VIVEVE MEDICAL, INC. (NASDAQ:VIVE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
On August 8, 2017, Viveve Medical, Inc. (the “Company”) entered into an exclusive distribution agreement (the “Distribution Agreement”) with InControl Medical, LLC (“ICM”), a Wisconsin limited liability company focused on women's health, to which the Company will directly market, promote, distribute and sell ICM’s products to licensed medical professional offices and hospitals. The products to be distributed by the Company include ICM’s InTone™, InToneMV™, ApexM™, and Intensity™ products.
Under the terms of the Distribution Agreement, ICM agreed to not directly or indirectly appoint or authorize any third party to market, promote, distribute or sell any of the licensed products to any licensed medical professional offices and hospitals in the United States. In exchange, the Company agreed to not market, promote, distribute or sell (or contract to do so) any product which substantially replicates all or almost all of the key features of the licensed products, including (i) the combination of an expandable member and electrostimulation; or (ii) the combination of an expandable member and vibration for stimulation. In addition, the parties agreed to certain mutual marketing obligations to promote sales of the licensed products.
In connection with the Distribution Agreement, the Company also entered into a Membership Unit Subscription Agreement with ICM and the associated limited liability company operating agreement of ICM, to which the Company invested $2,500,000 in, and acquired membership units of, ICM.
On August 10, 2017, the Company issued a press release announcing its entry into the Distribution Agreement and Membership Unit Subscription Agreement. A copy of the Company’s press release is furnished as Exhibit 99.1 to this report on Form 8-K.
The foregoing description of the Distribution Agreement and the Subscription Agreement is only a summary and is qualified in its entirety by reference to the full text of each of the Distribution Agreement and Subscription Agreement. The Company intends to file a copy of each of the Distribution Agreement and the Subscription Agreement as an exhibit to its Quarterly Report on Form 10-Q for its fiscal quarter ending September 30, 2017, portions of which will be subject to a FOIA Confidential Treatment Request to the Securities and Exchange Commission to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Item 1.01. Results of Operations and Financial Condition.
On August 10, 2017, the Company issued a press release announcing its results for the quarter ended June 30, 2017. A copy of the Company’s press release is furnished as Exhibit 99.1 to this report on Form 8-K.
The information in this Item 1.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 1.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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99.1 |
Press Release issued by the Company on August 10, 2017. |
VIVEVE MEDICAL, INC. ExhibitEX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm Exhibit 99.1 Viveve Announces Second Quarter 2017 Financial Results and Strategic Partnership with InControl Medical,…To view the full exhibit click here
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.