Item 1.01. Entry into a Material Definitive Agreement.

Viveve Medical, Inc. (the "Company"), previously entered into a purchase agreement on June 8, 2020 (the "Purchase Agreement") with Lincoln Park Capital Fund, LLC ("LPC"), which provided that the Company had the right, in its sole discretion, to sell to LPC up to $10 million of shares of the Company's common stock, par value $0.0001 per share ("Common Stock") from time to time over a 30-month period pursuant to the terms of the Purchase Agreement. The Purchase Agreement limited the Company's sale shares of Common Stock to LPC to 3,017,625 shares of Common Stock (or 301,762 shares after giving effect to the Company's reverse stock split in December 2020), representing 19.99% of the shares of the Common Stock outstanding on the date of the Purchase Agreement unless (i) shareholder approval was obtained to issue more than such amount or (ii) the average price of all applicable sales of Common Stock to Lincoln Park under the Purchase Agreement equaled or exceeded $0.646 per share (or $6.46 per share after giving effect to the Company's reverse stock split), which represented the lower of (A) the closing price of the Common Stock on the Nasdaq Capital Market immediately preceding the date of the Purchase Agreement or (B) the average of the closing price of the Common Stock on the Nasdaq Capital Market for the five business days immediately preceding the date of the Purchase Agreement, as calculated in accordance with Nasdaq Rules.

On March 31, 2021, the Company and LPC entered into a First Amendment to Purchase Agreement (the "Amendment"). The Amendment limited the Company's sale shares of Common Stock to LPC from the date thereof to 2,068,342 shares of shares of Common Stock, representing 19.99% of the shares of the Common Stock outstanding on the date of Amendment unless (i) shareholder approval is obtained to issue more than such amount or (ii) the average price of all applicable sales of Common Stock to Lincoln Park under the Purchase Agreement, as amended equals or exceeds $2.99 per share, which represents the lower of (A) the closing price of the Common Stock on the Nasdaq Capital Market immediately preceding the date of the Amendment or (B) the average of the closing prices of the Common Stock on the Nasdaq Capital Market for the five business days immediately preceding the date of the Amendment, as calculated in accordance with Nasdaq Rules.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy which is attached hereto as Exhibit 10.1, and which is incorporated herein in its entirety by reference.


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Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit
  No.     Description

10.1        First Amendment to Purchase
          Agreement, dated March 31, 2021, by
          and between Viveve Medical, Inc. and
          Lincoln Park Capital Fund, LLC.

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