SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

VIVEVE MEDICAL, INC.

(Name of Registrant as Specified In Its Charter) 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1.

Title of each class of securities to which transaction applies:

2.

Aggregate number of securities to which transaction applies:

3.

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4.

Proposed maximum aggregate value of transaction:

5.

Total fee paid:

☐    Fee paid previously with preliminary materials:

☐    Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

1.

Amount previously paid:

2.

Form, Schedule or Registration Statement No.:

3.

Filing Party:

4.

Date Filed:

Viveve Medical, Inc.

150 Commercial Street

Sunnyvale, California 94086

NOTICE OF ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS

To be Held JulyAugust 22, 20152016

Dear Stockholder:

You are invited to attend the Annual and Special Meeting of Stockholders of Viveve Medical, Inc. (“Viveve”, the “Company”, “we”, “us”, “our”) on JulyAugust 22, 2015,2016, which will be held at 150 Commercial Street, Sunnyvale,Rosewood Sand Hill Hotel, 2825 Sand Hill Road, Menlo Park, California 9408694025 at 12:00 p.m., local time (the “Annual Meeting”). Enclosed with this letter are your Notice of Annual and Special Meeting of Stockholders, Proxy Statementproxy statement and Proxyproxy voting card.  The Proxy Statementproxy statement included with this notice discusses each of ourthe proposals to be considered at the Annual Meeting. Please reviewWe have included with these materials our annual reportAnnual Report on Form 10-K for the year ended December 31, 2014 on our website at http://www.viveve.com under “Investors”.2015.

At this year’s meeting, you will be asked to: (1) elect fiveseven directors to serve until our next annual meeting or until the election and qualification of their successors; (2) approve an amendment to the Viveve Medical, Inc. Amended and Restated 2013 Stock Option and Incentive Plan (also referred to as the PLC Systems, Inc. 2013 Stock Option and Incentive Plan), as amended (the “Plan”), increasing the number of shares of common stock authorized for awards under the Plan from 3,111,587 shares to a total of 10,100,000 shares;; (3) ratify the appointment of Burr Pilger Mayer, Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2015;2016; (4) participate in an advisory vote to approve a special resolution authorizing a share consolidation (reverse split)the compensation of the Company’s common stock at a ratio of up to 1-for-10, which ratio may be determined bynamed executive officers as disclosed in the Board of Directors, in its sole discretion,proxy statement; and effective as of a date no more than twelve months from the date of the Annual Meeting; (5) approve a special resolution authorizing a continuance of Viveve into the State of Delaware under the Delaware General Corporation Law (the “DGCL”) and to adopt charter documents of the Company that comply with the DGCL in connection therewith, effective as of such date that is to be determined by the Board of Directors, in its sole discretion, no more than twelve months from the date of the Annual Meeting; and (6) transact such other business as may properly come before the Annual Meeting or any adjournments and postponements thereof.

Stockholders dissenting to the continuance of the Company into Delaware are entitled to be paid the fair value of their shares pursuant to section 193 of theBusiness Corporations Act (Yukon). Such dissent rights are discussed in more detail in the attached Proxy Statement which is deemed to form part of and is incorporated into this Notice of Annual and Special Meeting of Stockholders.

The Board of Directors has fixed the close of business on June 19, 2015July 21, 2016 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments and postponements thereof.

I hope that you attend the Annual Meeting in person. Whether or not you plan to be with us, please vote over the Internet, by telephone, or by completing and returning the enclosed proxy card promptly in the enclosed envelope.

Sunnyvale, California
June 24, 2015July 28, 2016

Viveve Medical, Inc.

150 Commercial Street

Sunnyvale, California 94086

Notice of Annual and Special Meeting of Stockholders

to be held JulyAugust 22, 20152016

To the Stockholders of Viveve Medical, Inc.:

The 20152016 Annual and Special Meeting of Stockholders will be held at 150 Commercial Street, Sunnyvale,Rosewood Sand Hill Hotel, 2825 Sand Hill Road, Menlo Park, California 9408694025 at 12:00 p.m., local time, on JulyAugust 22, 2015.2016. During the Annual and Special Meeting, stockholders will be asked to:

Stockholders dissenting to the continuance of the Company into Delaware are entitled to be paid the fair value of their shares pursuant to section 193 of theBusiness Corporations Act (Yukon). Such dissent rights are discussed in more detail in the attached Proxy Statement which is deemed to form part of and is incorporated into this Notice of Annual and Special Meeting of Stockholders.

