UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): November 29, 2022

Date of Report (Date of earliest event reported): December 1, 2022

VIVEVE MEDICAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-11388		04-3153858
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)



345 Inverness Drive South, Building B, Suite 250 Englewood, Colorado		80112
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (720) 696-8100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered Common Stock VIVE Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the~~ Securities ~~Act~~registered ofpursuant ~~1933~~to orSection ~~Rule~~12(b) ~~12b-2~~ of the ~~Securities Exchange~~ Act ~~of 1934.~~:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	VIVE	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 73.01. ~~Regulation~~Notice FDof ~~Disclosure~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~December~~November 129, 2022, Viveve Medical, Inc. (the “Company”) ~~issued~~received anotice ~~press~~from ~~release~~the ~~entitled~~Listing ~~“Viveve~~Qualifications ~~Announces~~Staff ~~Issuance~~(the “Staff”) of ~~Second~~The ~~U.S.~~Nasdaq ~~Method~~Stock ~~Patent~~Market LLC (“Nasdaq”) indicating that, based upon the Company’s non-compliance with the minimum bid price and stockholders’ equity requirements for ~~Treating~~continued ~~Female~~listing ~~Stress~~on ~~Urinary~~The ~~Incontinence~~Nasdaq Capital Market, as set forth in Nasdaq Listing Rules 5550(a)(2) (the “Bid Price Rule”.) Aand ~~copy~~5550(b)(1) of(the “Equity Rule”), respectively, the Company’s ~~press~~securities ~~release~~were issubject ~~furnished~~to ~~herewith~~delisting asunless ~~Exhibit~~the 99Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”).1 The Company intends to ~~this~~timely ~~Current~~request ~~Report~~a onhearing ~~Form~~before ~~8-K~~the ~~and~~Panel, ~~incorporated~~which ~~herein~~request will stay any further action by ~~reference~~Nasdaq at least pending the issuance of a decision by the Panel and the expiration of any extension the Panel may grant to the Company following the hearing.

~~The~~As ~~information~~previously indisclosed, ~~Item 7.01 of this Current Report~~ on ~~Form~~May ~~8-K~~31, ~~including~~2022, ~~Exhibit~~the ~~99.1~~Staff ~~attached~~notified ~~hereto,~~the isCompany ~~being~~that, ~~furnished~~based ~~and~~upon ~~shall~~the ~~not~~closing bebid ~~deemed~~price ~~“filed”~~ for the ~~purposes~~Company’s ofcommon ~~Section~~stock 18for of the ~~Securities~~previous ~~Exchange~~30-consecutive ~~Act~~business ~~of 1934~~days, asit ~~amended~~was ~~(the~~not ~~“Exchange~~in ~~Act”),~~compliance orwith ~~otherwise subject to~~ the ~~liabilities~~Bid ofPrice ~~that Section~~Rule, ~~nor~~which ~~shall~~requires itcompanies belisted ~~deemed~~on ~~subject~~Nasdaq to ~~the~~maintain ~~requirements~~a ofminimum ~~amended~~bid ~~Item~~price 10 of ~~Regulation~~at ~~S-K,~~least ~~nor~~$1.00 ~~shall~~per itshare. beIn ~~deemed~~accordance ~~incorporated~~with bythe ~~reference~~Nasdaq ~~into~~Listing ~~any~~Rules, ~~filing of~~ the Company ~~under~~was ~~the~~granted ~~Securities~~a ~~Act~~180-calendar ofday ~~1933,~~grace asperiod ~~amended,~~to orregain ~~the~~compliance ~~Exchange~~with ~~Act, whether made before or after~~ the ~~date hereof~~rule, ~~regardless~~through ofNovember ~~any~~28, ~~general~~2022. ~~incorporation~~The ~~language~~Company indid ~~such~~not ~~filing.~~evidence ~~The~~compliance ~~furnishing~~with ofthe ~~this~~Bid ~~information~~Price ~~hereby~~Rule ~~shall~~by ~~not~~that bedate, ~~deemed~~which anresulted ~~admission~~in asthe toissuance of the ~~materiality~~Staff’s ofdetermination ~~any~~to ~~such~~pursue ~~information~~delisting.

~~Item~~Additionally, 9and as previously disclosed, on November 18, 2022, the Staff notified the Company that, based upon the Company’s stockholders’ equity as of September 30, 2022, the Company no longer satisfied the Equity Rule, which requires companies listed on Nasdaq to maintain a minimum of $2,500,000 in stockholders' equity.~~01.~~ ~~Financial~~The ~~Statements~~Company was granted an extension through January 3, 2023 to submit its plan to regain compliance with the Equity Rule; however, pursuant to Nasdaq Listing Rule 5810(c)(2)(A) and ~~Exhibits~~given the Company’s non-compliance with the Bid Price Rule, the Company’s non-compliance with the Equity Rule now serves as an additional and separate basis for delisting.

~~(d)~~The ~~Exhibits~~Company will present its plan to regain compliance with all applicable rules for continued listing on The Nasdaq Capital Market to the Panel at the hearing, which may include fundraising and a reverse stock split, if necessary.

Exhibit No.		Description
99.1		Press Release issued by the Company on December 1, 2022, furnished herewith.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Company is diligently working to evidence compliance with the Bid Price Rule and the Equity Rule as soon as practicable; however, there can be no assurance that the Panel will determine to continue the Company’s listing on Nasdaq or that the Company will be able to evidence compliance with the applicable listing criteria within the period of time that may be granted by the Panel.

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 1, 2022	Viveve Medical, Inc.
	By:	/s/ Scott Durbin
		Scott Durbin
		Chief Executive Officer

	VIVEVE MEDICAL, INC.

	By:	/s/ Scott Durbin
	Name:	Scott Durbin
	Title:	Chief Executive Officer

Date:

December 2, 2022

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