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): September 13, 2018
VIVEVE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE |
1-11388 |
04-3153858 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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345 Inverness Drive South, Building B, Suite 250 Englewood, Colorado |
80112 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (720) 696-8100
Not Applicable
(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:
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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)) |
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 13, 2018, the Board of Directors (the “Board”) of Viveve Medical, Inc. (the “Company”) increased the size of its Board from six (6) to eight (8) members and appointed Steven Basta and Karen Zaderej to serve as members of the Board, as independent Class I directors, effective September 13, 2018. Concurrent with their elections as directors of the Company, Mr. Basta was appointed to the Audit Committee of the Board (the “Audit Committe”) and the Governance and Nominating Committee of the Board (the “Governance and Nominating Committee”), and Ms. Zaderej was appointed to the Compensation Committee of the Board.
There are no arrangements or understandings between Mr. Basta or Ms. Zaderej and any other persons pursuant to which Mr. Basta and Ms. Zaderej were selected as directors of the Company, and, other than disclosed below, there are no transactions in which Mr. Basta or Ms. Zaderej has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Basta has served since September 2015 as President, Chief Executive Officer, and Director of Menlo Therapeutics, a publicly listed biopharmaceutical company. From October 2011 until August 2015, Mr. Basta served as Chief Executive Officer of AlterG, a privately held medical device company. From November 2002 to February 2010, Mr. Basta served as Chief Executive Officer of BioForm Medical, a publicly listed medical aesthetics company acquired by Merz, and from February 2010 to September 2011 served as Chief Executive Officer of Merz Aesthetics, the successor to BioForm Medical. Mr. Basta served on the board of Carbylan, Inc. from September 2009 to November 2016. Mr. Basta served on the board of RF Surgical, Inc. (acquired by Medtronic) from December 2013 to August 2015. Mr. Basta received a B.A. from The Johns Hopkins University and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University.
Ms. Zaderej has served as President, Chief Executive Officer and a Member of the Board of Directors of AxoGen, Inc., a medical technology company, since September 2011 and became Chairman of the AxoGen, Inc. Board of Directors in May 2018. Ms. Zaderej served as Chief Executive Officer and as a member of the Board of Directors of AxoGen Corporation, a wholly owned subsidiary of AxoGen, Inc., since May 2010 and as Chief Operating Officer from October 2007 to May 2010 and as Vice President of Marketing and Sales from May 2006 to October 2007. From October 2004 to May 2006, Ms. Zaderej worked for Zaderej Medical Consulting, a consulting firm she founded, which assisted medical device companies build and execute successful commercialization plans. From 1987 to 2004, Ms. Zaderej worked at Ethicon, Inc., a Johnson & Johnson company, where she held senior positions in marketing, business development, research & development, and manufacturing. Ms. Zaderej is a Director of SEBio, a non-profit supporting the life science industry in the southeastern United States. Ms. Zaderej has a MBA from the Kellogg Graduate School of Business and a BS in Chemical Engineering from Purdue University.
In connection with their appointments, Mr. Basta and Ms. Zaderej were each granted stock options pursuant to the Company’s 2013 Stock Option and Incentive Plan (the “Plan”) to acquire 70,000 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”). The options, which will be evidenced by the Company’s standard form of stock option agreement under the Plan, shall vest in three equal, annual installments over a period of three years following the date of grant, subject to Mr. Basta and Ms. Zaderej’s continued service to the Company through each vesting date, and shall have an exercise price equal to the closing price of the Common Stock on September 13, 2018.
In addition, Mr. Basta and Ms. Zaderej shall each receive (i) equity awards in the form of stock options to purchase 35,000 shares of Common Stock following each annual meeting of the Company’s stockholders, and (ii) compensation 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 2018 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 16, 2018, in the section titled “Director Compensation.”
Mr. Basta and Ms. Zaderej are expected to stand for election to the Board at the 2021 Annual Meeting of the Stockholders.