If you are a stockholder as of June 19, 2015,July 21, 2016, you may vote at the meeting. The date of mailing this Notice of Meeting and Proxy Statementproxy statement is on or about June 24, 2015.July 28, 2016.

By order of our Board of Directors:

Chief Financial Officer and Secretary

June 24, 2015July 28, 2016

PROXY STATEMENT

This Proxy Statementproxy statement and the accompanying proxy card are first being mailed beginning on or about June 24, 2015,July 28, 2016 to owners of shares of common stock of Viveve Medical, Inc. (which may be referred to in this Proxy Statementproxy statement as “we,” “us,” “Viveve,” or the “Company”) in connection with the solicitation of proxies by our Board of Directors (“Board”(the “Board”) for our annual and special meeting of stockholders to be held on JulyAugust 22, 20152016 at 12:00 p.m., local time, at 150 Commercial Street, Sunnyvale,Rosewood Sand Hill Hotel, 2825 Sand Hill Road, Menlo Park, California 9408694025 (referred to as the “Annual Meeting”). This Proxy Statementproxy statement is deemed to form part of and is incorporated into the attached Notice of Annual and Special Meeting of Stockholders. This proxy procedure permits all stockholders, many of whom are unable to attend the Annual Meeting, to vote their shares at the Annual Meeting. Our Board encourages you to read this document thoroughly and to take this opportunity to vote on the matters to be decided at the Annual Meeting.

CONTENTS

IMPORTANT NOTICE

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL AND SPECIAL MEETING, YOU ARE REQUESTED TO VOTE OVER THE INTERNET, BY TELEPHONE OR MARK, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.

THANK YOU FOR ACTING PROMPTLY

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JULYAUGUST 22, 2015:2016: The Notice of Annual and Special Meeting of Stockholders, Proxy Statementproxy statement and Annual Report on Form 10-K for the year ended December 31, 20142015 are also available athttp://www.viveve.com, which does not have “cookies” that identify visitors to the site.

About The Meeting: Questions And Answers

What am I voting on?

At this year’s meeting, you will be asked to:

Who is entitled to vote at the Annual Meeting, and how many votes do they have?

Stockholders of record at the close of business on June 19, 2015July 21, 2016 (the “Record Date”) may vote at the Annual Meeting. Pursuant to the rights of our stockholders contained in our charter documents each share of our common stock has one vote. There were 51,339,76410,606,919 shares of common stock outstanding on June 19, 2015.July 21, 2016. From June 19, 2015August 12, 2016 through July 22, 2015,August 21, 2016, you may inspect a list of stockholders eligible to vote. The list of stockholders will be made available at our offices during normal business hours. If you would like to inspect the list, please call Jim Robbins, our Vice President of Finance, at (408) 530-1900 Ext. 219 to arrange a visit to our offices. In addition, the list of stockholders will be available for viewing by stockholders at the Annual Meeting.

How do I vote?

You may vote over the Internet, by mail or in person at the Annual Meeting. Please be aware that if you vote over the Internet, you may incur costs such as Internet access charges for which you will be responsible.

Vote by Internet.    Registered stockholders can vote via the Internet at www.proxyvote.com. You will need to use the control number appearing on your proxy card to vote via the Internet. You can use the Internet to transmit your voting instructions up until 11:59 p.m. Eastern Time on Tuesday, JulySunday, August 21, 2015.2016. Internet voting is available 24 hours a day. If you vote via the Internet, you do not need to return a proxy card.

Vote by Telephone.    Registered stockholders can vote by telephone by calling the toll-free telephone number 1-800-690-6903. You will need to use the control number appearing on your proxy card to vote by telephone. You may transmit your voting instructions from any touch-tone telephone up until 11:59 p.m. Eastern Time on Tuesday JulySunday, August 21, 2015.2016. Telephone voting is available 24 hours a day. If you vote by telephone, you do not need to vote over the Internet or return a proxy card.

Vote by Mail.    If you are a registered stockholder and received a printed proxy card, you can vote by marking, dating and signing it, and returning it in the postage-paid envelope provided to Broadridge Financial Solutions, Inc. Please promptly mail your proxy card to ensure that it is received prior to the closing of the polls at the Annual Meeting.

