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): June 29, 2020
VIVEVE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-11388 |
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04-3153858 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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345 Inverness Drive South, Building B, Suite 250 Englewood, Colorado |
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80112 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (720) 696-8100
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
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Common Stock |
VIVE |
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
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Item 8.01 |
Financial Statements and Exhibits. |
On June 29, 2020, Viveve Medical, Inc. (the “Company”) called to order its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, there were present or represented by proxy a sufficient number of shares of the Company’s common stock in order to constitute quorum. In order to solicit additional votes, the Company then adjourned the Annual Meeting without opening the polls until July 22, 2020 at 10:30 a.m. Eastern Time. At that time, the Annual Meeting will be reconvened virtually at www.virtualshareholdermeeting.com/VIVE2020.
The record date for the Annual Meeting remains May 6, 2020. Stockholders of the Company who have previously submitted their proxy or otherwise voted and who do not want to change their vote do not need to take any action.
No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting. The Company strongly encourages all of its stockholders to read the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2020 (the “Proxy Statement”) and other proxy materials relating to the Annual Meeting, which are available free of charge on the SEC’s website at www.sec.gov.
The Company filed a press release to announce the adjournment which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additional Information and Where to Find It
This Current Report on Form 8-K may be deemed to be solicitation material in respect of the solicitation of proxies from stockholders for the Annual Meeting. The Company has filed with the SEC and made, and will make, the Proxy Statement available to its stockholders of record on May 6, 2020. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING.
Stockholders are able to obtain the Proxy Statement and other relevant materials free of charge at the SEC’s website at www.sec.gov. In addition, documents filed with the SEC by the Company, including the Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, are available free of charge on the Company’s website at http://www.viveve.com.
Participants in the Solicitation
The Company and its directors, nominees and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the matters to be considered at the Annual Meeting. Information regarding the names, affiliations and direct or indirect interests (by security holdings or otherwise) of these persons are described in the Proxy Statement.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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99.1 |
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.
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VIVEVE MEDICAL, INC. |
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By: |
/s/ Scott Durbin |
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Name: |
Scott Durbin |
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Title: |
Chief Executive Officer |
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Date: |
June 29, 2020 |
Exhibit 99.1
VIVEVE MEDICAL ANNOUNCES ADJOURNMENT OF ANNUAL MEETING
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Meeting scheduled to reconvene July 22, 2020 at 10:30 AM Eastern Time |
ENGLEWOOD, CO – June 29, 2020 – Viveve Medical, Inc. (NASDAQ: VIVE), a medical technology company focused on women's intimate health, today announced that it has adjourned its 2020 Annual Meeting of Stockholders in order to permit stockholders additional time within which to vote. The adjourned meeting will be held at 10:30 AM Eastern Time on Wednesday, July 22, 2020. The adjourned meeting will also be a "virtual" meeting of stockholders. The record date for the annual meeting is May 6, 2020. A stockholder may use one of the following simple methods to vote:
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Vote by Internet at www.proxyvote.com until 11:59 PM Eastern Time on July 21, 2020 using the 16-digit control number appearing on the proxy card. |
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Vote by telephone by calling the toll-free telephone number 1-800-690-6903 until 11:59 PM Eastern Time on July 21, 2020 using their 16-digit control number appearing on the proxy card. |
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Vote by mail by marking, dating and signing the proxy card, and returning it in the postage-paid envelope provided to Broadridge Financial Solutions, Inc. |
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Vote at the virtual Annual Meeting by joining the meeting at www.virtualshareholdermeeting.com/VIVE2020 using the 16-digit control number included on the proxy card. |
About Viveve
Viveve Medical, Inc. is a medical technology company focused on women's intimate health. Viveve is committed to advancing new solutions to improve women's overall well-being and quality of life. The internationally patented Viveve® System incorporates CMRF technology to uniformly deliver volumetric heating while gently cooling surface tissue to generate neocollagenesis in a single in-office session. In the United States, the Viveve System is cleared by the FDA for use in general surgical procedures for electrocoagulation and hemostasis. International regulatory approvals and clearances have been received for vaginal laxity and/or improvement in sexual function indications in more than 50 countries.
Viveve continues to advance its clinical development program in SUI and is conducting a short-term feasibility study under an Investigational Testing Application approved by the Canadian Ministry of Health. The feasibility study is a single-blind, three-arm study to compare Viveve's CMRF treatment and a cryogen-only sham to an inert sham treatment in order to capture short-term safety and effectiveness data on use of the Viveve System for the improvement of SUI in women. Subject enrollment in the study was completed in March 2020. Results of the SUI feasibility study are targeted for readout in late summer of 2020. If positive, the feasibility study results could support our initiation of our pivotal PURSUIT trial pending FDA’s approval of Viveve’s IDE application.
For more information visit Viveve's website at www.viveve.com.
Safe Harbor Statement
All statements in this press release that are not based on historical fact are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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. 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 our control, which could cause actual results to materially differ from such statements. We disclaim any intention to, and undertake no obligation to, update or revise forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware, unless required by law.
Important Information
In connection with the solicitation of proxies, on May 18, 2020, Viveve filed a definitive proxy statement with the Securities and Exchange Commission ("SEC") in connection with its 2020 Annual Meeting. STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE DEFINITIVE PROXY MATERIALS AND ANY OTHER RELEVANT SOLICITATION MATERIALS FILED BY VIVEVE WITH THE SEC BEFORE MAKING ANY VOTING OR INVESTMENT DECISION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION. Viveve’s proxy statement and any other materials filed by Viveve with the SEC can be obtained free of charge at the SEC's web site at www.sec.gov. Viveve’s proxy statement, notice of annual meeting, and annual report to stockholders are available free of charge on Viveve’s website at http://www.viveve.com. The contents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement.
Viveve is a registered trademark of Viveve, Inc.
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