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.

2021

Public Offering

January 19, 2021,

the Company closed an upsized underwritten public offering of units (the

“January 2021

Offering”) for gross proceeds of approximately

$27,600,000,

which included the exercise of the underwriter's over-allotment option to purchase additional shares and warrants, prior to deducting underwriting discounts and commissions and offering expenses payable by Viveve.

In connection with the closing of the public offering, on

January 19, 2021,

the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Series C Certificate of Designation”) with the Secretary of State of the State of Delaware. The Series C Certificate of Designation provides for the issuance of shares of Series C convertible preferred stock. The shares of Series C convertible preferred stock rank on par with the shares of the common stock. With certain exceptions, as described in the Series C Certificate of Designation, the shares of Series C convertible preferred stock have

voting rights. Each share of Series C convertible preferred stock is convertible at any time at the holder's option into

one

share of common stock.

The offering comprised of: (

)

4,607,940

Class A Units, priced at a public offering price of

$3.40

per Class A Unit, with each unit consisting of

one

share of common stock and

one

warrant to purchase

one

share of common stock, at an exercise price of

$3.40

per share that expires on the

fifth

anniversary of the date of issuance; and (

)

2,450,880

Class B Units, priced at a public offering price of

$3.40

per Class B Unit, with each unit consisting of

one

share of Series C convertible preferred stock and

one

warrant to purchase

one

share of common stock, at an exercise price of

$3.40

per share that expires on the

fifth

anniversary of the date of issuance. The underwriter exercised an over-allotment option to purchase an additional

1,058,820

shares of common stock and warrants to purchase

1,058,820

shares of common stock in the offering. The net proceeds to the Company, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, are expected to be approximately

$25,223,000.

A total of

2,450,880

shares of Series C convertible preferred stock were issued in the

January 2021

Offering. In

January 2021,

all Series C convertible preferred stock were converted into common stock and there are

remaining shares of Series C convertible preferred stock outstanding.

Elimination of Series A Convertible Preferred Stock

December 16, 2020,

the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Delaware Secretary of State with respect to

547,345

authorized shares of Series A convertible preferred stock, par value

$0.0001

per share. The Series A convertible preferred stock had been designated pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock filed with the Delaware Secretary of State on

November 25, 2019.

As of the date of the filing of the Certificate of Elimination,

shares of Series A convertible preferred stock were outstanding. Upon filing the Certificate of Elimination, the

547,345

authorized shares of Series A convertible preferred stock were returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series or rights, preferences, privileges or limitations.

Purchase Agreement with Lincoln Park Capital, LLC

June 8, 2020,

the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”), pursuant to which the Company has the right to sell to LPC, and LPC has committed to purchase from us, from time to time, up to

$10,000,000

of our common stock, subject to certain limitations, during the

-month term of the Purchase Agreement.

June 9, 2020,

LPC purchased

52,500

shares of common stock at a price per share of

$6.50

(the “Initial Purchase Shares”) under the Purchase Agreement. Thereafter, under the Purchase Agreement, on any business day selected by us, the Company

may

direct LPC to purchase up to

25,000

shares (and in certain circumstances up to

50,000

shares) of our common stock. (See Note

– Common Stock.) LPC has

right to require the Company to sell any shares of common stock to LPC, but LPC is obligated to make purchases as the Company directs, subject to certain conditions. The purchase price per share for each such Regular Purchase will be based off of prevailing market prices of our common stock immediately preceding the time of sale without any fixed discount.

Other than as described above and Note

– Common Stock, there are

trading volume requirements or restrictions under the Purchase Agreement, and the Company will control the timing and amount of any sales of our common stock to LPC.

2020

Warrant Offering

April 15, 2020,

the Company reduced the exercise price of the outstanding Series A warrants and Series B warrants from

$15.50

per share to

$6.10

per share. On

April 16, 2020,

the Company entered into inducement letter agreements with certain institutional and accredited holders of Series A warrants and Series B warrants pursuant to which such holders agreed to exercise Series A warrants to purchase

482,059

shares of common stock and Series B warrants to purchase

24,279

shares of common stock for aggregate exercise proceeds to the Company of approximately

$3,089,000.