Vote in Person at the Meeting.    If you attend the Annual Meeting and plan to vote in person, we will provide you with a ballot at the Annual Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Annual Meeting. If your shares are held in the name of your broker or other nominee, you are considered the beneficial owner of shares held in street name. As a beneficial owner, if you wish to vote at the Annual Meeting, you will need to bring to the Annual Meeting a legal proxy from your broker or other nominee authorizing you to vote those shares.

If your shares are held in the name of a bank, broker or other nominee (a “Nominee”), you will receive separate voting instructions from your Nominee describing how to vote your shares. The availability of Internet voting will depend on the voting process of your Nominee. Please check with your Nominee and follow the voting instructions it provides.

You should instruct your Nominee how to vote your shares. If you do not give voting instructions to the Nominee, the Nominee will determine if it has the discretionary authority to vote on the particular matter. Under applicable rules, brokers have the discretion to vote on routine matters, such as the ratification of the selection of accounting firms, but do not have discretion to vote on non-routine matters. Under the regulations applicable to the New York Stock Exchange member broker firms (some of whom are the record holders of shares of our common stock), the uncontested election of directors is no longer considered a routine matter. As a result, if you are a beneficial owner and hold your shares in street name, but do not give your Nominee instructions on how to vote your shares with respect to any non-routine matters, votes may not be cast on your behalf.  If your Nominee indicates on its proxy card that it does not have discretionary authority to vote on a particular proposal, your shares will be considered to be “broker non-votes” with regard to that matter. Broker non-votes and abstentions will be counted as present for purposes of determining whether enough stockholders are present to hold our Annual Meeting. A broker non-vote or abstention will not have any effect on a proposal where the requirement for approval is the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote.

What is a proxy?

A proxy is a person you appoint to vote on your behalf. By using the methods discussed above, you will be appointing Patricia Scheller, our Chief Executive Officer, and Scott Durbin, our Chief Financial Officer, as your proxies. They may act together or individually to vote on your behalf, and will have the authority to appoint a substitute to act as proxy. If you are unable to attend the Annual Meeting, please vote by proxy so that your shares of common stock may be voted. Submitting a proxy will not affect your right to attend the Annual Meeting and vote in person.

How will my proxy vote my shares?

If you are a stockholder of record, your proxy will vote according to your instructions. If you choose to vote by mail and complete and return the enclosed proxy card but do not indicate your vote, your proxy will vote “FOR” the election of the nominated slate of directors (see Proposal 1); “FOR” an amendment to the Plan increasingapproval of the number of shares of common stock authorized for awards under theViveve Medical, Inc. Amended and Restated 2013 Stock Option and Incentive Plan to a total of 10,100,000 shares (see Proposal 2); “FOR” the ratification of Burr Pilger Mayer, Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 20152016 (see Proposal 3); “FOR” the approval of a share consolidation (reverse split) of the common stock of the Company at a ratio of up to 1-for-10, which ratio may be determined by the Board of Directors, in its sole discretion, and effective as of a date no more than twelve months from the date of the Annual Meeting (see Proposal 4); and “FOR” the approval of the continuation of the Company into the State of Delaware and to adopt charter documents of the Company that comply with the DGCL in connection therewith, effective as of such date that is to be determined by the Board of Directors, in its sole discretion, no more than twelve months from the date of the Annual Meetingnon-binding advisory proposal regarding executive compensation (see Proposal 5)4). We do not intend to bring any other matter for a vote at the Annual Meeting, and we do not know of anyone else who intends to do so. Your proxies are authorized to vote on your behalf, however, using their best judgment, on any other business that properly comes before the Annual Meeting.

How do I change my vote?

If you are a stockholder of record, you may revoke your proxy at any time before your shares are voted at the Annual Meeting by:

If your shares are held in the name of a Nominee, you should check with your Nominee and follow the voting instructions your Nominee provides.

Who will count the votes?

A representative from Broadridge Financial Solutions, Inc., will act as the inspector of election and count the votes.

What constitutes a quorum?

