VIVEVE MEDICAL (NASDAQ:VIVE) Files An 8-K Entry into a Material Definitive AgreementItem 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 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 thereunderand 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.
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.
Financial Statements and Exhibits.
VIVEVE MEDICAL, INC. ExhibitEX-1.1 2 ex_131334.htm EXHIBIT 1.1 ex_131334.htm Exhibit 1.1 13,…To view the full exhibit click
About VIVEVE MEDICAL (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.