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): March 18, 2016 (March 14, 2016)
VIVEVE MEDICAL, INC.
(Exact name of registrant as specified in charter)
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Yukon Territory, Canada |
1-11388 |
04-3153858 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
150 Commercial Street
Sunnyvale, California 94086
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (408) 530-1900
No change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below).
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
[ ] Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17 CFR 240.13(e)-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 14, 2016, the Board of Directors (the “Board”) of Viveve Medical, Inc. (the “Company”) increased the size of its Board from five to six members and appointed Jon M. Plexico to serve as a member of the Board, effective immediately. Mr. Plexico is currently one of two Managing Members of Stonepine Capital Management, LLC (“Stonepine Management”), along with Timothy P. Lynch. Stonepine Management, is the General Partner of Stonepine Capital, L.P. (“Stonepine”), a holder of approximately 30.7% of the outstanding common stock of the Company.
Mr. Plexico was appointed to the Board as a representative of Stonepine, at Stonepine’s election, under the terms of that certain letter agreement, dated May 12, 2015 (the “Letter Agreement”), by and between the Company and Stonepine, pursuant to which, among other things, for so long as Stonepine owns at least 15% of the Company’s outstanding equity securities, Stonepine shall have the option, but not the obligation, to designate a Stonepine representative to serve on the Board, subject to and in accordance with the Company’s charter and organizational documents and the Yukon Business Corporations Act. Pursuant to paragraph 4 of Appendix 2 to the Company’s Articles of Continuance, as amended, and the Company’s By-Laws, the directors of the Company may, between annual meetings of the Company, appoint one or more additional directors to serve until the next annual meeting but the number of additional directors shall not at any time exceed one third of the number of directors who held office at the expiration of the last annual meeting. Mr. Plexico has not been appointed to any Board committees.
There are no transactions in which Mr. Plexico has an interest requiring disclosure under Item 404(a) of Regulation S-K, except as described herein. Pursuant to a Securities Purchase Agreement, dated May 12, 2015, by and among the Company and certain purchasers, on May 14, 2015, Stonepine purchased 15,540,540 shares of the Company’s common stock in a private placement (the “May 2015 Private Placement”) for investment purposes, at $0.37 per share, for an aggregate purchase price of $5,749,999.90. The Company and Stonepine entered into the Letter Agreement in connection with the May 2015 Private Placement. Pursuant to a Securities Purchase Agreement, dated November 20, 2015, by and among the Company and certain purchasers, on November 24,2015, Stonepine purchased 2,857,142 shares of the Company’s common stock in a private placement (the “November 2015 Private Placement”) for investment purposes, at $0.70 per share, for an aggregate purchase price of $1,999,999.40. As a member of Stonepine Management, Mr. Plexico has an indirect interest in the securities acquired by Stonepine in the May 2015 Private Placement and November 2015 Private Placement.
Mr. Plexico will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of which were disclosed in the Company’s Proxy Statement for its 2015 Annual and Special Meeting of Stockholders filed with the Securities and Exchange Commission on July 23, 2015, in the section titled “Director Compensation”.
Mr. Plexico is expected to stand for election to the Board at the 2016 Annual and Special Meeting of the Stockholders.
Item 7.01 Regulation FD Disclosure.
On March 18, 2016, the Company issued a press release announcing the appointment of Mr. Plexico as a director of the Company. A copy of the press release is furnished herewith as Exhibit 99.1 to this report.
The information furnished in this Current Report on Form 8-K under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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99.1 |
Press release of Viveve Medical, Inc. dated March 18, 2016* |
*Furnished herewith.
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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Date: March 18, 2016 |
By: |
/s/ Patricia Scheller |
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Patricia Scheller Chief Executive Officer |
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Exhibit Index
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Exhibit No. |
Description |
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99.1 |
Press release of Viveve Medical, Inc. dated March 18, 2016* |
*Furnished herewith.
Exhibit 99.1
Viveve® Announces Election of Jon Plexico to Board of Directors
SUNNYVALE, California – March 18, 2016 – Viveve Medical, Inc. (“Viveve”) (OTC QB: VIVMF), a medical technology company focused on women’s health, today announced that Jon Plexico has joined the company’s board of directors.
“We are very pleased to have Jon as a director on the Viveve board.” said Patricia Scheller, chief executive officer and director of Viveve. “As a professional portfolio manager, investment banker and healthcare executive, and as a large institutional Viveve shareholder, he is ideally positioned to provide many valuable financial and business perspectives. He is also a strong supporter of the company’s business and commercialization strategy, and recognizes the tremendous growth opportunities that lie ahead for the company.”
Mr. Plexico is currently a managing member of Stonepine Capital Management, LLC. Previously, Mr. Plexico was managing director at Merriman Curhan Ford & Co., where he ran the healthcare corporate finance division focusing on private investments in public equity (PIPEs), secondary offerings, and mergers and acquisitions. Prior to that, Mr. Plexico was co-founding partner of Venture Ready Partners, a life science advisor providing capital raising services to private biotechnology companies. Mr. Plexico served as director of business development at Chemdex Corporation, an electronic life-science commerce company that completed an initial public offering during his tenure. He began his career at Quidel Corporation, where he became national sales manager for the autoimmune division. Mr. Plexico is a graduate of Colgate University.
“Stonepine Capital is a strong supporter of Viveve, its technology, and demonstrated advances in improving women’s sexual health,” said Plexico. “We believe Viveve is well positioned to achieve excellent growth in 2016 and beyond, and I’m excited to work with the entire board and management team to realize its potential.”
About Viveve
Viveve, Inc., the operating subsidiary of Viveve Medical, Inc., is a women's health company passionately committed to advancing new solutions to improve women's overall well-being and quality of life. The company's lead product, the globally patented Viveve System, is a non-surgical, non-ablative medical device that remodels collagen and restores tissue with only one treatment session. The Viveve System treats the condition of vaginal laxity, which is the result of the over-stretching of tissue during childbirth that can result in a decrease in physical sensation and sexual satisfaction. Physician surveys indicate that vaginal laxity is the number one post-delivery physical change for women, being more prevalent than weight gain, urinary incontinence or stretch marks. The Viveve Treatment uses patented, reverse-thermal gradient radiofrequency technology to tighten vaginal tissue in one 30-minute out-patient treatment in a physician's office. The Viveve System has received regulatory approval in Europe, Canada and Hong Kong and is available through physician import license in Japan. It is currently not available for sale in the U.S. For more information, please visit Viveve's website at www.viveve.com.
Safe Harbor Statement
All statements in this press release that are not based on historical fact are "forward-looking statements." 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. Such risks, uncertainties and other factors include, but are not limited to, the fluctuation of global economic conditions, the performance of management and our employees, our ability to obtain financing, competition, general economic conditions and other factors that are to be detailed in our periodic and current reports available for review at www.sec.gov. Furthermore, we operate in a highly competitive and rapidly changing environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. 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.
Viveve is a registered trademark of Viveve, Inc.
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