VIVEVE MEDICAL, INC. (Form: 10-K, Received: 03/16/2018 06:16:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

(Mark One)

☒

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 201 7

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________.to _______________.

Commission file number 1-11388

VIVEVE MEDICAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware		04-3153858
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

345 Inverness Drive South

Building B, Suite 250

Englewood, CO 80112

(Address of principal executive offices - Zip Code)

Registrant's telephone number, including area code: (720)-696-8100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered

Common Stock, par value $0.0001 per share		The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and wi ll not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer ,” “smaller reporting company ,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

	Large accelerated filer ☐	Accelerated filer ☒

	Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒

		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 30, 2017, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the last reported sales price of the Registrant’s common stock, par value $0.0001 per share, on The Nasdaq Capital Market on such date, was approximately $93,750,710 .

Number of shares outstanding of the Registrant ’s common stock, as of March 8 , 2018: 31,233,972

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant ’s definitive proxy statement for its 2018 Annual Meeting of Stockholders, which the registrant intends to file with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2017, are incorporated by reference into Part III of this Annual Report on Form 10-K.

2.	Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries, Viveve, Inc. and Viveve BV. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U .S . GAAP”) requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on our operating results.

F-7

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less, at the time of purchase, to be cash equivalents. The Company ’s cash and cash equivalents are deposited in demand accounts primarily at one financial institution. Deposits in this institution may, from time to time, exceed the federally insured amounts.

Concentration of Credit Risk and Other Risks and Uncertainties

To achieve profitable operations, the Company must successfully develop, manufacture, and market its products. There can be no assurance that any such products can be developed or manufactured at an acceptable cost and with appropriate performance charact eristics, or that such products will be successfully marketed. These factors could have a material adverse effect upon the Company’s financial results, financial position, and future cash flows.

The Company ’s products likely require clearance or approvals from the U.S. Food and Drug Administration or other international regulatory agencies prior to commencing commercial sales. There can be no assurance that the Company’s products will receive any of these required clearances or approvals or for the indications requested. If the Company was denied such clearances or approvals or if such clearances or approvals were delayed, it would have a material adverse effect on the Company’s financial results, financial position and future cash flows.

The Company is subject to risks common to companies in the medical device industry including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, uncertainty of market acceptance of products, product liability, and the need to obtain additional financing. The Company’s ultimate success is dependent upon its ability to raise additional capital and to successfully develop and market its products.

The Company designs, develops, manufactures and markets a medical device for the non-invasive treatment of vaginal introital laxity for improved sexual function, and for vaginal rejuvenation depending on the relevant country-specific clearance or approval that it refers to as the Viveve System . The Viveve System consists of three main components: a radiofrequency generator housed in a table-top console; a reusable handpiece; and a single-use treatment tip. Single-use accessories (e.g. RF return pad, coupling fluid), a foot pedal and a cryogen canister that can be used for approximately four to five procedures are also included with the System. The Company outsources the manufacture and repair of the Viveve System to a single contract manufacturer. Also, certain other components and materials that comprise the device are currently manufactured by a single supplier or a limited number of suppliers. A significant supply interruption or disruption in the operations of the contract manufacturer or these third -party suppliers would adversely impact the production of our products for a substantial period of time, which could have a material adverse effect on our business, financial condition, operating results and cash flows.

In North America, the Company sells its products primarily through a direct sales force to health care practitioners. Outside North America, the Company sells through an extensive network of distribution partners. During the year ended December 31, 2017 , two distributors together accounted for 35% of the Company’s revenue. During the year ended December 31, 2016, three distributors together accounted for 78% of the Company’s revenue.

There are no direct sales to customers that accounted for more than 10% of the Company ’s revenue during the years ended December 31, 2017 and 2016 .

As of December 31, 2017, two distributors, collectively, accounted for 57 % of total accounts receivable, net. As of December 31, 2016, three distributors, collectively, accounted for 81% of total accounts receivable, net.

F-8

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and are not interest bearing. Our typical payment terms vary by region and type of customer (distributor or physician). Occasionally, payment terms of up to six months may be granted to customers with an established history of collections without concessions. Should we grant payment terms greater than six months or terms that are not in accordance with established history for similar arrangements, revenue would be recognized as payments become due and payable assuming all other criteria for revenue recognition have been met. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company makes ongoing assumptions relating to the collectibility of its accounts receivable in its calculation of the allowance for doubtful accounts. In determining the amount of the allowance, the Company makes judgments about the creditworthiness of customers based on ongoing credit evaluations and assesses current economic trends affecting its customers that might impact the level of credit losses in the future and result in different rates of bad debts than previously seen. The Company also considers its historical level of credit losses. The allowance for doubtful accounts was $221,000 and zero as of December 31, 2017 and 2016, respectively.

Inventory

Inventory is stated at the lower of cost or net realizable value. Inventory as of December 31, 2017 consisted of $1,990,000 of finished goods and $400,000 of raw materials. Inventory as of December 31, 2016 consisted of $2,506,000 of finished goods and $181,000 of raw materials. Cost is determined on an actual cost basis on a first -in, first -out method. Lower of cost or net realizable value is evaluated by considering obsolescence, excessive levels of inventory, deterioration and other factors. Adjustments to reduce the cost of inventory to its net realizable value, if required, are made for estimated excess, obsolescence or impaired inventory. Excess and obsolete inventory is charged to cost of revenue and a new lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

As part of the Company ’s normal business, the Company generally utilizes various finished goods inventory as sales demos to facilitate the sale of its products to prospective customers. The Company is amortizing these demos over an estimated useful life of five years. The amortization of the demos is charged to selling, general and administrative expense and the demos are included in the medical equipment line within the property and equipment, net balance on the consolidated balance sheets as of December 31, 2017 and 2016.

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight -line method over their estimated useful lives of three to seven years. Leasehold improvements are amortized on a straight-line basis over the lesser of their useful lives or the life of the lease. Upon sale or retirement of assets, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable. When such an event occurs, management determines whether there has been an impairment by comparing the anticipated undiscounted future net cash flows to the related asset’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company has not identified any such impairment losses to date.

Revenue Recognition

The Company recognizes revenue net of sales taxes from the sale of its products, the Viveve System, single-use treatment tips and ancillary consumables. Revenue is recognized upon shipment, provided that persuasive evidence of an arrangement exists, the price is fixed or determinable and collection of the resulting receivable is reasonably assured. Sales of our products are subject to regulatory requirements that vary from country to country. The Company has regulatory clearance, or can sell its products without a clearance, in many countries throughout the world, including countries within the following regions: North America, Latin America, Europe, the Middle East and Asia Pacific.

F-9

The Company also sells a small number of extended service agreements on certain products for the period subsequent to the normal one -year warranty provided with the original product sale. Revenue is recognized over the service agreement period. Revenue from sale of such extended service agreements was immaterial for the years ended December 31, 2017 and 2016.

When a sales agreement involves multiple deliverables, such as extended warranties, the multiple deliverables are evaluated to determi ne the units of accounting. Judgment is required to properly identify the accounting units of multiple element transactions and the manner in which revenue is allocated among the accounting units. Judgments made, or changes to judgments made, may significantly affect the timing or amount of revenue recognition.

Revenue related to the multiple deliverables is allocated to each unit of accounting using the selling price hierarchy. Consistent with accounting guidance, the selling price is based upon vendor specific objective evidence (“VSOE”). If VSOE is not available, third party evidence (“TPE”) is used to establish the selling price. In the absence of VSOE or TPE, estimated selling price (“ESP”) is used. For the years ended December 31, 2017 and 2016, the Company has used ESP to calculate the relative fair value of the deliverables. The Company regularly reviews ESP and maintains internal controls over the establishment and updates of these estimates. There were no material changes to our estimates of ESP during the years reported on.

The Company does not provide its customers with a right of return.

Customer Advance Payments

From time to time, customers will pay for a portion of the products ordered in advance. Upon receipt of such payments, the Company records the customer advance payment as a component of accrued liabilities. The Company will remove the customer advance payment from accrued liabilities when revenue is recognized upon shipment of the products .

