As filed with the Securities and Exchange Commission on March 17, 2017
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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VIVEVE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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| 04-3153858 |
(State or other jurisdiction of incorporation or organization) |
| (Primary Standard Industrial Classification Code Number) |
| (I.R.S. Employer Identification Number) |
150 Commercial Street
Sunnyvale, California 94086
Telephone: (408) 530-1900
(Address and telephone number of principal executive offices)
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Scott Durbin
150 Commercial Street
Sunnyvale, California 94086
Telephone: (408) 530-1900
(Name, address and telephone number of agent for service)
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Copies to:
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Mitchell S. Bloom, Esq. Bradley A. Bugdanowitz, Esq. Goodwin Procter LLP Three Embarcadero Center, 28th Floor San Francisco, California 94111 (415) 733-6000 | Jonathan L. Kravetz, Esq. Megan N. Gates, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, Massachusetts 02111 (617) 542-6000 |
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Approximate date of commencement of proposed sale to the public: As soon as possible after the effective date hereof.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-216187
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
| Accelerated filer ☐ |
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Non-accelerated filer ☐ (Do not check if a smaller reporting company) |
| Smaller reporting company ☒ |
CALCULATION OF REGISTRATION FEE
Title of securities to be registered | Amount | Proposed maximum | Proposed maximum | Amount of | |||
Common Stock, $0.0001 par value per share | 1,197,704 | $4.10 | $4,910,587.41 | $569.14 | |||
(1) | Represents only the additional number of shares being registered and includes 1,125,000 shares of common stock that may be purchased by the underwriters to cover over-allotments, if any. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1 (File No. 333-216187). |
(2) | The registration fee is calculated in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low sales prices of the registrant’s common stock as reported by The NASDAQ Capital Market on March 15, 2017. The registrant previously registered securities at an aggregate offering price not to exceed $29,589,412.59 on a registration statement on Form S-1 (File No. 333-216187), which was declared effective by the Securities and Exchange Commission on March 16, 2017. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $4,910,587.41 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ over-allotment option. |
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Viveve Medical, Inc. is filing this registration statement with the Securities and Exchange Commission, or SEC. This registration statement relates to the public offering of securities contemplated by the registration statement on Form S-1 (File No. 333-216187), which we filed on February 23, 2017, or the Registration Statement, and which the SEC declared effective on March 16, 2017.
We are filing this registration statement for the sole purpose of increasing by $4,910,587.41 in maximum aggregate offering price of shares of our common stock to be registered for issuance and sale. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Registration Statement. The information set forth in the Registration Statement is incorporated by reference in this filing.
The required opinions and consents are listed on the exhibit index and filed with this filing.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Sunnyvale, State of California, on March 17, 2017.
| VIVEVE MEDICAL, INC. |
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| By: | /s/ Patricia Scheller |
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Date: March 17, 2017 |
| Patricia Scheller, Chief Executive Officer (Principal Executive Officer) |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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/s/ Patricia Scheller |
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Chief Executive Officer and Director |
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| Patricia Scheller |
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| March 17, 2017 |
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/s/ Scott Durbin |
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Chief Financial Officer |
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| Scott Durbin |
| (Principal Financial and Accounting Officer) |
| March 17, 2017 |
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| Debora Jorn |
| Director |
| March 17, 2017 |
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| Lori Bush |
| Director |
| March 17, 2017 |
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| Arlene Morris |
| Director |
| March 17, 2017 |
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Daniel Janney |
| Director |
| March 17, 2017 | |
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Jon Plexico |
| Director |
| March 17, 2017 |
* By: |
/s/ Scott Durbin |
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| Scott Durbin, Attorney-in-Fact |
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EXHIBIT INDEX
Exhibit |
| Description of Exhibit |
5.1 |
| Opinion of Goodwin Procter LLP |
23.1 |
| Consent of BPM LLP |
23.2 |
| Consent of Goodwin Procter LLP (included in Exhibit 5.1) |
24.1 | * | Power of Attorney |
*Previously filed on the signature page to the registrant’s registration statement on Form S-1, as amended (File No. 333-216187), originally filed with the Securities and Exchange Commission on February 23, 2017 and incorporated by reference herein.
