional shares and warrants. The net proceeds to the Company, after deducting underwriting discounts and commissions and other offering expenses and payable by the Company, were approximately   

 

A total of shares of common stock, shares of Series A convertible preferred stock, Series A warrants to purchase up to shares of common stock, and Series B warrants to purchase up to shares of common stock were issued in the offering, including the full exercise of the over-allotment option. As of all Series A convertible preferred stock had been converted into common stock and there are remaining shares of Series A preferred stock outstanding. As of there are Series A warrants to purchase a total of shares of common stock and Series B warrants to purchase a total of shares of common stock still remaining and outstanding. (See Note – Preferred Stock; and Note – Common Stock.)

 

In connection with the closing of the Offering, the Company's secured lender, affiliates of CRG LP (“CRG”), converted approximately of the outstanding principal amount under its term loan with CRG (plus accrued interest, the prepayment premium and the back-end facility fee applicable thereto), for an aggregate amount of converted debt obligations of approximately into shares of the newly authorized Series B convertible preferred stock and issued warrants to purchase up to shares of common stock (see Note – Note Payable). 

The accompanying unaudited condensed consolidated financial statements of Viveve Medical have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form -Q and Article - of Regulation S- Accordingly, they do include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the condensed consolidated financial statements have been included. 

 

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form -K for the year ended which was filed with the Securities and Exchange Commission on The results of operations for the months ended are necessarily indicative of the results for the year ending or any future interim period.

    

The Company has adopted the Financial Accounting Standards Board's (“FASB”) Accounting Standard Codification (“ASC”) Topic - Presentation of Financial Statements – Going Concern, which requires that management evaluate whether there are relevant conditions and events that, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern and to meet its obligations as they become due within year after the date that the financial statements are issued.

  

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. However, since inception, the Company has sustained significant operating losses and such losses are expected to continue for the foreseeable future. As of the Company had an accumulated deficit of cash and cash equivalents of and working capital of Additionally, the Company used in cash for operations in the months ended The Company will require additional cash funding to fund operations through Accordingly, management has concluded that the Company does have sufficient funds to support operations within year after the date the financial statements are issued and, therefore, the Company concluded there was substantial doubt about the Company's ability to continue as a going concern.

 

To fund further operations, the Company will need to raise additional capital. The Company obtain additional financing in the future through the issuance of its common stock, or through other equity or debt financings. The Company's ability to continue as a going concern or meet the minimum liquidity requirements in the future is dependent on its ability to raise significant additional capital, of which there can be assurance. If the necessary financing is obtained or achieved, the Company will likely be required to reduce its planned expenditures, which could have an adverse impact on the results of operations, financial condition and the Company's ability to achieve its strategic objective. There can be assurance that financing will be available on acceptable terms, or at all. The financial statements contain adjustments for the outcome of these uncertainties. These factors raise substantial doubt about the Company's ability to continue as a going concern and have a material adverse effect on the Company's future financial results, financial position and cash flows.