Annual report pursuant to Section 13 and 15(d)

Note 17 - Subsequent Events

v3.20.4
Note 17 - Subsequent Events
12 Months Ended
Dec. 31, 2020
Notes to Financial Statements  
Subsequent Events [Text Block]
17.
Subsequent Events
 
2021
Public Offering
 
On
January 19, 2021,
the Company closed an upsized underwritten public offering of units (the
“January 2021
Offering”) for gross proceeds of approximately
$27,600,000,
which included the exercise of the underwriter's over-allotment option to purchase additional shares and warrants, prior to deducting underwriting discounts and commissions and offering expenses payable by Viveve.
 
The offering comprised of: (
1
)
4,607,940
Class A Units, priced at a public offering price of
$3.40
per Class A Unit, with each unit consisting of
one
share of common stock and
one
warrant to purchase
one
share of common stock, at an exercise price of
$3.40
per share that expires on the
fifth
anniversary of the date of issuance; and (
2
2,450,880
Class B Units, priced at a public offering price of
$3.40
per Class B Unit, with each unit consisting of
one
share of Series C convertible preferred stock and
one
warrant to purchase
one
share of common stock, at an exercise price of
$3.40
per share that expires on the
fifth
anniversary of the date of issuance. The underwriter exercised an over-allotment option to purchase an additional
1,058,820
shares of common stock and warrants to purchase
1,058,820
shares of common stock in the offering. The net proceeds to the Company, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, are expected to be approximately
$25,223,000.
 
Series C Convertible Preferred Stock
 
In connection with the closing of a public offering, on
January 19, 2021,
the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C Certificate of Designation”) with the Secretary of State of the State of Delaware. The Series C Certificate of Designation provides for the issuance of the shares of Series C convertible preferred stock. The shares of Series C convertible preferred stock rank on par with the shares of the common stock, in each case, as to dividend rights and distributions of assets upon liquidation, dissolution or winding up of the Company.
 
With certain exceptions, as described in the Series C Certificate of Designation, the shares of Series C convertible preferred stock have
no
voting rights.
 
Each share of Series C convertible preferred stock is convertible at any time at the holder's option into
one
share of common stock, which conversion ratio will be subject to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations and other similar transactions as specified in the Series C Certificate of Designation.
 
A total of
2,450,880
shares of Series C convertible preferred stock were issued in the
January 2021
Offering. In
January 2021,
all Series C convertible preferred stock were converted into common stock and there are
no
remaining shares of Series C convertible preferred stock outstanding.
 
2013
Plan -
2021
Evergreen
 
Effective
January 1, 2021,
the total common stock reserved for issuance under the
2013
Plan was increased by
307,705
shares from
1,451,246
shares to a total of
1,758,951
shares under the evergreen provision of the
2013
Plan.
 
November 2019
Offering
Amendment to Warrant Pricing Terms
 
On
January 19, 2021,
the Company closed a public offering at an effective price of
$3.40
per share of its common stock. As a result, the pricing terms of the Series B, A-
2
and B-
2
Common Stock Purchase Warrants (the “Warrants”) were modified so that each Warrant entitles the holder to purchase
one
share of common stock for an adjusted exercise price of
$3.40.
The exercise price for Series B Warrants was modified from
$6.10
per share to
$3.40
per share. The exercise price for Series A-
2
and B-
2
Warrants was modified from
$6.371
per share to
$3.40
per share. There was
no
change to the quantity of warrant shares.
 
Annual Equity Awards
 
In
January 2021,
the Company granted annual equity awards to employees and board members for
690,000
shares of common stock issuable upon vesting of deferred restricted stock units (RSUs) under the
2013
Plan. The RSUs vest in full on the
second
anniversary of the grant date.
 
Office Lease Amendment
 
In
March 2021,
the Company amended the sublease for its office building space. The lease term was extended for a period of
34
months and will terminate on
March 31, 2024. 
The monthly gross rent for the first,
second
and
third
years of the lease extension is
$21,028,
$21,643
and
$22,258
per month, respectively. The Company was also provided a rent abatement for the month of
June 2021. 
Additionally, the sublandlord has agreed to perform certain construction, repair, maintenance or other tenant improvements to the subleased premises with estimated costs of approximately
$19,000.