VIVE Viveve Medical Inc

Item 1.01 Entry into a Material Definitive Agreement.

On August 16, 2019, Viveve Medical, Inc. (the "Company") entered into a Sales Agreement (the "Ladenburg Sales Agreement") with Ladenburg Thalmann & Co. Inc. ("Ladenburg") to sell shares of the Company’s common stock, par value $0.0001 per share (the "Common Stock"), having an aggregate offering price of up to $6,760,000 (the "Placement Shares"), from time to time during the term of the Ladenburg Sales Agreement, through an "at the market" equity offering program under which Ladenburg will act as the Company’s sales agent.

Under the Ladenburg Sales Agreement, the Company will set the parameters for the sale of the Placement Shares, including the number of Placement Shares to be issued, the time period during which sales are requested to be made, limitations on the number of Placement Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Ladenburg Sales Agreement, Ladenburg may sell the Placement Shares by methods deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including, without limitation, sales made through The Nasdaq Capital Market ("Nasdaq"), on any other existing trading market for the Common Stock or to or through a market maker. In addition, if expressly authorized by the Company, Ladenburg may also sell shares in privately negotiated transactions. In conducting such sales activities, Ladenburg will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq.  The Company has no obligation to make any sales of Common Stock under the Ladenburg Sales Agreement. The offering of shares of Common Stock pursuant to the Ladenburg Sales Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Ladenburg Sales Agreement, or (ii) termination of the Ladenburg Sales Agreement in accordance with its terms. The Ladenburg Sales Agreement may be suspended or terminated by the Company upon prior notice to Ladenburg or by Ladenburg upon prior notice to the Company, or at any time under certain circumstances, including, but not limited to, the occurrence of a material adverse change in the Company.

The Company will pay Ladenburg a commission equal to three percent (3.0%) of the gross sales proceeds of any Placement Shares sold through Ladenburg under the Ladenburg Sales Agreement, and also has provided Ladenburg with customary indemnification rights.

Any sales of Placement Shares under the Ladenburg Sales Agreement will be made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-221432) filed with the Securities and Exchange Commission (the "Commission") and declared effective on November 28, 2017 (the “Registration Statement”). The Company filed a prospectus supplement with the Commission on August 16, 2019 in connection with the offer and sale of the Placement Shares pursuant to the Ladenburg Sales Agreement.

The foregoing description of the material terms of the Ladenburg Sales Agreement is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.