In accordance with Article I, Section 10.125 of our bylaws, two stockholders or proxyBylaws, the holders present, holding not less than ten percent (10%) of thea majority in interest of all stock issued, outstanding shares of the Companyand entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. A quorum is necessary in order to conduct the Annual Meeting. If you choose to have your shares represented by proxy at the Annual Meeting, you will be considered part of the quorum. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. If a quorum is not present at the Annual Meeting, the stockholders present in person or by proxy may adjourn the meeting to a later date. If a meeting of Stockholders is adjourned for less than thirty (30)30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that it is adjourned. If an adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting.

What vote is required to approve each proposal?

Election of Directors. For Proposal 1, the election of directors, the nominees will be elected by a majorityplurality of the votes cast on the resolution. A properly executed proxy or voting instructions marked “WITHHOLD” with respect to the election of one or more directors will not be counted as a vote cast with respect to the director or directors indicated, although it will be counted for the purposes of determining whether there is a quorum.

Amendment toApproval of the Viveve Medical, Inc. Amended and Restated 2013 Stock Option and Incentive Plan increasing the number of shares of common stoc(the “Plan”).k authorized for awards under the Plan from3,111,587 shares to a total of 10,100,000 shares.  For Proposal 2, the approval to amendof the Plan to increase the number of shares of common stock available for awards under the Plan to a total of 10,100,000 shares requires the affirmative vote of a majority of the votes cast by the holders of all of the shares of stock present or represented and voting on such matter.

Ratification of the Appointment of Independent Registered Public Accounting Firm. For Proposal 3, the affirmative vote of a majority of the votes cast by the holders of all of the shares of stock present or represented and voting on such matter will be required for approval. A properly executed proxy or voting instructions marked “WITHHOLD” will not be counted as a vote cast with respect to the ratification of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm, although it will be counted for the purposes of determining whether there is a quorum.

Share Consolidation (Reverse Split)Approval of Common Stockthe non-binding advisory proposal regarding executive compensation. For Proposal 4, the affirmative vote of two-thirdsa majority of the votes cast by the holders of all of the shares of common stock present or represented and voting on such matter will be required for approval, ofhowever, the special resolution.

Continuation of Viveve Medical, Inc. into the State of Delaware. For Proposal 5, the affirmative vote of two-thirds of the votes cast by the holders of all of the shares of common stock present or represented and voting on such matter will be required for approval of the special resolution.is non-binding.

Other Proposals. Any other proposal that might properly come before the meeting will require the affirmative vote of a majority of the votes cast by the holders of all of the shares of stock present or represented and voting on such matter at the meeting in order to be approved, except when a different vote is required by law, our articlescertificate of incorporation or our Bylaws.

Abstentions and broker non-votes with respect to any matter will be counted as present and entitled to vote on that matter for purposes of establishing a quorum. A broker non-vote or abstention will not have any effect on a proposal where the requirement for approval is the affirmative vote of the majority or two-thirds of the votes cast as applicable, by the holders of all of the shares present in person or represented by proxy at the meeting and entitled to vote on such matter.matter, while abstentions will be treated as a vote against such proposal. Accordingly, abstentions and broker non-votes will not have any effect on Proposals 1, 2, 3 or 4 or 5.while abstentions will be treated as votes against Proposals 2, 3, and 4. Neither abstentions nor broker non-votes will have any effect on Proposal 1.

What percentage of our common stock do our directors and officers own?

As of June 19, 2015,July 21, 2016, our director-nominees and executive officers beneficially owned approximately 38.6%30% of our outstanding common stock, excluding shares of common stock that are not issuable within sixty days. See the discussion under the heading “Security Ownership of Certain Beneficial Owners and Management” on page 18 for more details.

Who is soliciting proxies, how are they being solicited, and who pays the cost?

We, on behalf of our Board, through our directors, officers, and employees, are soliciting proxies primarily by mail and the Internet. Further, proxies may also be solicited in person, by telephone or facsimile.  We will pay the cost of soliciting proxies. We will also reimburse stockbrokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to the owners of our common stock.

Who is our Independent Registered Public Accounting Firm, and will they be represented at the Annual Meeting?

Burr Pilger Mayer, Inc. served as the independent registered public accounting firm auditing and reporting on our consolidated financial statements for the fiscal year ended December 31, 20142015 and has been appointed to serve as our independent registered public accounting firm for 2015.2016. We expect that representatives of Burr Pilger Mayer, Inc. will be physically present or be available via phone at the Annual Meeting. They will have an opportunity to make a statement, if they desire, and will be available to answer appropriate questions at the Annual Meeting.

