VIVEVE MEDICAL (NASDAQ:VIVE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement.
On February 8, 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”), relating to the public offering (the “Offering”) of 10,000,000 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a price to the public of $3.00 per share (the “Offering Price”). The net proceeds to the Company from the sale of the Common Stock, after deducting the underwriting discounts and commissions (but before deducting estimated offering expenses payable by the Company), will be approximately $28,200,000. The Offering is expected to close on February 12, 2018, subject to the satisfaction of customary closing conditions. The Company has also granted the Underwriters a 30-day option to purchase up to an additional 1,500,000 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 the Company’s effective shelf registration statement on Form S-3 (File No.333- 213682), including the prospectus dated October7, 2016, as supplemented by a prospectus supplement dated February 8, 2018.
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 thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on 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 Current Report on Form 8-K.
On February 7, 2018, the Company issued a press release announcing the commencement of the Offering and on February 8, 2018, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.
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Item 1.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description |
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1.1 |
Underwriting Agreement, dated as of February 8, 2018, by and between Viveve Medical, Inc. and Cowen and Company, LLC, as representative of the underwriters named therein. |
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5.1 |
Opinion of Goodwin Procter LLP. |
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23.1 |
Consent of Goodwin Procter LLP (included in Exhibit 5.1). |
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99.1 |
Press release issued by Viveve Medical, Inc. on February7, 2018. |
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99.2 |
Press release issued by Viveve Medical, Inc. on February8, 2018. |
VIVEVE MEDICAL, INC. ExhibitEX-1.1 2 ex_104689.htm EXHIBIT 1.1 ex_104689.htm Exhibit 1.1 Execution Version 10,…To view the full exhibit click here
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.