Item 1.01 Entry into a Material Definitive Agreement
As previously reported, on November 26, 2019, Viveve Medical, Inc. (the “Company”) consummated a registered public offering of (i) 978,202 Class A Units, each consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), one warrant that expires on the first anniversary of the date of issuance to purchase one share of Common Stock (the “Series A Warrants”), and one warrant that expires on the fifth anniversary of the date of issuance to purchase one share of Common Stock (the “Series B Warrants”), and (ii) 5,473,410 Class B Units, each consisting of one share of the Company’s Series A Preferred Stock, par value $0.0001 per share, one Series A Warrant, and one Series B Warrant.
On April 15, 2020, the Company reduced the exercise price of the outstanding Series A Warrants and Series B Warrants from $1.55 per share to $0.61 per share by notifying its transfer agent VStock Transfer, LLC (“VStock”) pursuant to the terms of the Warrant Agency Agreement, dated as of November 25, 2019, by and between the Company and VStock.
The issuance of the Series A Warrants and Series B Warrants to the public and the issuance of the Common Stock upon exercise thereof have been registered on the Registration Statement previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”). A prospectus supplement relating to this reduction of the exercise price for the outstanding Series A Warrants and Series B Warrants was filed with the SEC.
On April 16, 2020, the Company entered into letter agreements (“Inducement Letters”) with certain institutional and accredited holders of Series A Warrants and Series B Warrants pursuant to which such holders agreed to exercise Series A Warrants to purchase 4,820,584 shares of Common Stock and Series B Warrants to purchase 242,790 shares of Common Stock for aggregate exercise proceeds to the Company of approximately $3 million.
The Company also agreed to issue new Series A-2 warrants to purchase up to 4,820,584 shares of Common Stock as an inducement for the exercise of Series A Warrants (the “Series A-2 Warrants”), and new Series B-2 warrants to purchase up to 242,790 shares of Common Stock as an inducement for the exercise of Series B Warrants (the “Series B-2 Warrants”), in each case at an exercise price of $0.6371 per share and for a term of five (5) years. The Company also agreed to file a registration statement covering the resale of the shares of Common Stock issued or issuable upon the exercise of the Series A-2 Warrants and Series B-2 Warrants (the “Warrant Shares”). The Series A-2 Warrants, Series B-2 Warrants, and Warrant Shares were offered in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
The forms of Series A-2/B-2 Warrants and Inducement Agreement are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Series A-2 Warrants, Series B-2 Warrants, and Inducement Letters are qualified in their entirety by reference to such exhibits.