What are the recommendations of our Board?

The recommendations of our Board are set forth together with the description of each proposal in this Proxy Statement.proxy statement. In summary, the Board recommends a vote:

With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their own discretion.

If you sign and return your proxy card but do not specify how you want to vote your shares, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board.

EXECUTIVE OFFICERS, DIRECTORS AND CORPORATE GOVERNANCE

The following table sets forth the names and ages of all of our directors and executive officers. Our officers are appointed by, and serve at the pleasure of, the Board.

Biographical information with respect to our executive officers and directors is provided below. There are no family relationships between any of our executive officers or directors.

Patricia Scheller. Ms. Scheller was elected as a director of Viveve Medical, Inc. on September 18, 2014 (with her service beginning following the merger with PLC Systems Acquisition Corporation that was completed on September 23, 2014) and has been a director of our wholly-owned subsidiary, Viveve, Inc., since June 2012. Ms. Scheller also serves as our Chief Executive Officer and, since May 2012, as Chief Executive Officer of Viveve, Inc. Prior to joining Viveve, Inc., she served as the Chief Executive Officer of Prescient Medical, Inc. (“PMI”), a privately held company that developed diagnostic imaging catheters and coronary stents designed to reduce deaths from heart attacks, from September 2004 through April 2012 and as a director of PMI from July 2004 to September 2011. Prior to joining PMI, from August 2003 to September 2004, she was the Chief Executive Officer of SomaLogic, a biotechnology company focused on the development of diagnostic products using aptamer technology. From December 2000 to April 2003, Ms. Scheller also managed several business units at Ortho-Clinical Diagnostics, a Johnson & Johnson company, and from October 1997 to November 2000 served in key executive positions at Dade Behring, a clinical diagnostics firm. While at Dade Behring Holdings, Inc., she directed the commercialization of the hsCRP diagnostic test, a screening test for systemic inflammation, which has been shown to increase the risk of heart attacks. The hsCRP test was the first diagnostic test added to the cardiac test panel by the Centers for Disease Control and Prevention and the American Heart Association in over 30 years. As Director of cardiology systemsCardiology Systems at Cordis Corporation (a Johnson & Johnson company) from February 1994 to February 1996, Ms. Scheller managed the launch of the first Palmaz-Schatz® balloon-expandable coronary stent, the first major product entry into what became a $6 billion market. Ms. Scheller received a B.S.E. degree in Biomedical Engineering from Duke University and completed executive business education programs at Harvard University, Massachusetts Institute of Technology, Columbia University and Northwestern University. Because of her extensive experience in the healthcare industry, we concluded that Ms. Scheller should serve as a director.

Brigitte Smith. Ms. Smith was elected as a director of Viveve Medical, Inc. on September 18, 2014 (with her service beginning following the merger with PLC Systems Acquisition Corporation that was completed on September 23, 2014) and has been a director of Viveve, Inc. since January 2007. Ms. Smith is co-founder and Managing Director of GBS Venture Partners Pty Ltd., a leading Australian life science venture capital investor founded in 1998 whose fund, GBS Bioventures III, is one of our significant stockholders. GBS Venture Partners Pty Ltd. has completed more than 40 medical device and life science investments for companies based in Australia and the U.S. Before joining GBS Venture Partners Pty Ltd., Ms. Smith worked with high-tech start-up companies in Australia and the U.S. in fundraising and business development roles. From 1990 to 1992 Ms. Smith also served as a consultant for Bain & Company, a strategic management consulting firm. Ms. Smith is also on the board of directors of GBS Venture Partners Pty Ltd. portfolio companies in Australia and the United States. Ms. Smith previously served on the board of directors of KaloBios Pharmaceuticals, Inc., which is listed on the NASDAQ Global Market (KBIO). Ms. Smith earned her Bachelor of Chemical Engineering with Honors from the University of Melbourne, her Master of Business Administration with Honors from the Harvard Business School and her MasterMasters of International Relations from the Fletcher School of Law and Diplomacy in Boston, Massachusetts, where she was also a Fulbright Scholar. Ms. Smith is a Fellow of The Australian Institute of Company Directors. Because of her significant experience in assessing early stage medical device and life sciences companies and her investing experience, we concluded that Ms. Smith should serve as a director.