Investments in Unconsolidated Affiliates

The Company uses the equity method to account for its investments in entities that it does not control but have the ability to exercise significant influence over the investee. Equity method investments are recorded at original cost and adjusted periodica lly to recognize ( 1 ) the proportionate share of the investees’ net income or losses after the date of investment, ( 2 ) additional contributions made and dividends or distributions received, and ( 3 ) impairment losses resulting from adjustments to net realizable value. The Company eliminates all intercompany transactions in accounting for equity method investments. The Company records the proportionate share of the investees’ net income or losses in equity in earnings of unconsolidated affiliates on the consolidated statements of operations. We utilize a three -month lag in reporting equity income from our investments, adjusted for known amounts and events, when the investee’s financial information is not available timely or when the investee’s reporting period differs from our reporting period.

The Company assesses the potential impairment of the equity method investments when indicators such as a history of operating losses, a negative earnings and cash flow outlook, and the financial condition and prospects for the investee’s business segment might indicate a loss in value. The carrying value of the investments is reviewed annually for changes in circumstances or the occurrence of events that suggest the investment may not be recoverable. During the year ended December 31, 2017, no impairment charges have been recorded.

Product Warranty

The Company ’s products are generally subject to a one -year warranty, which provides for the repair, rework or replacement of products (at the Company’s option) that fail to perform within stated specification. The Company has assessed the historical claims and, to date, product warranty claims have not been significant.

F-10

Shipping and Handling Costs

The Company includes amounts billed for shipping and handling in revenue and shipping and handling costs in cost of revenue.

Advertising Costs

Advertising costs are charged to selling, general and administrative expenses as incurred. Advertising expenses, which are recorded in selling, general and administrative expenses, were immaterial for the years ended December 31, 2017 and 2016.

Research and Development

Research and development costs are charged to operations a s incurred. Research and development costs include, but are not limited to, payroll and personnel expenses, prototype materials, laboratory supplies, consulting costs, and allocated overhead, including rent, equipment depreciation, and utilities.

Income Taxes

The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax basis of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

The Company must assess the likelihood that the Company ’s deferred tax assets will be recovered from future taxable income, and to the extent the Company believes that recovery is not likely, the Company establishes a valuation allowance. Management judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against the net deferred tax assets. The Company recorded a full valuation allowance as of December 31, 2017 and 2016. Based on the available evidence, the Company believes it is more likely than not that it will not be able to utilize its deferred tax assets in the future. The Company intends to maintain valuation allowances until sufficient evidence exists to support the reversal of such valuation allowances. The Company makes estimates and judgments about its future taxable income that are based on assumptions that are consistent with its plans. Should the actual amounts differ from the Company’s estimates, the carrying value of the Company’s deferred tax assets could be materially impacted.

The Company recognizes in the financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the techni cal merits of the position. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company does not believe there are any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date.

Accounting for Stock-Based Compensation

Share-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as expense over the employee’s service period. The Company recognizes compensation expense on a straight-line basis over the requisite service period of the award.

F-11

We determined that the Black-Scholes option pricing model is the most appropriate method for determining the estimated fair value for stock options and purchase rights under the employee stock purchase plan. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions which determine the fair value of share-based awards, including the option’s expected term and the price volatility of the underlying stock.

Equity instruments issued to nonemployees are recorded at their fair value on the measurement date and are subje ct to periodic adjustment as the underlying equity instruments vest.

Comprehensive Loss

Comprehensive loss represents the changes in equity of an enterprise, other than those resulting from stockholder transactions. Accordingly, comprehensive loss may include certain changes in equity that are excluded from net loss. For the years ended December 31, 2017 and 2016, the Company’s comprehensive loss is the same as its net loss.

Net Loss per Share

The Company ’s basic net loss per share is calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period. The diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents outstanding during the period. For purposes of this calculation, stock options and warrants to purchase common stock and restricted common stock awards are considered common stock equivalents. For periods in which the Company has reported net losses, diluted net loss per share is the same as basic net loss per share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

The following securities were excluded from the calculation of net loss per share because the inclusion would be anti-dilutive.

	Year Ended
	December 31,
	2017		2016

Stock options to purchase common stock		2,694,224		1,909,764
Warrants to purchase common stock		642,622		425,274
Restricted common stock awards		10,000		58,155

Recently Issued and Adopted Accounting Standards

In May 2014, as part of its ongoing efforts to assist in the convergence of U.S. GAAP and International Financial Reporting Standards (“ IFRS”), the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014 - 09, “Revenue from Contracts with Customers (Topic 606 )” which created Accounting Standards Codification Topic 606 (“ASC 606” ). The new guidance sets forth a new five -step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The ASU provides alternative methods of initial adoption and is effective for annual and interim periods beginning after December 15, 2017. The FASB has issued several updates to the standard which i) defer the original effective date from January 1, 2017 to January 1, 2018, while allowing for early adoption as of January 1, 2017 ( ASU 2015 - 14 ); ii) clarify the application of the principal versus agent guidance (ASU 2016 - 08 ); iii) clarify the guidance on inconsequential and perfunctory promises and licensing (ASU 2016 - 10 ); and clarify the guidance on certain sections of the guidance providing technical corrections and improvements (ASU 2016 - 10 ). In May 2016, the FASB issued ASU 2016 - 12, “Revenue from Contracts with Customers (Topic 606 ) Narrow-Scope Improvements and Practical Expedients”, to address certain narrow aspects of the guidance including collectibility criterion, collection of sales taxes from customers, noncash consideration, contract modifications and completed contracts. This issuance does not change the core principle of the guidance in the initial topic issued in May 2014.

F-12

The Company did not early adopt this guidance, and accordingly, will adopt this new standard effective January 1, 2018. The guidance permits the use of either a full retrospective or modified retrospective transition method as of the adoption date. The Company currently plans to adopt the standard using the modified retrospective approach. Should the adoption of ASC 606 under the modified retrospective method result in the deferral of revenue previously recognized, or the recognition of revenue previously deferred under ASC 605 beyond January 1, 2018, the Company would record a cumulative catch-up adjustment at January 1, 2018.

As part of its preliminary evaluation, the Company has also considered the impact of the guidance in ASC 340 - 40, “Other Assets and Deferred Costs; Contracts with Customers”, with respect to capitalization and amortization of incremental costs of obtaining a contract. This guidance, requires the capitalization of all incremental costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained, provided the Company expects to recover the costs. The Company does not believe that it will not be required to capitalize any additional costs of obtaining the contract or additional sales commissions.

The Company has set up a team for the implementation of the new revenue recognition accou nting standard. Based on preliminary analysis, the Company expects that the new standard will not significantly impact the recognition of product sales given their point of sale nature. The Company is still in the process of evaluating its arrangements with distributors as well as those related to extended warranties under ASC 606.

In July 2015, the FASB issued ASU 2015 - 11, “ Simplifying the Measurement of Inventory” (“ASU 2015 - 11” ). ASU 2015 - 11 requires that an entity should measure inventory within the scope of this pronouncement at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The pronouncement does not apply to inventory that is being measured using the last-in, first -out (“LIFO”) method or the retail inventory method. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. ASU 2015 - 11 was effective for the Company’s fiscal year beginning January 1, 2017. The adoption did not have a significant impact on the consolidated financial statements.

In February 2016, the FASB issued ASU 2016 - 02, “ Leases (Topic 842 )”. Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within the reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are currently evaluating the effect of the adoption of this guidance on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016 - 09, “ Compensation – Stock Compensation (Topic 718 ): Improvements to Employee Share-Based Payment Accounting”. This guidance identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. We adopted this standard on January 1, 2017 and have elected to continue to estimate forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period. The adoption did not have a significant impact on the consolidated financial statements.

