Registration of Additional Securities (up to 20%) (s-1mef)
June 14 2016 - 6:09AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 14, 2016
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
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, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
___________________________
Scott Durbin
150 Commercial Street
Sunnyvale, California 94086
Telephone: (408) 530-1900
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
___________________________
Copies to:
|
|
Melanie Figueroa, Esq.
Gabrielle Napolitano, Esq.
Mitchell Silberberg & Knupp LLP
12 East 49th Street, 30th Floor
New York, New York 10017
(917) 546-7707
|
Joseph Smith, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105-0302
(212) 370-1300
|
__________________________
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. 333-210816
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. (Check one):
Large accelerated filer
☐
|
|
Accelerated filer
☐
|
|
|
|
Non-accelerated filer
☐
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
☒
|
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
|
|
Proposed
Maximum
Aggregate
Offering
Price
1
|
Amount of
Registration
Fee
2
|
|
|
|
|
Common Stock, par value $0.0001 per share
|
|
$1,150,000
|
$115.80
|
|
|
|
|
|
|
(1)
|
In accordance with Rule 457(o) under the Securities Act of 933, as amended, the number of shares being registered and the proposed maximum offering price per share are not included in this table.
|
(2)
|
The registration fee is calculated in accordance with Rule 457(o) under the Securities Act. The Registrant previously registered an aggregate of $14,375,000 of its shares on the Registrant’s Registration Statement on Form S-1 (File No. 333-210816) declared effective on June 13, 2016, for which a filing fee of $1,447.56 was previously paid.
|
The Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to an increase in the proposed maximum aggregate offering price of the common stock , par value $0.0001 per share (the “Common Stock”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. (“Securities Act”) as described in the registration statement on Form S-1 (Registration No. 333-210816) declared effective on June 13, 2016 (the “Initial Registration Statement”). The Company is filing this registration statement for the sole purpose of increasing the maximum aggregate offering price for the Common Stock, by $1,150,000, pursuant to Rule 462(b) under the Securities Act for a maximum aggregate offering price of $15,525,000. In accordance with Rule 462(b), this registration statement incorporates by reference the Initial Registration Statement, including all amendments, supplements and exhibits thereto and all information incorporated by reference therein, other than the exhibits included herein.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
Exhibit
Number
|
|
Description of Exhibit
|
5.1
|
|
Opinion of Mitchell Silberberg & Knupp LLP (previously included in Exhibit 5.1 filed with the Registration Statement on Form S-1 (File No. 333-210816) filed with the SEC on April 19, 2016)
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm, Burr Pilger Mayer, Inc. (filed herewith)
|
23.2
|
|
Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1 referenced above)
|
24.1
|
|
Power of Attorney (previously filed on the signature page to the Registration Statement on Form S-1 (File No. 333-210816) filed with the SEC on April 19, 2016)
|
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 June 14, 2016.
|
VIVEVE MEDICAL, INC.
|
|
|
|
|
|
|
By:
|
/s/ Patricia Scheller
|
|
Date: June 14, 2016
|
|
Patricia Scheller, Chief Executive Officer
(Principal 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 dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Patricia Scheller
|
|
Chief Executive Officer and Director
|
|
|
|
Patricia Scheller
|
|
(Principal Executive Officer)
|
|
June 14, 2016
|
|
|
|
|
|
|
|
/s/ Scott Durbin
|
|
Chief Financial Officer
|
|
|
|
Scott Durbin
|
|
(Principal Financial and Accounting Officer)
|
|
June 14, 2016
|
|
|
|
|
|
|
|
/s/ Brigitte Smith*
|
|
|
|
|
|
Brigitte Smith
|
|
Director
|
|
June 14, 2016
|
|
|
|
|
|
|
|
/s/ Daniel Janney*
|
|
|
|
|
|
Daniel Janney
|
|
Director
|
|
June 14, 2016
|
|
|
|
|
|
|
|
/s/ Jon Plexico*
|
|
|
|
|
|
Jon Plexico
|
|
Director
|
|
June 14, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* By:
|
/s/ Patricia Scheller
|
|
|
|
|
|
Patricia Scheller, Attorney-in-Fact
|
|
|
|
|
EXHIBIT INDEX
Exhibit
Number
|
|
Description of Exhibit
|
5.1
|
|
Opinion of Mitchell Silberberg & Knupp LLP (previously included in Exhibit 5.1 filed with the Registration Statement on Form S-1 (File No. 333-210816) filed with the SEC on April 19, 2016)
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm, Burr Pilger Mayer, Inc. (filed herewith)
|
23.2
|
|
Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1 referenced above)
|
24.1
|
|
Power of Attorney (previously filed on the signature page to the Registration Statement on Form S-1 (File No. 333-210816) filed with the SEC on April 19, 2016)
|
Viveve Medical (NASDAQ:VIVE)
Historical Stock Chart
From Aug 2024 to Sep 2024
Viveve Medical (NASDAQ:VIVE)
Historical Stock Chart
From Sep 2023 to Sep 2024