1.	The Company and Basis of Presentation

Viveve Medical, Inc. (“Viveve Medical”, the “Company”, “we”, “our”, or “us”) designs, develops, manufactures and markets a platform medical technology, which we refer to as

Cryogen-cooled Monopolar RadioFrequency

, or CMRF. Our proprietary CMRF technology is delivered through a radiofrequency generator, handpiece and treatment tip, which collectively, we refer to as the Viveve® System. Viveve Medical competes in the women’s intimate health industry in some countries by marketing the Viveve System as a way to improve the overall well-being and quality of life of women suffering from vaginal introital laxity, for improved sexual function, or stress urinary incontinence, depending on the relevant country-specific clearance or approval. In the United States, the Viveve System is currently indicated for use in general surgical procedures for electrocoagulation and hemostasis.

Public Offerings

December 2018,

in connection with the closing of a public offering (the

“December 2018

Offering”), the Company issued an aggregate of

14,728,504

shares of common stock, including the shares issued in connection with the exercise of the underwriters’ overallotment option, at a public offering price of

$1.50

per share for gross proceeds of approximately

$22,093,000.

The net proceeds to the Company, after deducting underwriting discounts and commissions and other offering expenses, were approximately

$20,385,000.

February 2018,

in connection with the closing of a public offering (the

“February 2018

Offering”), the Company issued an aggregate of

11,500,000

shares of common stock, including the shares issued in connection with the exercise of the underwriters’ overallotment option, at a public offering price of

$3.00

per share for gross proceeds of approximately

$34,500,000.

The net proceeds to the Company, after deducting underwriting discounts and commissions and other offering expenses, were approximately

$32,214,000.

The Company established an “at-the-market” equity offering program through the filing of a prospectus supplement to its shelf registration statement on Form S-

which was filed on

November 8, 2017,

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”). During the

three

months ended

March 31, 2019,

the Company sold

zero

shares of common stock under the

November 2017

ATM Facility. During the

three

months ended

March 31, 2018,

the Company sold

208,277

shares of common stock under the

November 2017

ATM Facility for net proceeds of approximately

$1,011,000.

As of

March 31, 2019,

the Company has sold

336,498

shares of common stock under the

November 2017

ATM Facility for net proceeds of approximately

$1,318,000.

Interim Unaudited Financial Information

The accompanying unaudited condensed consolidated financial statements of Viveve Medical have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form

-Q and Article

of Regulation S-

Accordingly, they do

not

include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the condensed consolidated financial statements have been included.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Annual Report on Form

-K for the year ended

December 31, 2018,

which was filed with the Securities and Exchange Commission on

March 15, 2019.

The results of operations for the

three

months ended

March 31, 2019

are

not

necessarily indicative of the results for the year ending

December

31,

2019

or any future interim period.

Liquidity

and Management Plans

The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) Topic

205

40,

Presentation of Financial Statements – Going Concern, which requires that management evaluate whether there are relevant conditions and events that, in the aggregate, raise substantial doubt about the entity’s ability to continue as a going concern and to meet its obligations as they become due within

one

year after the date that the financial statements are issued.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. However, since inception, the Company has sustained significant operating losses and such losses are expected to continue for the foreseeable future. As of

March 31, 2019,

the Company had accumulated a deficit of

$165,414,000,

cash and cash equivalents of

$17,821,000

and working capital of

$22,095,000.

Additionally, the Company used

$11,558,000

in cash for operations in the

three

months ended

March 31, 2019.

The Company will require additional cash funding to fund operations through

May 9, 2020.

Accordingly, management has concluded that the Company does

not

have sufficient funds to support operations within

one

year after the date the financial statements are issued and, therefore, the Company concluded there was substantial doubt about the Company’s ability to continue as a going concern. Based on management’s plans to reduce operating expenses, including a reduction in force in

January 2019,

and the availability of our

November 2017

ATM Facility, the Company believes that this substantial doubt has been alleviated.

To fund further operations, the Company will need to raise additional capital. The Company

may

obtain additional financing in the future through the issuance of its common stock, or through other equity or debt financings. The Company’s ability to continue as a going concern or meet the minimum liquidity requirements in the future is dependent on its ability to raise significant additional capital, of which there can be

assurance. If the necessary financing is

not

obtained or achieved, the Company will likely be required to reduce its planned expenditures, which could have an adverse impact on the results of operations, financial condition and the Company’s ability to achieve its strategic objective. There can be

assurance that financing will be available on acceptable terms, or at all.