F-13

In August 2016, the FASB issued ASU No. 2016 - 15, “ Statement of Cash Flows, Classification of Certain Cash Receipts and Cash Payments (Topic 230 )”. This guidance addresses specific cash flow issues with the objective of reducing the diversity in practice for the treatment of these issues. The areas identified include: debt prepayment or debt extinguishment costs; settlement of zero -coupon debt instruments; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions and application of the predominance principle with respect to separately identifiable cash flows. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. We plan to adopt this guidance as of January 1, 2018 and believe the adoption of the guidance will not have a significant impact on the consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016 - 18, “Statement of Cash Flows, Restricted Cash (Topic 230 )”. This guidance requires that a statement of cash flows explain the total change during the period of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period to total amounts shown on the statement of cash flows. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. We plan to adopt this guidance as of January 1, 2018 and believe the adoption of the guidance will not have a significant impact on the consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017 - 09, “ Compensation - Stock Compensation (Topic 718 ), Scope of Modification Accounting”. This pronouncement provides guidance about which changes to the terms or conditions of a share-based payment award may require an entity to apply modification accounting under Topic 718. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. We plan to adopt this guidance as of January 1, 2018 and believe the adoption of the guidance will not have a significant impact on the consolidated financial statements.

We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the consolidated financial statem ents as a result of future adoption.

7 .	Note Payable

On June 20, 2016, the Company entered into a Loan and Security Agreement, as amended January 13, 2017 ( the “ 2016 Loan Agreement”) with Western Alliance Bank (“WAB”), pursuant to which WAB agreed to loan the Company up to an aggregate of $10,000,000 payable in two tranches of $7,500,000 and $2,500,000. The funding conditions for both tranches were satisfied as of the closing date, and therefore, the aggregate principal amount of $10,000,000 was provided on June 20, 2016. The terms of the loan also required the Company to meet certain financial and other covenants in connection with the 2016 Loan Agreement. In addition to all outstanding principal and accrued interest on the term loan, the terms of the loan required the Company to pay a final payment fee equal to 4.00% of the original principal amount of the term loan. All borrowings under the 2016 Loan Agreement were collateralized by substantially all of the Company’s assets, including intellectual property. The outstanding principal balance and accrued interest related to this note payable were repaid in May 2017 ( see discussion below).

In connection with the 2016 Loan Agreement, the Company issued a 10 -year warrant to WAB to purchase a total of 100,402 shares of the Company’s common stock at an exercise price of $4.98 per share (See Note 9 ).

On May 22, 2017, the Company entered into a Term Loan Agreement (the “ 2017 Loan Agreement”) with affiliates of CRG LP (“CRG”). The credit facility consists of $20,000,000 drawn at closing and access to additional funding of up to an aggregate of $10,000,000 for a total of $30,000,000 available under the credit facility. On December 29, 2017, the Company accessed the remaining $10,000,000 available under the CRG credit facility.

A portion of the initial loan proceeds were used to repay all of the amounts owed by the Company under its 2016 Loan Agreement with WAB. The remainder of the loan proc eeds (after deducting loan origination costs and other fees and expenses incurred in connection with the 2017 Loan Agreement), plus any additional amounts that may be borrowed in the future, will be used for general corporate purposes and working capital.

F-16

The 2017 Loan Agreement has a six -year term with four years of interest-only payments after which quarterly principal and interest payments will be due through the maturity date. Amounts borrowed under the 2017 Loan Agreement accrue interest at an annual fixed rate of 12.50%, 4.0% of which may, at the election of the Company, be paid in-kind during the interest-only period by adding such accrued amount to the principal loan amount each quarter. During the year ended December 31, 2017, the Company paid interest in-kind of $495,000 which was added to the total outstanding principal loan amount as of December 31, 2017. The Company is also required to pay CRG a final payment fee upon repayment of the loans in full equal to 5% of the sum of the aggregate principal amount plus the deferred interest added to the principal loan amount during the interest-only period. The Company accounts for the final payment fee by accruing the fee over the term of the loan using the effective interest rate method. As of December 31, 2017, interest accrued related to the final payment fee in the amount of $132,000 was included in other noncurrent liabilities in the consolidated balance sheets.

The Company may prepay all or a portion of the outstanding principal and accrued unpaid int erest under the 2017 Loan Agreement at any time upon prior notice to CRG, subject to a prepayment fee during the first five years of the term (which reduces each year) and no prepayment fee thereafter.

As security for its obligations under the 2017 Loan Ag reement, the Company entered into security agreements with CRG whereby the Company granted CRG a lien on substantially all of the Company’s assets, including intellectual property.

The terms of the 2017 Loan Agreement also require the Company to meet cert ain financial and other covenants. These covenants require the Company to maintain cash and cash equivalents of $2.0 million and, each year through the end of 2022, to meet a minimum total annual revenue threshold. In the event that the Company does not meet the minimum total annual revenue threshold for a particular year, then the Company can retroactively cure the shortfall by either issuing additional equity in exchange for cash or incurring certain additional permitted indebtedness, in each case, in an amount equal to 2.0 times the shortfall. Any such amounts shall be applied to prepay the loans. The 2017 Loan Agreement also contains customary affirmative and negative covenants for a credit facility of this size and type, including covenants that limit or restrict the Company’s ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into transactions with affiliates, pay dividends or make distributions, license intellectual property rights on an exclusive basis or repurchase stock, in each case subject to customary exceptions. As of December 31 , 2017, the Company was in compliance with all covenants.

In connection with the 2017 Loan Agreement, the Company issued tw o 10 -year warrants to CRG to purchase a total of 222,049 shares of the Company’s common stock at an exercise price of $9.50 per share (See Note 9 ).

As of December 31, 2017, future minimum payments under the note payable are as follows (in thousands):

Year Ending December 31,
2018	$	2,668
2019		2,778
2020		2,901
2021		16,672
2022		19,306
Thereafter		6,221
Total payments		50,546
Less: Amount representing interest		(20,051	)
Present value of obligations		30,495
Less: Unamortized debt discount		(1,547	)
Note payable, noncurrent portion	$	28,948

9 .	Common Stock

The Company established , through the filing of a prospectus supplement to its shelf registration statement on Form S- 3 (filed November 8, 2017), an “at-the-market” equity offering program under which the Company may offer and sell, from time-to-time, up to $25,000,000 aggregate offering price of shares of its common stock (the “November 2017 ATM Facility”). As of December 31, 2017, the Company has sold 59,249 shares of common stock under the November 2017 ATM Facility for net proceeds of approximately $125,000.

On May 19, 2017, the Company issued 35,000 restricted shares of its common stock at a value of $7.42 a share, or an aggregate value of approximately $260,000.

On March 22, 2017, in connection with the closing of the March 2017 Offering, we is sued an aggregate of 8,625,000 shares of common stock, including the exercise of the underwriters’ overallotment option, at a public offering price of $4.00 per share for gross proceeds of approximately $34,500,000. The net proceeds to the Company, after the deduction of underwriting discounts, commissions and other offering expenses, were approximately $31,440,000 .

On June 17, 2016, in connection with the closing of the June 2016 Offering, we issued an aggregate of 3,105,000 shares of common stock, inclu ding the exercise of the underwriters’ overallotment option, at a public offering price of $5.00 per share for gross proceeds of approximately $15,525,000. The net proceeds to the Company, after the deduction of underwriting discounts, commissions and other offering expenses, were approximately $13,886,000.

Warrants for Common Stock

As of December 31, 201 7, outstanding warrants to purchase shares of common stock were as follows:

Number of

Shares

Outstanding

Exercisable

Expiration

Exercise

Under

Issuance Date

for

Date

Price

Warrants

September 2014

Common Shares

September 23, 2019

4.24

86,831

October 2014

Common Shares

October 13, 2019

4.24

29,000

November 2014

Common Shares

November 12, 2019

4.24

12,500

February 2015

Common Shares

February 17, 2025

4.00

75,697

March 2015

Common Shares

March 26, 2025

2.72

1,454

May 2015

Common Shares

May 12, 2025

4.24

36,229

May 2015

Common Shares

May 17, 2020

4.24

21,585

December 2015

Common Shares

December 16, 2025

5.60

26,875

April 2016

Common Shares

April 1, 2026

6.08

25,000

May 2016

Common Shares

May 11, 2021

7.74

5,000

June 2016

Common Shares

June 20, 2026

4.98

100,402

May 2017

Common Shares

May 25, 2027

9.50

222,049

642,622

F-19

I n connection with the Loan and Security Agreement entered into on September 30, 2014, as amended on February 19, 2015, May 14, 2015, November 30, 2015 and March 18, 2016 ( collectively, the “2014 Loan Agreement”), with Pacific Western Bank (as successor in interest by merger to Square 1 Bank), the Company issued a warrant to purchase a total of 58,962 shares of common stock at an exercise price of $4.24 per share. The fair value of the warrant was recorded as debt issuance costs, presented in the consolidated balance sheets as a deduction from the carrying amount of the note payable, and was being amortized to interest expense over the loan term. The outstanding indebtedness was repaid in June 2016 from the proceeds of the new term loan in connection with the 2016 Loan Agreement and the remaining unamortized balance of debt issuance costs was recorded to interest expense for the quarter ended June 30, 2016. During the year ended December 31, 2016, the Company recorded $387,000, of interest expense relating to the debt issuance costs. The warrant was exercised on a cashless basis in August 2016 and 17,295 net shares were issued.