In conjunction, the Company also agreed to issue new Series A-

warrants to purchase up to

482,059

shares of common stock as an inducement for the exercise of Series A warrants, and new Series B-

warrants to purchase up to

24,279

shares of common stock as an inducement for the exercise of Series B warrants, in each case at an exercise price of

$6.371

per share and for a term of

five

years. The transaction closed on

April 20, 2020.

Transaction costs in connection with the

2020

Warrant Offering totaled approximately

$334,000.

(See Note

– Common Stock.) As of

December 31, 2020,

there were Series A-

warrants to purchase a total of

392,830

shares of common stock and Series B-

warrants to purchase a total of

20,380

shares of common stock still remaining and outstanding.

2019

Public Offering and CRG Debt Conversion

November 2019,

the Company closed an underwritten public offering of units (the

“November 2019

Offering”) for gross proceeds of approximately

$11,500,000,

which included the full exercise of the underwriter's overallotment option to purchase additional shares and warrants. The net proceeds to the Company, after deducting underwriting discounts and commissions and other offering expenses and payable by the Company, were approximately

$9,922,000.

The offering comprised of: (

) Class A Units, priced at a public offering price of

$15.50

per unit, with each unit consisting of

one

share of common stock,

Series A warrant to purchase

one

share of common stock at an exercise price of

$15.50

per share that expires on the

first

anniversary of the date of issuance and

Series B warrant to purchase

one

share of common stock at an exercise price of

$15.50

per share that expires on the

fifth

anniversary of the issuance; and (

) Class B Units, priced at a public offering price of

$15.50

per unit, with each unit consisting of

one

share of Series A convertible preferred stock, convertible into

one

share of common stock,

Series A warrant to purchase

one

share of common stock at an exercise price of

$15.50

per share that expires on the

first

anniversary of the date of issuance and

Series B warrant to purchase

one

share of common stock at an exercise price of

$15.50

per share that expires on the

fifth

anniversary of the issuance.

The securities comprising the units were immediately separable and were issued separately.

A total of

194,595

shares of common stock,

547,345

shares of Series A convertible preferred stock, Series A warrants to purchase up to

741,939

shares of common stock, and Series B warrants to purchase up to

741,939

shares of common stock were issued in the offering, including the full exercise of the over-allotment option. As of

December 31, 2020,

all Series A convertible preferred stock had been converted into common stock and there were

remaining shares of Series A convertible preferred stock outstanding. As of

December 31, 2020,

all Series A warrants to purchase shares of common stock had been exercised and there were

remaining Series A warrants outstanding. As of

December 31, 2020,

there were Series B warrants to purchase a total of

325,632

shares of common stock still remaining and outstanding. (See Note

– Preferred Stock; and Note

– Common Stock.)

In connection with the closing of the

November 2019

Offering, the Company's secured lender, affiliates of CRG LP (“CRG”), converted approximately

$28,981,000

of the outstanding principal amount under its term loan with CRG (plus accrued interest, the prepayment premium and the back-end facility fee applicable thereto), for an aggregate amount of converted debt obligations of approximately

$31,300,000,

into

31,300

shares of the newly authorized Series B convertible preferred stock and issued warrants to purchase up to

989,379

shares of common stock (see Note

– Note Payable). These warrants have a term of

years and an exercise price equal to

120%

of the Series B convertible preferred stock conversion price of

$15.30

$18.36

per share. CRG also entered into a

one

year lock up agreement on all securities that it holds.

Liquidity and Management Plans

Management evaluates 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

December 31, 2020,

the Company had accumulated deficit of

$219,826,000,

cash and cash equivalents of

$6,523,000

and working capital of

$8,628,000.

Additionally, the Company used

$15,234,000

in cash for operations in the year ended

December 31, 2020.

The Company's financing activities provided cash of

$9,230,000

during the year ended

December 31, 2020,

which was primarily due to the exercise of common warrants. The Company will require additional cash funding to fund operations through

March 31, 2022.

Accordingly, the Company concluded there was substantial doubt about the Company's ability to continue as a going concern as of

December 31, 2020.

However, due to the Company's

January 2021

Offering for net proceeds of approximately

$25,223,000

and the remaining equity financing commitment of

$9,700,000

from LPC, management 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.