vive20220331

vive20220331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission File Number 1-11388

VIVEVE MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	04-3153858
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

345 Inverness Drive South

Building B, Suite 250

Englewood, CO 80112

(Address of principal executive offices)

(Zip Code)

(720) 696-8100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	VIVE	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 definition of “accelerated filer,” and “large accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 11, 2022, the issuer had 10,640,537 shares of common stock, par value $0.0001 per share, outstanding.

TABLE OF CONTENTS

Note About Forward-Looking Statements
		Page No.
PART I	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	34

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults Upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	35

SIGNATURES		38

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements that involve substantial risks and uncertainties. All statements contained in this Quarterly Report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part II, Item 1A. "Risk Factors" in this Quarterly Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should read this Quarterly Report and the documents that we have filed as exhibits to this Quarterly Report completely and with the understanding that our actual future results, performance or achievements may be materially different from what we expect. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless expressly indicated or the context requires otherwise, the terms "Viveve Medical," the "Company," "we," "us," and "our" in this document refer to Viveve Medical, Inc., a Delaware corporation, and, where appropriate, its wholly owned subsidiaries.

PART I. FINANCIAL INFORMATION

ITEM 1.

Financial Statements (unaudited)

VIVEVE MEDICAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(unaudited)

	March 31,			December 31,
	2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	14,045		$	19,162
Accounts receivable, net of allowance for doubtful accounts of $37 and $66 as of March 31, 2022 and December 31, 2021, respectively		509			549
Inventory		1,552			1,472
Prepaid expenses and other current assets		1,393			1,055
Total current assets		17,499			22,238
Property and equipment, net		1,351			1,554
Investment in unconsolidated limited liability company		455			577
Other assets		1,379			1,544
Total assets	$	20,684		$	25,913
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,602		$	1,480
Accrued liabilities		3,376			3,053
Note payable, current portion		5,285			-
Total current liabilities		10,263			4,533
Note payable, noncurrent portion		-			5,124
Other noncurrent liabilities		265			1,190
Total liabilities		10,528			10,847
Commitments and contingences (Note 9)
Stockholders’ equity:
Convertible preferred stock; 10,000,000 shares authorized as of March 31, 2022 and December 31, 2021;
Series B preferred stock, $0.0001 par value; 41,767 and 40,504 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		-			-
Series C preferred stock, $0.0001 par value; 0 shares issued and outstanding as of December 31, 2021					-
Common stock, $0.0001 par value; 75,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 10,640,537 and 10,619,846 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		1			1
Additional paid-in capital		257,894			256,918
Accumulated deficit		(247,739	)		(241,853	)
Total stockholders’ equity		10,156			15,066
Total liabilities and stockholders’ equity	$	20,684		$	25,913

The accompanying notes are an integral part of these condensed consolidated financial statements.

VIVEVE MEDICAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

(unaudited)

	Three Months Ended
	March 31,
	2022			2021

Revenue	$	1,641		$	1,450
Cost of revenue		1,321			1,068
Gross profit		320			382

Operating expenses:
Research and development		2,140			1,930
Selling, general and administrative		3,653			3,581
Total operating expenses		5,793			5,511
Loss from operations		(5,473	)		(5,129	)
Modification of warrants		-			(287	)
Interest expense, net		(270	)		(234	)
Other expense, net		(21	)		(65	)
Net loss from consolidated companies		(5,764	)		(5,715	)
Loss from investment in unconsolidated limited liability company		(122	)		(76	)
Comprehensive and net loss		(5,886	)		(5,791	)
Series B convertible preferred stock dividends		(1,266	)		(1,119	)
Net loss attributable to common stockholders	$	(7,152	)	$	(6,910	)

Net loss per share of common stock:
Basic and diluted	$	(0.67	)	$	(0.80	)

Weighted average shares used in computing net loss per common share:
Basic and diluted		10,620,076			8,636,120

The accompanying notes are an integral part of these condensed consolidated financial statements.

VIVEVE MEDICAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share and per share data)

(unaudited)

	Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Common Stock				Additional Paid-In			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Equity

Balances as of January 1, 2022		40,504	$	-		-	$	-		10,619,846	$	1	$	256,918		$	(241,853	)	$	15,066
Dividend on Series B convertible preferred stock		-		-		-		-		-		-		(1,266	)		-			(1,266	)
Dividend on Series B convertible preferred stock paid in PIK shares		1,263		-		-		-		-		-		1,263			-			1,263
Stock-based compensation expense		-		-		-		-		-		-		960			-			960
Issuance of common shares from employee stock purchase plan		-		-		-		-		20,691		-		19			-			19
Net loss		-		-		-		-		-		-		-			(5,886	)		(5,886	)
Balances as of March 31, 2022		41,767		-		-	$	-		10,640,537	$	1	$	257,894		$	(247,739	)	$	10,156

	Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Equity

Balances as of January 1, 2021		35,819	$	-		-	$	-		2,171,316	$	-	$	226,800	$	(219,826	)	$	6,974
January 2021 Offering, net issuance costs		-		-		-		-		5,666,760		1		25,121		-			25,122
Conversion of Series C convertible preferred stock into common stock		-		-		-		-		2,450,880		-		-		-			-
Issuance of common shares in connection with common warrant exercises		-		-

SEC Form 10-Q filed by Viveve Medical Inc.