In conjunction with the second amendment to the 2014 Loan Agreement in May 2015, the Company issued a warrant to the lender to purchase a total of 3,125 shares of common stock at an exercise price of $2.96 per share. The debt issuance costs for this warrant were fully amortized as of September 30, 2015. The warrant was exercised on a cashless basis in July 2016 and 885 net shares of common stock were issued.

In connection with the 2016 Loan Agreement, the Company issued a warrant to purchase a total of 100,402 shares of common stock at an exercise price of $4.98 per share. The Company determined the fair value of the warrant on the date of issuance to be $350,000. The fair value along with legal fees totaling $90,000, was recorded as debt issuance costs and was amortized to interest expense over the loan term. The debt issuance costs were presented in the consolidated balance sheet as a deduction from the carrying amount of the note payable. The outstanding indebtedness was repaid in May 2017 from the proceeds of the new term loan in connection with the 2017 Loan Agreement and the remaining unamortized balance of debt issuance costs was recorded to interest expense for the quarter ended June 30, 2017. During the years ended December 31, 2017 and 2016, the Company recorded $371,000 and $69,000, respectively, of interest expense relating to the debt issuance costs .

In connection with the 2017 Loan Agreement, the Company issued warrants to purchase a total of 222,049, shares of common stock at an exercise price of $9.50 per share. The warrants have a contractual life of ten years and are exercisable immediately in whole or in part. The Company determined the fair value of the warrants on the date of issuance to be $940,000 using the Black-Scholes option pricing model. Assumptions used were dividend yield of 0%, volatility of 55.1%, risk free interest rate of 2.25% and a contractual life of ten years. The fair value of the warrants along with financing and legal fees totaling $790,000, are recorded as debt issuance costs and presented in the consolidated balance sheets as a deduction from the carrying amount of the note payable. The debt issuance costs are amortized to interest expense over the loan term. During the year ended December 31, 2017, the Company recorded $183,000 of interest expense relating to the debt issuance costs using the effective interest method. As of December 31, 2017, the unamortized debt discount was $1,547 ,000.

A total of 4,701 and 25,268 shares, issuable pursuant to warrants issued in connection with a private offering on September 30, 2014, were issued in connection with the exercise of warrants during the years ended December 31, 2017 and 2016, respectively.

No shares issuable pursuant to warrants have been cancelled during the year ended December 31, 2017. A total of 1,094 shares issuable pursuant to warrants issued to two vendors in October 2014 were cancelled during the year ended December 31, 2016 as the milestones related to these shares were not achieved.

The total stock-based compensation expense related to warrants issued was zero and $162,000 for the years ended December 31, 2017 and 2016, respectively.

10 .	Summary of Stock Options

Stock Option Plans

The Company has issued equity awards in the form of stock options and restricted stock awards from three employee benefit plans. The plans include the Company ’s 2005 Stock Incentive Plan (the “2005 Plan”), the Viveve Amended and Restated 2006 Stock Plan (the “2006 Plan”) and the Company’s Amended and Restated 2013 Stock Option and Incentive Plan (the “2013 Plan”).

F-20

There are currently no outstanding stock option awards issued from the 2005 Plan and no shares are available for future awards.

The 2006 Plan was adopted by the board of directors of Viveve, Inc. and was terminated in conjunction with the merger that took place on September 23, 2014 between PLC Systems Inc., Viveve, Inc. and PLC Systems Acquisition Corp. (the “Merger”). Prior to the Merger, the board of directors voted to accelerate the vesting of all unvested options that were outstanding as of the date of the Merger such that all options would be immediately vested and exercisable by the holders. In conjunction with the Merger, the Company agreed to assume and administer the 2006 Plan and all outstanding options to purchase shares of Viveve, Inc. common stock issued from the 2006 Plan were converted into options to purchase shares of the Company’s common stock (rounded down to the nearest whole share). There are currently outstanding stock option awards issued from the 2006 Plan covering a total of 38,378 shares of the Company’s common stock and no shares are available for future awards. The weighted average exercise price of the outstanding stock options is $10.49 per share and the weighted average remaining contractual term is 4.88 years.

The 2013 Plan was also adopted by the Company’s board of directors and approved by its stockholders. The 2013 Plan is administered by the compensation committee of the Company’s board of directors (the “Administrator”). Under the 2013 Plan, the Company may grant equity awards to eligible participants which may take the form of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted, deferred or unrestricted stock awards, performance -based awards or dividend equivalent rights. Awards may be granted to officers, employees, nonemployee directors (as defined in the 2013 Plan) and other key persons (including consultants and prospective employees). The term of any stock option award may not exceed 10 years and may be subject to vesting conditions, as determined by the Administrator. Options granted generally vest over four years. Incentive stock options may be granted only to employees of the Company or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424 (f) of the Internal Revenue Code. The exercise price of any stock option award cannot be less than the fair market value of the Company’s common stock, provided, however, that an incentive stock option granted to an employee who owns more than 10% of the Company’s outstanding voting power must have an exercise price of no less than 110% of the fair market value of the Company’s common stock and a term that does not exceed five years.

On August 22, 2016, the Company ’s stockholders approved an amendment to the 2013 Plan to add an “evergreen” provision which will automatically increase annually, on the first day of each January, the maximum number of shares of common stock reserved and available under the 2013 plan (the “Stock Issuable”) by an amount equal to the lesser of (i) the number of shares that will increase the Stock Issuable by 4% of the total number of shares of common stock outstanding (on a fully diluted basis) or (ii) an amount determined by the board of directors. On December 23, 2016, the board of directors approved the 2017 evergreen increasing the total stock reserved for issuance under the 2013 Plan by 523,209 shares from 2,000,000 shares to a total of 2,523,209 shares, which was effective January 1, 2017. On August 15, 2017, the Company’s stockholders approved an amendment to the 2013 Plan increasing the number of shares of common stock authorized for awards under the 2013 Plan from 2,523,209 shares to a total of 4,000,000 shares. On December 6, 2017, the board of directors approved the 2018 evergreen increasing the total stock reserved for issuance under the 2013 Plan by 780,143 shares from 4,000,000 shares to a total of 4,780,143 shares, which was effective January 1, 2018 .

As of December 31, 201 7, there are outstanding stock option awards issued from the 2013 Plan covering a total of 2,655,846 shares of the Company’s common stock and there remain reserved for future awards 1,186,527 shares of the Company’s common stock. The weighted average exercise price of the outstanding stock options is $5.73 per share, and the remaining contractual term is 8.64 years.

F-21

Activity under the 2005 Plan, the 2006 Plan and the 2013 Plan is as follows:

Weighted

Average

Aggregate

Number

Average

Remaining

Intrinsic

Exercise

Contractual

Value

Shares

Price

Term (years)

(in thousands)

Options outstanding, December 31, 2015

1,022,195

6.47

9.37

1,194,180

Options granted

978,966

6.00

Options exercised

(3,020

)

4.80

Options cancelled

(88,377

)

7.41

Options outstanding, December 31, 2016

1,909,764

6.19

9.12

211,396

Options granted

1,000,985

5.68

Options exercised

(7,730

)

4.02

Options cancelled

(208,795

)

8.88

Options outstanding, December 31, 2017

2,694,224

5.80

8.58

249,154

Vested and exercisable and expected to vest, end of period

2,539,133

5.80

8.55

239,624

Vested and exercisable, end of period

843,008

5.86

7.65

116,261

The aggregate intrinsic value reflects the difference between the exercise price of the underlying stock options and the Company ’s closing share price as of December 31, 2017 .

