Item 2.05. Costs Associated with Exit or Disposal Activities.

On January 14, 2023, the Board of Directors (the "Board") of Viveve Medical, Inc. (the "Company") approved a reduction of the Company's workforce. The Company expects to record a charge of approximately $25,000 in the first quarter of 2023 relating to the reduction in force, which is expected to consist of healthcare and benefits related costs and expenses. The Company's management will continue to re-evaluate the estimated costs and expenses set forth above and may revise the estimated restructuring charge as appropriate, consistent with generally accepted accounting principles.


Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
           Standard; Transfer of Listing.

As previously reported, on November 29, 2022, the Company received notice from the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, based upon the Company's non-compliance with the minimum bid price and stockholders' equity requirements for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rules 5550(a)(2) (the "Bid Price Rule") and 5550(b)(1) (the "Equity Rule"), respectively, the Company's securities were subject to delisting unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the "Panel").

On December 5, 2022, the Company requested a hearing before the Panel, which temporarily stayed the suspension of trading and delisting of the Company's common stock. The hearing is scheduled for January 19, 2023.

As a result of the Company's business prospects following the Company's PURSUIT clinical trial as described in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1), the Company is unable to present a plan to regain compliance with the Bid Price Rule and the Equity Rule to the Panel at the hearing. Accordingly, Nasdaq will delist the Company by filing a Form 25 Notification of Delisting with the Securities and Exchange Commission. Following the effectiveness of the delisting, the Company intends to file a Form 15 with the Securities and Exchange Commission to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended.




Item 8.01. Other Events.

On January 17, 2023, the Company issued a press release entitled "Viveve Announces Topline Results from Pivotal U.S. PURSUIT Trial for Treating Female Stress Urinary Incontinence." The press release announced that the Company's PURSUIT clinical trial did not meet its primary and several secondary endpoints. As a result of Company's business prospects after the PURSUIT clinical trial, the Company has implemented a significant reduction in force and will explore strategic options, including a sale of the Company's business or assets or a wind-down of the Company's operations. The contents of Item 2.05 and Item 3.01 of this Current Report on Form 8-K are incorporated herein by reference. The Company will provide further information when available.

A copy of the Company's press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

Exhibit
  No.     Description

99.1        Press Release issued by the Company
          on January 17, 2023.

104       Cover Page Interactive Data File
          (embedded within the Inline XBRL
          document)

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