Mark S. Colella.Mr. Colella was elected as a director of Viveve Medical, Inc. on September 18, 2014 and has been a director of Viveve, Inc. since April 2012. Mr. Colella has over 19 years of venture capital and operating experience in life science, medical device and healthcare companies. Mr. Colella joined Stamos Capital Partners in 2015 as Managing Director, and leads the private capital investment team. Stamos Capital is a private investment management firm specializing in alternative and multi-asset investment solutions. Previously a principal, Mr. Colella is an advisor to 5AM Ventures, II, Inc., a leading life science venture capital investor and one of our significant stockholders, founded in 2002, where he has held board and advisory roles with a number of public and private companies. Currently, Mr. Colella serves as a Director to Ceterix, a surgical medical device company, and an Observer to Chrono Therapeutics, a smoking cessation therapeutics company. Mr. Colella has served in board or advisory roles with Biodesy, Ceterix, DVS (acquired by Fluidigm), Flexion, which is listed on the NASDAQ Global Market (IPO), Incline (acquired by The Medicines Company), Pearl (acquired by AstraZeneca), Semprus (acquired by Teleflex) and WaveRx. Before joining 5AM Ventures, from 2007 to 2008 he was head of marketing for BÂRRX Medical, Inc., a Bay Area startup medical device company sold to Covidien for $413 million. Prior to his employment with BÂRRX, he held various management roles including with Stryker, Inc. from 2002 to 2007, focused on orthopedics, laparoscopy, urology, gynecology, and minimally invasive general surgery. In addition, he spent four years, from 1996 to 2000, as an Executive Director managing healthcare facilities with Primrose Alzheimer’s Living, Inc., an early stage healthcare service startup company, and one year working as an analyst for Versant Ventures, a life science venture capital firm.

Mr. Colella holds a B.S. degree in Biology from Williams College and earned his M.B.A. from Northwestern University, the Kellogg School of Management, where he sits on the Advisory Board for the Innovation and New Ventures Office. Prior to Williams College he spent two years at the U.S. Air Force Academy. Because of his extensive experience in the medical device industry, as well as his financial and investing experience in early stage companies, we concluded that Mr. Colella should serve as a director.

Carl Simpson. Mr. Simpson was elected as a director of Viveve Medical, Inc. on September 18, 2014 and has been a director of Viveve, Inc. since its inception in September of 2005. Mr. Simpson has worked in the medical device industry for over 40 years. In 2005 Mr. Simpson founded and became the Managing Director of Coronis Medical Ventures, LLC, a venture capital entity. From 2001 to 2004 Mr. Simpson was a partner for Versant Ventures. In 1993, he founded CardioGenesis Corp. a medical device company that designs, manufactures and distributes laser-based surgical products that promote cardiac angiogenesis and served as Vice President of Development until 1997. In 1979, Mr. Simpson founded Advanced Cardiovascular Systems (“ACS”) a medical device company that develops and markets medical devices for treatment of cardiovascular diseases and served as Senior Vice President of Research and Development until 2001. ACS was sold to Eli Lilly in 1984 and spun-off into Guidant Vascular Intervention. Mr. Simpson currently serves on the board of Novobionics, Curant Medical, Uptake Medical and Entent. He also served on the board of Silver Bullet from 2009 to 2012, CoRepair from 2007 to 2013, Revascular Therapeutics from 2004 to 2011, Conor MedSystems Inc. from 2003 to 2005, Thermage from 1997 to 2004, Interventional Thermodynamics (Innerdyne) from 1989 to 1991 and Interventional Technologies from 1985 to 1989. His undergraduate training is in Microbiology and Biochemistry. His graduate degree is in Electrical Engineering/Computer Science and he holds an MBA, both from the University of Santa Clara. Because of Mr. Simpson’s prior experience with multiple start-up companies, his understanding of VC business models and 40 years of operational and clinical experience, we concluded that he should serve as a director.