The options outstanding and exercisable as of December 31, 2017 are as follows:

Options Outstanding

Options Exercisabl e

Weighte d

Numbe r

Weighte d

Averag e

Numbe r

Weighte d

Outstanding

Averag e

Remainin g

Exercisabl e

Averag e

Range o f

as o f

Exercis e

Contractua l

as o f

Exercis e

Exercise Price s

December 31, 201 7

Pric e

Term (Years )

December 31, 201 7

Pric e

$2.64

12,500

2.64

7.37

8,334

2.64

$3.68

$3.76

66,876

3.76

7.10

47,371

3.76

$4.46

$5.01

542,829

4.72

8.51

183,555

4.75

$5.22

557,358

5.22

8.94

146,696

5.22

$5.46

$5.67

365,000

5.58

9.72

$6.00

557,753

6.00

7.96

278,880

6.00

$6.24

$6.61

122,038

6.44

8.18

36,766

6.32

$7.00

$7.92

431,492

7.65

8.75

103,028

7.72

$9.92

38,135

9.92

4.89

38,135

9.92

$56.00

$296.00

243

100.46

2.96

243

100.46

2,694,224

5.80

8.58

843,008

5.86

Restricted Stock Awards

In January 2016, the Company granted restricted stock awards (“ RSAs”) for 39,494 shares of common stock under the 2013 Plan to employees for 2015 accrued bonuses with a weighted average grant date fair value of $6.24 per share, based on the market price of the Company’s common stock on the award date. A total of 89 shares pursuant to an RSA were cancelled in September 2016. The remaining RSAs vested on the one -year anniversary of the award date in January 2017 and 39,405 shares of common stock were issued.

In August 2016, the Company granted RSAs for 5,998 shares of common stock under the 2013 Plan to board members as director compensation with a weighted average grant date fair value of $7.89 per share, based on the market price of the Company ’s common stock on the award date. The RSAs were fully vested on the date of grant and 5,998 shares of common stock were issued .

F-22

In September 2016, the Company granted 25,000 shares to a consultant with a weighted average grant date fair value of $7.58 per share, base d on the market price of the Company’s common stock on the award date. The RSA vests over one year at a rate of 1/4th per quarter beginning as of the award date. As of December 31, 2017, 25,000 shares were vested and issued.

In November 2016, the Compan y granted RSAs for 6,544 shares of common stock under the 2013 Plan to board members as director compensation with a weighted average grant date fair value of $5.91 per share, based on the market price of the Company’s common stock on the award date. The RSAs were fully vested on the date of grant and 6,544 shares of common stock were issued .

In May 2017, the Company granted RSAs for 4,797 shares of common stock under the 2013 Plan to board members as director compensation with a weighted average grant dat e fair value of $7.07 per share, based on the market price of the Company’s common stock on the award date. The RSAs were fully vested on the date of grant and 4,797 shares of common stock were issued.

In September 2017, the Company granted RSAs for 6,9 47 shares of common stock under the 2013 Plan to board members as director compensation with a weighted average grant date fair value of $5.58 per share, based on the market price of the Company’s common stock on the award date. The RSAs were fully vested on the date of grant and 6,947 shares of common stock were issued.

In October 2017, the Company granted RSAs for 7,884 shares of common stock under the 2013 Plan to board members as director compensation with a weighted average grant date fair value of $ 5.55 per share, based on the market price of the Company’s common stock on the award date. The RSAs were fully vested on the date of grant and 7,884 shares of common stock were issued.

In December 2017, the Company granted an RSA for 10,000 shares to an employee with a weighted average grant date fair value of $4.94 per share, based on the market price of the Company’s common stock on the award date. The RSA vests over four years at a rate of 1/4 ^th the first year beginning as of the award date and monthly thereafter. As of December 31, 2017, zero shares were vested and issued.

There were 10,000 shares of unvested RSAs as of December 31, 2017 .

2017 Employee Stock Purchase Plan

In August 2017, the stockholders approved the Company ’s 2017 Employee Stock Purchase Plan (the “2017 ESPP”). The Company reserved a total of 400,000 shares of common stock for issuance under the 2017 ESPP. Eligible employees may purchase shares of common stock through periodic payroll deductions, with a maximum purchase of 2,000 shares of common stock in any offering period. The price of common stock purchased under the 2017 ESPP is equal to 85% of the lesser of the fair market value of common stock on the first or last day of the offering period. Each offering period is for a period of three months. The first offering period under the 2017 ESPP began on October 1, 2017 and ended on December 31, 2017, and 17,894 shares were issued on December 29, 2017 at a purchase price of $4.2245 . As of December 31, 2017, the remaining shares available for issuance under the 2017 ESPP were 382,106 shares.

F-23

The Company estimates the fair value of purchase rights under the ESPP using a Black-Scholes valuation model. The fair value of each purchase right under the ESPP was estimated on the date of grant using the Black-Scholes option valuation model and the straight-line attribution approach with the following weighted-average assumptions:

	Year Ended
	December 31,
	2017

Expected term (in years)		0.25
Average volatility		61	%
Risk-free interest rate		1.06	%
Dividend yield		0	%

The weighted average grant date fair value of the purchase rights issued under the 2017 ESPP during the year ended December 31, 2017 was $1.51 per share .

Stock-Based Compensation

During the years ended December 31, 2017 and 2016, the Company granted stock options to employees to purchase 981,110 and 919,841 shares of common stock with a weighted average grant date fair value of $2.88 and $2.63 per share, respectively. The aggregate intrinsic value of options exercised during the year ended December 31, 2017 and 2016 was $31,000 and $5,000.

The Company estimated the fair value of stock options using the Black-Scholes option pricing model. The fair value of employee stock options is being amortized on a straight-line basis over t he requisite service period of the awards. The fair value of employee stock options granted was estimated using the following weighted average assumptions:

	Year Ended
	December 31,
	2017	2016

Expected term (in years)	5	5
Average volatility	59%	49%
Risk-free interest rate	1.89%	1.78%
Dividend yield	0%	0%

During the year ended December 31, 2017 and 2016, the Company granted stock options to nonemployees to purchase 19,875 and 59,125 shares of common stock with a weighted average grant date fair value of $4.09 and $4.60 per share. There were no options exercised by nonemployees during the years ended December 31, 2017 and 2016.

The fair value of nonemployee stock options granted was estimated using the following weighted average assumptions:

	Year Ended
	December 31,
	2017	2016

Expected term (in years)	10	10
Average volatility	72%	51%
Risk-free interest rate	2.38%	2.43%
Dividend yield	0%	0%

Option-pricing models require the input of various subjective assumptions, including the option ’s expected life and the price volatility of the underlying stock. The expected stock price volatility is based on analysis of the Company’s stock price history over a period commensurate with the expected term of the options, trading volume of comparable companies’ stock, look-back volatilities and the Company specific events that affected volatility in a prior period. The expected term of employee stock options represents the weighted average period the stock options are expected to remain outstanding and is based on the history of exercises and cancellations on all past option grants made by the Company, the contractual term, the vesting period and the expected remaining term of the outstanding options. The risk-free interest rate is based on the U.S. Treasury interest rates whose term is consistent with the expected life of the stock options. No dividend yield is included as the Company has not issued any dividends and does not anticipate issuing any dividends in the future.

F-24

The following table shows stock-based compensation expense included in the consolidated statements of operations for the years ended December 31, 201 7 and 2016 (in thousands):

	Year Ended
	December 31,
	2017		2016

Cost of revenue	$	19	$	-
Research and development		252		114
Selling, general and administrative		1,601		906
Total	$	1,872	$	1,020

As of De cember 31, 2017, the total unrecognized compensation cost in connection with unvested stock options was approximately $4,547,000. These costs are expected to be recognized over a period of approximately 2.8 years.

1 1 .

