As filed with the Securities and Exchange Commission on January 13, 2021.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIVEVE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 3841 |
| 04-3153858 |
(State or other jurisdiction of |
| (Primary Standard Industrial |
| (I.R.S. Employer |
incorporation or organization) |
| Classification Code Number) |
| Identification Number) |
345 Inverness Drive South
Building B, Suite 250
Englewood, CO 80112
Telephone: (720) 696-8100
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive office)
Scott Durbin
345 Inverness Drive South
Building B, Suite 250
Englewood, CO 80112
Telephone: (720) 696-8100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Bloom, Esq. Heidi Mayon, Esq. Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 (650) 752-3100 |
| Aron Izower, Esq. Wendy Grasso, Esq. Reed Smith LLP 599 Lexington Avenue New York, NY 10022 (212) 521-5400 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement is declared effective.
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. ☒ 333-251517
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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
| Accelerated filer ☐ |
| Non-accelerated filer ☒ |
| Smaller reporting company ☒ |
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| 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 7(a)(2)(B) of the Securities Act. ☐
| CALCULATION OF REGISTRATION FEE | ||||||
Title of Each Class of Securities |
| Proposed Maximum |
| Amount of | ||
Class A Units consisting of: |
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(i) Shares of common stock, par value $0.0001 per share |
| $4,600,000 |
| $501.86 | ||
(ii) Warrants to purchase common stock |
| - |
| - | ||
Class B Units consisting of: |
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(i) Series C Preferred Stock, par value $0.0001 per share |
| - |
| - | ||
(ii) Common stock issuable upon conversion of Series C Preferred Stock |
| - |
| - | ||
(iii) Warrants to purchase common stock |
| - |
| - | ||
Common Stock issuable upon exercise of warrants |
| $4,600,000 |
| $501.86 | ||
Total |
| $9,200,000 |
| $1,003.72 | ||
(1) | Represents only the additional dollar amount of securities being registered and includes the additional dollar amount of securities that the underwriters have the option to purchase 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. 333-251517). |
(2) | Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended. Based on the public offering price per share. |
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index and the required opinion and consents solely to register up to an aggregate of $9,200,000 in (i) additional Class A Units, with each Class A Unit consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and one warrant to purchase one share of Common Stock, (ii) additional Class B Units, with each Class B Unit consisting of one share of the Company’s Series C preferred stock, par value $0.0001 per share (the “Series C Preferred Stock”), and one warrant to purchase one share of Common Stock, (iii) shares of Common Stock issuable upon conversion of the additional shares of Series C Preferred Stock and (iv) shares of Common Stock issuable upon exercise of the warrants included in the additional Class A Units and Class B Units. The contents of the Registration Statement on Form S-1 (File No. 333-251517), as amended, including the exhibits and power of attorney thereto, which was declared effective by the Securities and Exchange Commission on January 13, 2021, are incorporated by reference in this Registration Statement.
EXHIBIT INDEX
Exhibit No. |
| Description |
5.1 |
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23.1 |
| Consent of BPM LLP, independent registered public accounting firm. |
23.2 |
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24.1 |
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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 Englewood, State of Colorado, on January 13, 2021.
| VIVEVE MEDICAL, INC. | ||
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| By: | /s/ Scott Durbin | |
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| Name: | Scott Durbin |
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| Title: | Chief Executive Officer |
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 date indicated.
Signature |
| Title |
| Date |
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/S/ Scott Durbin |
| Chief Executive Officer, President and Director |
| January 13, 2021 |
Scott Durbin |
| (Principal Executive Officer) |
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/S/ Jim Robbins |
| Vice President of Finance and Administration |
| January 13, 2021 |
Jim Robbins |
| (Principal Financial and Accounting Officer) |
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* |
| Chairman and Director |
| January 13, 2021 |
Steven Basta |
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* |
| Director |
| January 13, 2021 |
Arlene Morris |
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* |
| Director |
| January 13, 2021 |
Debora Jorn |
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* |
| Director |
| January 13, 2021 |
Sharon Collins Presnell |
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*By: | /s/ Scott Durbin |
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| Scott Durbin, Attorney-in-Fact |
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