On September 13, 2018, Jon Plexico resigned from his position as a member of the Board, including from his positions as a member of the Audit Committee and Governance and Nominating Committee. Mr. Plexico's resignation was not due to any disagreement relating to the operations, policies, or practices of the Company.
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Item 7.01 |
Regulation FD Disclosure. |
On September 13, 2018, the Company issued a press release announcing the appointment of Mr. Basta and Ms. Zaderej as directors 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.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description |
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99.1 |
SIGNATURES
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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Date: September 13, 2018 |
Viveve Medical, Inc. |
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By: |
/s/ Scott Durbin |
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Scott Durbin |
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Chief Executive Officer |
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Exhibit 99.1
Viveve Appoints Two New Independent Board Members
ENGLEWOOD, CO – September 13, 2018 – Viveve Medical, Inc. (NASDAQ: VIVE), a medical technology company focused on women’s intimate health, today announced that Steve Basta and Karen Zaderej have joined the Viveve board of directors, effective today.
“It is with great pleasure that I welcome both Steve and Karen to our board, especially during this very important period of momentum and growth for the company. Steve has extensive experience building businesses to commercial success and through profitable acquisition, particularly in the aesthetics industry. Karen has a proven record of executive leadership and is recognized as a pioneer of innovative medical devices and treatments in new business categories,” said Dan Janney, chairman of the Viveve board of directors.
“The substantive experience and skill sets of both Steve and Karen are valued and extremely pertinent to Viveve as the company continues the commercial growth of the Viveve® System and seeks regulatory approvals for its CMRF technology in new indications with high unmet needs in women’s health,” remarked Scott Durbin, Viveve’s chief executive officer and director.
Mr. Basta currently serves as chief executive officer of Menlo Therapeutics, Inc., a late-stage biopharmaceutical company that develops and commercializes treatments for dermatologic and other chronic conditions. Mr. Basta’s previous executive roles include CEO of BioForm Medical, Inc. and its successor, Merz Aesthetics, Inc. where he led BioForm’s growth from product launch to $80.0 million in annual revenues at the time of its acquisition by Merz. He subsequently directed Merz Aesthetics through multiple product launches to reach its position as a worldwide leader in the injectable aesthetics industry.
Ms. Zaderej currently serves as chairman, chief executive officer and president of AxoGen, Inc., a medical products company focused on the development and commercialization of technologies for peripheral nerve regeneration and surgical repair. Her tenure at AxoGen includes roles as the company’s chief operating officer and vice president of marketing and sales. Ms. Zaderej’s professional background also includes building and executing commercialization plans, creating comprehensive market development programs, research and development, and manufacturing while at ETHICON, Inc., a Johnson and Johnson company and as the founder of her previous medical consulting firm.
About Viveve
Viveve Medical, Inc. is a women's intimate health company passionately committed to advancing new solutions to improve women's overall well-being and quality of life. The internationally patented Viveve® System, that delivers the Viveve treatment, incorporates clinically-proven cryogen-cooled, monopolar radiofrequency (CMRF) technology to uniformly deliver volumetric heating while gently cooling surface tissue to generate robust neocollagenesis in a single in-office session.
International regulatory approvals and clearances have been received for vaginal laxity and/or improvement in sexual function indications in over 50 countries. In the second quarter of 2018, Viveve initiated VIVEVE II, a multicenter, randomized, double-blind, sham-controlled study to assess improvement of sexual function in women following childbirth following an Investigational Device Exemption (IDE) application approval from the U.S. Food and Drug Administration (FDA) in March of 2018. If successful, this trial could support a marketing application for a new U.S. commercial indication. Currently, in the United States, the Viveve System is cleared by the FDA for use in general surgical procedures for electrocoagulation and hemostasis.
Viveve has initiated LIBERATE-International, one of two planned independent, multicenter, randomized registration trials for the improvement of stress urinary incontinence in women and has submitted an IDE to the FDA for LIBERATE-U.S. The results of these two studies, if successful, could support marketing applications in the U.S and additional countries around the world for this new commercial indication.
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. 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 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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