Income Taxes

No provision for in come taxes has been recorded due to the net operating losses incurred from inception to date, for which no benefit has been recorded.

A reconciliation of the U.S. statutory income tax rate to the Company ’s effective tax rate is as follows:

	Year Ended
	December 31,
	2017			2016

Income tax provision (benefit) at statutory rate		(34	)%		(34	)%
State income taxes, net of federal benefit		(4	)%		(2	)%
Change in valuation allowance		4	%		33	%
Effect of tax legislation		33	%		0	%
Other		1	%		3	%
Effective tax rate		0	%		0	%

The components of the Company’s net deferred tax assets and liabilities are as follows (in thousands):

	December 31,
	2017			2016
Deferred tax assets:
Net operating loss carryforwards	$	19,699		$	16,888
Capitalized start up costs		3,963			5,944
Research and development credits		835			518
Accruals and reserves		1,403			1,095
Fixed assets and depreciation		39			-
Total deferred tax assets		25,939			24,445
Deferred tax liabilities:
Fixed assets and depreciation		-			(7	)
Valuation allowance		(25,939	)		(24,438	)

Net deferred tax assets	$	-		$	-

F-25

The Company has recorded a full valuation allowance for its deferred tax assets based on it past losses and the uncertainty regarding the ability to project future taxable income. The valuation allowance increased by approximately $1,501,000 and $5,750,000 during the years ended December 31, 2017 and 2016, respectively.

As of December 31, 201 7, the Company has net operating loss (“NOL”) carryforwards for federal and state income tax purposes of approximately $78,858,000 and $50,517,000, respectively, which expire beginning in the year 2026 .

The Company also has federal and California research and development tax credits of approximately $701,000 and $623,000, respectively. The federal research credits will begin to expire in 2026 and the California research and development credits have no expiration date.

Utilization of the NOL and research and development credit carryforwards may be subject to a s ubstantial annual limitation due to ownership changes that have occurred previously or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986, as well as similar state provisions. Ownership changes may limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50 percentage points over a three -year period. If the Company has experienced a change of control, utilization of its NOL or tax credits carryforwards would be subject to an annual limitation under Section 382. Any limitation may result in expiration of a portion of the NOL or research and development credit carryforwards before utilization. Subsequent ownership changes could further impact the limitation in future years. Until a Section 382 study is completed and any limitation known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s NOL carryforwards and research and development credit carryforwards and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no net impact to the consolidated balance sheets or the consolidated statements of operations if an adjustment were required.

As of December 31, 20 17, the Company had not accrued any interest or penalties related to uncertain tax positions.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):

	Year Ended
	December 31,
	2017		2016

Balance at the beginning of the year	$	268	$	128
Additions based upon tax positions related to the current year		129		140
Balance at the end of the year	$	397	$	268

If the ending balance of $397,000 of unrecognized tax benefits as of December 31, 2017 were recognized, none of the recognition would affect the income tax rate. The Company does not anticipate any material change in its unrecognized tax benefits over the next twelve months. The unrecognized tax benefits may change during the next year for items that arise in the ordinary course of business.

The Company files U.S. federal and state income tax returns with varying statutes of limitations. All tax years since inception remain open to examinati on due to the carryover of unused net operating losses and tax credits.

On December 22, 2017, the United States enacted a law commonly known as the Tax Cuts and Jobs Act (“ TCJA”) which makes widespread changes to the Internal Revenue Code, including a reduction in the federal corporate tax rate to 21%, and repatriation of accumulated foreign accumulated earnings and profits , effective January 1, 2018.

The Company is required to recognize the effect on deferred tax assets and liabilities of a change in tax rates be recognized in the period the tax rate change was enacted. The carrying value of our U.S. deferred taxes is determined by the enacted U.S. corporate income tax rate. Consequently, the reduction in the U.S. corporate income tax rate impacts the carrying value of our deferred tax assets. Under the new corporate income tax rate of 21%, the U.S. net deferred tax asset position will decrease as will the related valuation allowance . The Company has also considered the impact of the transition tax for which it has estimated it does not need to accrue a liability as the operations of Viveve BV are immaterial. Uncertainty regarding the impact of tax reform remains, as a result of factors including future regulatory and rulemaking processes, the prospects of additional corrective or supplemental legislation, potential trade or other litigation, and other factors. As such, while the Company believes that these adjustments are reasonable estimates of TCJA, they should be considered provisional.

Part I

Item 1	Business	1
Item 1A	Risk Factors	23
Item 1B	Unresolved Staff Comments	42
Item 2	Properties	42
Item 3	Legal Proceedings	42
Item 4	Mine Safety Disclosures	42

Part II

Item 5	Market for Registrant ’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43
Item 6	Selected Financial Data	45
Item 7	Management ’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 7A	Quantitative and Qualitative Disclosure about Market Risk	58
Item 8	Financial Statements and Supplementary Data	58
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	58
Item 9A	Controls and Procedures	59
Item 9B	Other Information	61

Part III

Item 10	Directors, Executive Officers and Corporate Governance	61
Item 11	Executive Compensation	61
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	61
Item 13	Certain Relationships and Related Transactions, and Director Independence	61
Item 14	Principal Accountant Fees and Services	61

Part IV

Item 15	Exhibits, Financial Statement Schedules	62

Signatures		66

Indication for Use:	No. of Countries:
General Surgical procedures for electrocoagulation and hemostasis	3	(including the U.S.)
For treatment of vaginal laxity	41
For treatment of the vaginal introitus, after vaginal childbirth, to improve sexual function	17
For vaginal rejuvenation	1

	●	Handpiece . The reusable handpiece holds the treatment tip in place and processes information about temperature, contact, cooling system function and other important data. A precision control valve within the handpiece meters the delivery of coolant, which protects the mucosal surface.

	●	Treatment Tip . The single-use treatment tip is available in two sizes and comes pre-sterilized. Each treatment tip contains a proprietary internal EEPROM or Electrically Erasable Programmable Read-Only Memory chip, which stores treatment parameters and safety limits in order to optimize performance and safety. To enhance procedural safety, we have programmed the EEPROM for single-use treatments. Using the same treatment tip to perform multiple procedures could result in injury, therefore, the EEPROM disables the treatment tip after a pre-programmed number of pulses to ensure that the treatment tip is not reused.

US Patents		Foreign Patents
Issued	Pending	Issued	Pending
4	8	56	23

Indication for Use:	Countries Cleared fo r Marketing	Number of Countries
General surgical procedures for electrocoagulation and hemostasis	Taiwan, Thailand and U.S.	3
Treatment of vaginal laxity	European Union (31 countries), Bahrain, Iran, S. Korea, Kuwait, Lebanon, Malta, Qatar, Turkey, Ukraine, S. Africa	40
Treatment of the vaginal introitus after vaginal childbirth to improve sexual function	Australia, Brazil, Canada, Chile, Columbia, Costa Rica, Dominican Republic, Hong Kong, Japan, Malaysia, Mex ico, Panama, Philippines, Singapore, UAE, Uruguay, and Venezuela	17
Vaginal rejuvenation	China	1
General surgical procedures for electrocoagulation and hemostasis & treatment of vaginal laxity	S. Korea	1

	●	regulations governing our interactions with healthcare practitioners;

	●	U.S. export control and sanctions regulations associated with the export and reexport of the products;

	●	Medical Device Reporting (“MDR”), regulations, which require that a manufacturer report to the FDA if its device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction were to recur;

	●	post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data for the device;

	●	safety and effectiveness;
	●	product pricing;
	●	success of our marketing initiatives;
	●	compelling clinical data;
	●	intellectual property protection;
	●	quality of customer support; and
	●	development of successful distribution channels, both domestically and internationally.

	●	delays in receipt of anticipated purchase orders;
	●	performance of our independent distributors;
	●	positive or negative media coverage of the Geneveve Treatment or products of our competitors;
	●	our ability to obtain further regulatory clearances or approvals;
	●	delays in, or failure of, product and component deliveries by our subcontractors and suppliers;
	●	customer response to the introduction of new product offerings; and
	●	fluctuations in foreign currency.

