VIVEVE MEDICAL, INC. (NASDAQ:VIVE) Files An 8-K Entry into a Material Definitive Agreement

Item1.01 Entry Into a Material Definitive Agreement.

As previously reported, on May 22, 2017, Viveve Medical, Inc.
(the Company) entered into a Term Loan Agreement (the Loan
Agreement) with CRG Servicing LLC (CRG), as administrative agent
and collateral agent, the lenders named on Schedule 1 to the Loan
Agreement (the Lenders) and Viveve, Inc., as subsidiary
guarantor.

to the Loan Agreement, on May 25, 2017, the Company borrowed
$20.0 million from the Lenders subject to certain conditions,
$10,760,295.04 of which was used to repay all of the amounts owed
by the Company under its existing Loan and Security Agreement
with Western Alliance Bank dated June 20, 2016, as amended (the
Prior Agreement). Upon the repayment of all amounts owed by the
Company under the Prior Agreement, including a prepayment fee and
a final payment fee, all commitments and obligations (other than
contingent indemnification obligations) under the Prior Agreement
were terminated and all security interests granted by the Company
to the lenders under the Prior Agreement were released.

As security for its obligations under the Loan Agreement, on the
May 25, 2017, the Company entered into security agreements with
Viveve, Inc. and CRG (the Security Agreements), whereby the
Company granted to CRG, as collateral agent for the Lenders, a
lien on substantially all of its assets, including intellectual
property.

In connection with the Loan Agreement, on May 25, 2017, the
Company issued to designees of the Lenders two warrants to
purchase shares of the Companys common stock equal to an
aggregate of 1.00% of the shares then outstanding, or 222,049
shares (the Warrants). The Warrants are exercisable at any time
prior to ten years following the issue date at a price per share
equal to 125% of the trailing 30-day average per share stock
price as of the issue date, or $9.50 per share, with customary
provisions for assumption or exchange upon a change of control or
a sale of all or substantially all of the assets of the Company.
The exercise of the Warrants could have a dilutive effect to the
Companys common stock to the extent that the market price per
share of the Companys common stock, as measured under the terms
of the Warrants, exceeds the exercise price of the Warrants.

The foregoing description of the Security Agreements and the
Warrants is only a summary of their material terms and does not
purport to be complete. Copies of the Warrants and Security
Agreements are attached as Exhibits 4.1, 4.2, 10.1 and 10.2,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.

The foregoing description of the Loan Agreement is qualified in
its entirety by reference to the Loan Agreement, which is filed
as Exhibit 10.1 to the Companys Current Report on Form 8-K filed
with the SEC on May 24, 2017, and the foregoing description of
the Prior Agreement is qualified in its entirety by reference to
the Prior Agreement, which is filed as an exhibit to the Companys
Current Report on Form 8-K filed with the SEC on June 21, 2016.

Item1.02. Termination of a Material Agreement

The information set forth above in Item1.01 relating to the Prior
Agreement is incorporated herein by reference.

Item3.02Unregistered Sale of Equity
Securities.

The information set forth in Item 1.01 above with respect to the
Warrants is incorporated hereinby reference.

The Company entered into the Warrants with the designees of the
Lenders in reliance on the exemption from registration provided
by Section4(a)(2)of the Securities Act of 1933, as amended (the
Securities Act). The Company relied on this exemption from
registration based in part on representations made by the Lenders
(or their designees). The Warrants and the shares of the Companys
common stock issuable upon exercise of the Warrants, if any, will
not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

About VIVEVE MEDICAL, INC. (NASDAQ:VIVE)

Viveve Medical, Inc., formerly PLC Systems, Inc., designs, develops, manufactures and markets medical devices for the non-invasive treatment of vaginal laxity. The Company’s Viveve Treatment is a non-invasive solution for vaginal laxity that is performed in approximately 30 minutes, in a physician’s office. The Viveve System uses monopolar radiofrequency (RF) energy to generate low temperature heat. The vaginal mucosa is simultaneously cooled while this non-ablative heat is delivered into the submucosal layer. The RF energy stimulates the formation of collagen and causes the collagen fibers to remodel thereby tightening the submucosal tissue of the vaginal introitus. The RF stimulation causes subtle alterations in the collagen that can renew the tissue and further tighten the vaginal tissue over the next 1 to 3 months following treatment (the Viveve Treatment) and lead to increased sexual function.

VIVEVE MEDICAL, INC. (NASDAQ:VIVE) Recent Trading Information

VIVEVE MEDICAL, INC. (NASDAQ:VIVE) closed its last trading session 00.00 at 7.14 with 144,094 shares trading hands.