UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): April 14, 2016

 

  _________________________

   

  

VIVEVE MEDICAL, INC.

(Exact name of registrant as specified in charter)

 

 

 

Yukon Territory, Canada

1-11388

04-3153858

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

150 Commercial Street

Sunnyvale, California 94086

(Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code: (408) 530-1900

 

No change 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see  General Instruction A.2 below).

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

 

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

[  ] Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

 

 
 
 

 

Item 3.03 Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined herein) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 22, 2015, Viveve Medical, Inc. (the “Company”) held its 2015 Annual and Special Meeting of Stockholders (the “Meeting”). At the Meeting, the stockholders approved, among other things, a reverse stock split of the Company's common stock at a ratio up to 1-for-10, such ratio to be determined by the board of directors of the Company (the “Board”) (the “Reverse Stock Split”). The Board approved the Reverse Stock Split at a ratio of 1-for-8, such Reverse Stock Split to be effective at 5:00 pm EST on April 15, 2016. The Reverse Stock Split was proposed in connection with the Company’s application for listing its common stock on the NASDAQ Capital Market. There is no assurance that the Company’s listing application will be approved by NASDAQ.

 

On April 12, 2016, the Company filed Articles of Amendment to its Articles of Continuation (the “Amendment”) with the Registrar of the Yukon Territory, which will effect the Reverse Stock Split on April 15, 2016 at 5:00 pm EST, to be reflected by the Financial Industry Regulatory Authority on the OTCQB on Monday, April 18, 2016.

 

As a result of the Reverse Stock Split, every eight (8) shares of the Company's issued and outstanding common stock, no par value will be converted into one (1) share of common stock, no par value, reducing the number of issued and outstanding shares of the Company's common stock from approximately 60,000,000 to approximately 7,500,000.

 

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company's common stock not evenly divisible by eight, will have the number of post-reverse split shares of the Company's common stock to which they are entitled rounded up to the nearest whole number of shares of the Company's common stock. No stockholders will receive cash in lieu of fractional shares.

 

The above description of the Amendment and the Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1.

 

Item 8.01 Other Events

 

On April 14, 2016, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

 

 
2 
 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number                                 Description        

 

3.1            Articles of Amendment to the Articles of Continuance of Viveve Medical, Inc.      

99.1          Press release dated April 14, 2016

 

 
 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

VIVEVE MEDICAL, INC.

  

 

 

 

 

 

 

  

  

  

  

Date: April 14, 2016

By:

/s/ Patricia Scheller

  

 

 

Patricia Scheller

Chief Executive Officer

 

 

 
 
 

 

Exhibit Index

 

Exhibit Number                                 Description        

 

3.1            Articles of Amendment to the Articles of Continuance of Viveve Medical, Inc.      

99.1          Press release dated April 14, 2016  

Exhibit 3.1

 

 

 
 
 

 

 

 
 
 

 

Exhibit 99.1

 

Viveve® Announces Reverse Stock Split in Preparation for Proposed Uplisting to NASDAQ

 

 

SUNNYVALE, California — April 14, 2016 -- Viveve Medical, Inc. ("Viveve") (OTCQB: VIVMF), a medical technology company focused on women's health, today announced that it will implement a 1-for-8 reverse split of its common stock in connection with its application for listing of its common stock on the NASDAQ Capital Market. The reverse stock split will become effective with the Financial Industry Regulatory Authority (FINRA) and Viveve common stock will begin trading on a post-split basis on the OTCQB under the temporary symbol “VIVMFD” on Monday, April 18th. There is no assurance that the company’s listing application will be approved by NASDAQ.

 

“This reverse stock split is an important component of Viveve's capital markets strategy," stated Patricia Scheller, chief executive officer of Viveve. "We believe moving Viveve to a national exchange will represent a significant step toward our efforts to create long ‑ term shareholder value, while attracting a broader and more diverse shareholder base."

 

At the effective time of the 1 ‑ for ‑ 8 reverse stock split, every eight shares of issued and outstanding Viveve common stock will be converted into one share of issued and outstanding Viveve common stock. All fractional shares of common stock will be rounded up to the nearest whole share. Immediately after the reverse stock split becomes effective, the company will have approximately 7.5 million shares of common stock outstanding. Following the effective time of the reverse split, the company also intends to change its domicile from Yukon Territory to Delaware, which was approved by the shareholders at the company’s 2015 annual shareholder meeting.

 

Shareholders of record are not required to send in their current stock certificates or evidence of book ‑ entry or other electronic positions for exchange. After the reverse stock split is effective, each stock certificate and book entry or other electronic position representing issued and outstanding shares of the company's common stock will be automatically adjusted. Shareholders should direct any questions concerning the reverse split to their broker or the company’s transfer agent, VStock Transfer, LLC at (212) 828-8436.

 

Additionally, all of the company's options and warrants that are outstanding immediately before the reverse stock split will also be adjusted by dividing the number of shares of common stock into which the options and warrants are exercisable by eight and multiplying the exercise price thereof by eight, in accordance with the terms of the plans, agreements, or arrangements governing such options and warrants.

 

 
 
 

 

About Viveve

 

Viveve Medical, Inc., is a women's health company passionately committed to advancing new solutions to improve women's overall well-being and quality of life. The company's lead product, the globally patented Viveve System, is a non-surgical, non-ablative medical device that remodels collagen and restores tissue with only one treatment session. The Viveve System treats the condition of vaginal laxity that can result in decreased physical sensation and sexual satisfaction. Physician surveys indicate that vaginal laxity is the number one post-delivery physical change for women, being more prevalent than weight gain, urinary incontinence or stretch marks. The Viveve Treatment uses patented, reverse-thermal gradient radiofrequency technology to tighten vaginal tissue in one 30-minute out-patient treatment in a physician's office. The Viveve System has received regulatory approval in many countries throughout the world and is available through physician import license in Japan. It is currently not available for sale in the U.S. For more information, please visit Viveve's website at www.viveve.com.

 

Safe Harbor Statement

 

All statements in this press release that are not based on historical fact, including the company’s statement that it plans to list its common stock on NASDAQ, are "forward-looking statements." Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding the company’s future financial condition or results of operations, or prospects and strategies for future growth. While management has based any forward-looking statements included in this press release on its current expectations, the information on which such expectations were based may change and the company cannot guarantee future events, results, actions, levels of activity, performance or achievements. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of the company’s control, which could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not limited to, the fluctuation of global economic conditions, the performance of management and the company’s employees, the company’s ability to obtain financing, competition, general economic conditions and other factors that are to be detailed in the company’s periodic and current reports available for review at www.sec.gov. Furthermore, the company operates in a highly competitive and rapidly changing environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The company disclaims any intention to, and undertakes no obligation to, update or revise forward-looking statements to reflect events or circumstances that subsequently occur or of which the company hereafter becomes aware.

 

Viveve is a registered trademark of Viveve, Inc.

 

Contact:

 

Amato and Partners, LLC 
Investor Relations Counsel
90 Park Avenue. 17th Floor
New York, NY 10016
212.430.0360
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