	●	whether our marketing efforts directed toward increasing consumer awareness of Geneveve, for which we have limited experience and resources and indications, are successful;
	●	the extent to which physicians recommend Geneveve to their patients;
	●	the cost, safety and effectiveness of Geneveve versus alternative treatments;

	●	general consumer sentiment about the benefits and risks of such procedures; and
	●	consumer confidence, which may be impacted by economic and political conditions.

	●	difficulties in staffing and managing international operations;
	●	difficulties in penetrating markets in which our competitors’ products may be more established;
	●	reduced or no protection for intellectual property rights in some countries;
	●	export restrictions, trade regulations and foreign tax laws;
	●	fluctuating foreign currency exchange rates;
	●	foreign certification and regulatory clearance or approval requirements;
	●	difficulties in developing effective marketing campaigns for unfamiliar, foreign countries;
	●	customs clearance and shipping delays;
	●	political and economic instability; and
	●	preference for locally produced products.

	●	hire qualified individuals as needed;
	●	provide adequate training for the effective sale of our device; and
	●	retain and motivate sales employees.

	●	interruption of supply resulting from modifications to or discontinuation of a supplier’s operations;
	●	delays in product shipments resulting from uncorrected defects, reliability issues or a supplier’s variation in a component;
	●	a lack of long-term supply arrangements for key components with our suppliers;
	●	inability to obtain adequate supply in a timely manner, or to obtain adequate supply on commercially reasonable terms;
	●	difficulty locating and qualifying alternative suppliers for our components in a timely manner;
	●	production delays related to the evaluation and testing of products from alternative suppliers, and corresponding regulatory qualifications;
	●	delay in delivery due to suppliers prioritizing other customer orders over our orders;
	●	damage to our brand reputation caused by defective components produced by our suppliers;
	●	increased cost of our warranty program due to product repair or replacement based upon defects in components produced by our suppliers; and
	●	fluctuation in delivery by our suppliers due to changes in demand from us or from their other customers.

	●	untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;
	●	customer notifications for repair, replacement or refunds;
	●	recall, detention or seizure of our products;
	●	operating restrictions or partial suspension or total shutdown of production;
	●	refusing or delaying our requests for 510(k) clearance, de novo classification, or premarket approval of new products or modified products;
	●	operating restrictions;
	●	reclassifying a device that previously received a 510(k) clearance or withdrawing a PMA approval that was previously granted;
	●	refusal to grant export approval for our product; or
	●	criminal prosecution.

	●	actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
	●	changes in the market’s expectations about our operating results;
	●	success of competitors;
	●	our operating results failing to meet the expectations of securities analysts or investors in a particular period;

	●	changes in financial estimates and recommendations by securities analysts concerning our business, the market for our products, the health services industry, or the healthcare and health insurance industries in general;
	●	operating and stock price performance of other companies that investors deem comparable to us;
	●	our ability to market new and enhanced products on a timely basis;
	●	changes in laws and regulations affecting our business;
	●	commencement of, or involvement in, litigation involving us;
	●	changes in our capital structure, such as future issuances of securities or the incurrence of debt;
	●	the volume of shares of our common stock available for public sale;
	●	any major change in our board of directors or management;
	●	sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and
	●	general economic and political conditions such as recessions, fluctuations in interest rates and international currency fluctuations.

Year Ending December 31,

2018	–	$	338,000
2019	–	$	264,000
2020	–	$	112,000

Period (Listed on The Nasdaq Capital Market)	High		Low
October 1, 2017 through December 31, 2017	$	5.96	$	4.30
July 1, 2017 through September 30, 2017	$	7.73	$	4.87
April 1, 2017 through June 30, 2017	$	11.16	$	5.51
January 1, 2017 through March 31, 2017	$	6.75	$	3.75

October 1, 2016 through December 31, 2016	$	7.99	$	4.38
July 1, 2016 through September 30, 2016	$	10.00	$	4.10
June 14, 2016 through June 30, 2016	$	5.14	$	4.02

Period (Listed on the OTCQB)	High		Low
April 1, 2016 through June 13, 2016	$	9.00	$	1.01
January 1, 2016 through March 31, 2016	$	6.80	$	4.80

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders (2005 Plan)		-	$	-		-
Equity compensation plans approved by security holders (2006 Plan)		38,378	$	10.49		-
Equity compensation plans not approved by security holders (2013 Plan)		2,655,846	$	5.73		1,186,527
Total		2,694,224				1,186,527

	●	designing new treatment tips optimized for both ease-of-use and to reduce procedure times for patients and physicians; and
	●	Developing new RF consoles, which may include increased security features to prevent piracy, or new cooling systems to maintain compliance with environmental regulations.

	Year Ended
	December 31,				Change
	2017		2016		$		%
	(in thousands, except percentages)

Revenue	$	15,288	$	7,141	$	8,147		114	%

			Less than						More than
Contractual Obligations:	Total		1 Year		1 - 3 Year		3 -5 Years		5 Years
Non-cancellable operating lease obligations	$	714	$	338	$	376	$	-	$	-
Debt obligations (including interest)		50,546		2,668		22,351		25,527		-
Total	$	51,260	$	3,006	$	22,727	$	25,527	$	-

●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Exhibit No.	Description

2.1	Agreement and Plan of Merger dated May 9, 2014 by and among Viveve, Inc., PLC Systems, Inc. and PLC Systems Acquisition Corporation (1)
2.1.1	Amendment to Agreement and Plan of Merger (1)
2.2	RenalGuard Reorganization Agreement (2)
3.1	Certificate of Conversion for Delaware(3)
3.2	Amended and Restated Certificate of Incorporation(4)
3.3	Articles of Amendment to the Articles of Continuance of Viveve Medical, Inc. (5)
3.4	Amended and Restated Bylaws(4)
4.1	Common Stock Purchase Warrant issued on February 17, 2015 to Scott Durbin (6)+
4.2	Common Stock Purchase Warrant issued on February 17, 2015 to Jim Robbins (6)+
4.3	Common Stock Purchase Warrant issued on February 17, 2015 to Patricia Scheller (6)+
4.4	Common Stock Purchase Warrant issued on May 12, 2015 to James Atkinson (6)+
4.5	Common Stock Purchase Warrant issued on December 16, 2015 to James Atkinson (6)+
4.6	Common Stock Purchase Warrant issued on December 16, 2015 to Jim Robbins (6)+
4.7	Warrant to Purchase Common Stock issued on April 1, 2016 to Dynamic Medical Technologies (Hong Kong) Limited (3)
4.8	Warrant to Purchase Common Stock issued on May 11, 2016 to Theresa Stern (7)
4.9	Warrant to Purchase Common Stock issued on May 11, 2016 to Chris Rowan (7)
4.10	Warrant to Purchase Common Stock issued on June 20, 2016 to Western Alliance Bank (8)
4.11	Warrant to Purchase Shares of Common Stock of Viveve Medical, Inc., dated May 25, 2017, by and between Viveve Medical, Inc. and CRG Partners III - Parallel Fund "A" L.P. (9)
4.12	Warrant to Purchase Shares of Common Stock of Viveve Medical, Inc., dated May 25, 2017, by and between Viveve Medical, Inc. and CRG Partners III L.P. (9)
4.13	Specimen Common Stock Certificate (10)
10.1	Form of Securities Purchase Agreement dated May 9, 2014 (11)
10.2	Securities Purchase Agreement, dated May 9, 2014, by and among the Registrant and GBS Venture Partners as trustee for GBS BioVentures III Trust (11)
10.3	Escrow Deposit Agreement, dated May 9, 2014 by and among the Registrant, Palladium Capital Advisors LLC, Middlebury Securities and Signature Bank, as escrow a gent (11)
10.4	Registration Rights Agreement, dated May 9, 2014 (11)
10.5	First Amendment to Registration Rights Agreement, dated February 19, 2015 (12)
10.6	Right to Shares Letter Agreement dated May 9, 2014 between the Registrant and GCP IV LLC (11)
10.7	Amendment dated September 10, 2014 to Securities Purchase Agreement dated February 22, 2013 (13)
10.8	Amendment dated September 11, 2014 to Securities Purchase Agreement dated February 22, 2013 (13)
10.9	PLC Systems Inc. 2013 Stock Option and Incentive Plan, as amended (14) +
10.10	Employment Agreement by and between the Registrant and Patricia K. Scheller, dated February 27, 2018 (15)+
10.11	Employment Agreement by and between the Registrant and Scott C. Durbin, dated March 1, 2018 (15)+
10.12	Loan and Security Agreement dated September 30, 2014 between Viveve, Inc. and Square 1 Bank (16)

10.13	First Amendment to Loan and Security Agreement dated February 19, 2015 between Viveve, Inc. and Square 1 Bank (12)
10.14	Intellectual Property Se curity Agreement dated September 30, 2014 between Viveve, Inc. and Square 1 Bank (16)
10.15	Unconditional Guaranty issued by the Registrant in favor of Square 1 Bank (16)
10.16	Intellectual Property Assignment and License Agreement dated February 10, 20 06, as amended, between Dr. Edward Knowlton and TivaMed, Inc (14)
10.17	Development and Manufacturing Agreement dated June 12, 2006 between TivaMed, Inc. and Stellartech Research Corporation (14)
10.18	Amended and Restated Development and Manufacturing Agreement dated October 4, 2007 between TivaMed, Inc. and Stellartech Research Corporation (14)
10.19	Right to Shares Letter Agreement, dated as of September 23, 2014 by and between the Registrant and GCP IV LLC (14)
10.20	Right to Shares Letter Agreemen t, dated as of September 23, 2014 by and between the Registrant and G-Ten Partners LLC (14)
10.21	Convertible Note Termination Agreement, dated May 9, 2014 by and between Viveve, Inc. and 5AM Ventures II, LP (17)
10.22	Convertible Note Termination Agreem ent, dated May 9, 2014 by and between Viveve, Inc. and 5AM Co-Investors II, LP (17)
10.23	Convertible Note Exchange Agreement, dated May 9, 2014 by and between Viveve, Inc. and GBS Venture Partners Limited, trustee for GBS BioVentures III (17)
10.24	Warrant Termination Agreement, dated as of May 9, 2014, by and between Viveve, Inc. and 5AM Ventures II, LP (17)
10.25	Warrant Termination Agreement, dated as of May 9, 2014, by and between Viveve, Inc. and 5AM Co-Investors II, LP (17)
10.26	Warrant Term ination Agreement, dated as of May 9, 2014, by and between Viveve, Inc. and GBS Venture Partners Limited, trustee for GBS BioVentures III (17)
10.27	Employment Agreement by and between the Registrant and James G. Atkinson, dated February 27, 2018 (15)+
10.28	First Amendment to Lease dated January 15, 2015 between The Castine Group and Viveve, Inc. (18)
10.29	Second Amendment to Loan and Security Agreement dated May 14, 2015 between Viveve, Inc. and Square 1 Bank (18)
10.30	Form of Securities Purchase A greement dated May 12, 2015 (18)
10.31	Form of Registration Rights Agreement dated May 12, 2015 (18)
10.32	Letter Agreement with Stonepine Capital dated May 12, 2015 (18)
10.33	Form of Securities Purchase Agreement dated November 20, 2015 (19)
10.34	Form of Registration Rights Agreement dated November 20, 2015 (19)
10.35	Third Amendment to Loan and Security Agreement dated November 30, 2015 between Pacific Western Bank, as successor in interest by merger to Square 1 Bank, and Viveve, Inc. (20)
10.36	Fourth Amendment to Loan and Security Agreement dated March 18, 2016 between Pacific Western Bank, as successor in interest by merger to Square 1 Bank, and Viveve, Inc. (6)
10.37	Viveve Medical, Inc. Amended and Restated Independent Director Compensation Policy (20)
10.38	Viveve Medical, Inc. Amended and Restated 2013 Stock Option and Incentive Plan (21)
10.39	Second Amendment to Standard Industrial/Commercial Multi-Tenant Lease- Gross, dated September 12, 2016 between Viveve, Inc. and Commercial Street Properties, LLC. (22)
10.40	Loan and Security Agreement dated as of June 20, 2016 by and among Viveve Medical, Inc., Viveve, Inc. and Western Alliance Bank (8)
10.41	Intellectual Property Security Agreement dated as of June 20, 2016 between Viveve Medical, Inc. and Weste rn Alliance Bank (8)
10.42	Sublease Agreement, entered into on February 1, 2017 and effective as of January 26, 2017, between Viveve Medical, Inc. and Ingredion Incorporated (23)
10.43	Waiver and First Amendment to Loan and Security Agreement, dated January 13, 2017, between Viveve Medical, Inc., Viveve, Inc. and Western Alliance Bank (24)
10.44	Security Agreement, dated May 25, 2017, by and between Viveve Medical, Inc., Viv eve, Inc. and CRG Servicing LLC (9)

10.45	Patent and Trademark Security Agreement, dated May 25, 2017, by and between Viveve Medical, Inc., Viv eve, Inc. and CRG Servicing LLC (9)
10.46	Term Loan Agreement, dated May 22, 2017, among Viveve Medical, Inc., Viveve, Inc., CRG Servicing LLC, as administrative agent, and certain lenders (25)
10.47	Exclusive Distributorship Agreement, dated August 8. 2017, by and between Viveve Medical, Inc. and InControl Medical, LLC (26)
10.48	Membership Sub scription Agreement, dated August 1, 2017, by and between Viveve Medical, Inc. and InControl Medical, LLC (26)
10.49	Waiver No. 2 to Loan Agreement, dated December 12, 2017, among Viveve Medical, Inc., CRG Servicing LLC and the lenders party thereto (27)
10.50	Amendment to the Amended and Restated 2013 St ock Option and Incentive Plan (28)
10.51	2017 Employee Stock Purchase Plan (28)
10.52	Forms of Indemnification Agreement*
14.1	Code of Conduct, adopted September 23, 2014 (29)
21	List of the Registrant ’s Subsidiaries (30)
23.1	Consent of BPM LLP*
24.1	Power of Attorney* (included on signature page hereto)
31.1	Certification of the Company ’s Principal Executive Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934*
31.2	Certification of the Company ’s Principal Financial Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934*
32.1	Certification of the Company ’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2	Certif ication of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

(4)	Incorporated by reference from the Form 8-K filed with the Securities and Exchange Commission on August 17, 2017 .
( 5)	Incorporated by reference from the Form 8-K filed with the Securities and Exchange Commission on April 14, 2016.

( 8)	Incorporated by reference to the Registrant ’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2016.
(9)	Incorporated by referenc e to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2017.

( 20)	Incorporated by reference to the registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2017.
( 21)	Incorporated by reference to Appendix A to the Registrant’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 7, 2017.
( 22)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 10, 2016.
( 23)	Incorporated by reference to the Registrant ’s Current Report on Form 8-K filed with the SEC on February 3, 2017.
(24)	Incorporated by reference from the Form 8-K filed with the Securities and Exchange Commission on January 13, 2017.

(25)	Incorporated by reference to the Registrant ’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2017.
(26)	Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2017.
(27)	Incorporated by reference to the Registrant ’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2017.
(28)	Incorporated by reference to the Registrant’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 7, 2017.
( 29)	Incorporated by reference to the Registrant ’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2015.
(30)	Incorporated by reference to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2017.

		VIVEVE MEDICAL, INC.
		(Registrant)

March 15, 2018	By:	/s/ Patricia Scheller
		Patricia Scheller
		Chief Executive Officer

Signature	Title	Date


/s/Patricia Scheller	Chief Executive Officer and Director
Patricia Scheller	(Principal Executive Officer)	March 15, 2018

/s/Scott Durbin	Chief Financial Officer
Scott Durbin	(Principal Financial and Accounting Officer)	March 15, 2018

/s/Daniel Janney
Daniel Janney	Chairman of the Board of Directors	March 15, 2018

/s/Debora Jorn
Debora Jorn	Director	March 15, 2018

/s/Lori Bush
Lori Bush	Director	March 15, 2018

/s/Arlene Morris
Arlene Morris	Director	March 15, 2018

/s/Jon Plexico
Jon Plexico	Director	March 15, 2018