Daniel Janney. Mr. Janney was elected as a director of Viveve Medical, Inc. on September 18, 2014.2014 (with his service beginning following the merger with PLC Systems Acquisition Corporation that was completed on September 23, 2014). Since November 2012, Mr. Janney has served as a director of Esperion Therapeutics, Inc. (NASDAQ: ESPR). Mr. Janney is a managing director at Alta Partners, a life sciences venture capital firm, which he joined in 1996. Prior to joining Alta, from 1993 to 1996, he was a Vice President in Montgomery Securities'Securities’ healthcare and biotechnology investment banking group, focusing on life sciences companies. Mr. Janney is a director of a number of companies including Alba Therapeutics Corporation, Lithera, Inc., Prolacta Bioscience, Inc., Sutro Biopharma and ViroBay, Inc. He holds a Bachelor of Arts in History from Georgetown University and an M.B.A. from the Anderson School at the University of California, Los Angeles. Because of Mr. Janney's experience working with and serving on the boardsboard of directors of various life sciences companies and his experience working in the venture capital industry, we concluded that he should serve as a director.

Jon Plexico. Mr. Plexico was appointed as a director of Viveve Medical, Inc. on March 14, 2016. Mr. Plexico is currently one of two Managing Members of Stonepine Capital Management, LLC (“Stonepine Management”). Stonepine Management is the General Partner of Stonepine Capital, L.P. (“Stonepine”), a holder of approximately 25% of the outstanding common stock of the Company. Mr. Plexico was appointed to the Board of Directors as a representative of Stonepine, at Stonepine’s election, under the terms of that certain letter agreement dated May 12, 2015 (the “Letter Agreement”) by and between the Company and Stonepine, pursuant to which, among other things, for so long as Stonepine owns at least 15% of the Company’s outstanding equity securities, Stonepine shall have the option, but not the obligation, to designate a Stonepine representative to serve on the Board. The Company and Stonepine entered into the Letter Agreement in connection with a private offering of our securities undertaken in May 2015.

Mr. Plexico has approximately 24 years of life science industry operational and advisory experience, including eight years as Managing Member and Founder of Stonepine Management. Previously, Mr. Plexico was Managing Director at Merriman Curhan Ford & Co., now known as Merriman Capital, where he managed healthcare corporate finance focusing on private investments in public equity, secondary offerings, and mergers and acquisitions. Prior to that, Mr. Plexico was co-founding partner of Venture Ready Partners, a life science advisor providing capital raising services to private biotechnology companies. Mr. Plexico served as director of business development at Chemdex Corporation, an electronic life-science commerce company that grew to 500 employees and completed an initial public offering during his tenure. He began his career at Quidel Corporation, where he became National Sales Manager for the Autoimmune Division. He has served on the boards of directors of Zila, Inc. and Immunetech, Inc. Mr. Plexico is a graduate of Colgate University. Mr. Plexico’s extensive experience in advising life sciences companies and in raising funds for them led us to believe that he should serve as a director.

Arlene Morris. Ms. Morris joined our Board of Directors on May 11 2016. Ms. Morris has served as the CEO of Willow Advisors, LLC since May 2015. From May 2011 to April 2015, Ms. Morris was the President and CEO of Syndax Pharmaceutical, a Boston based epigenetic company. Prior to her employment with Syndax, from June 2003 to February 2011 she was the President, CEO and a member of the board of directors of Affymax, Inc. During her eight years at Affymax, Ms. Morris led the company through the development of OMONTYS peginesatide, a strategic collaboration with Takeda, an initial public offering, and several follow on offerings. Prior to Affymax, Ms. Morris was the President and CEO of Clearview Projects, an advisory firm which counsels biopharmaceutical and biotechnology companies on strategic transactions. Before that, she was the Senior Vice President of Business Development at both Coulter Pharmaceuticals, Inc. and Scios. Ms. Morris began her career at Johnson & Johnson as a sales representative, rising to Vice President of Business Development. Ms. Morris serves on the board of directors of Neovacs SA, Palatin Technologies, Dimension Therapeutics and the Medical University of South Carolina Foundation for Research and Development, as well as Biodel Inc., a publicly traded company. We believe Ms. Morris’ qualifications to serve on our Board include her many years serving as a senior executive with companies in the biopharma industry and her extensive experience serving on boards of directors.

Lori H. Bush. Ms. Bush joined our Board on May 11, 2016. Since January 2016, Ms. Bush has been a consultant, speaker, advisor and activist for micro-entrepreneurship and women’s leadership. From September 2007 to January 2016, Ms. Bush served as the President and General Manager of Rodan + Fields Dermatologists. Prior to joining Rodan + Fields, Ms. Bush served as Chief Operating Officer of Helix BioMedix, Inc., a biopharmaceutical discovery and development company from October 2006 to October 2007, and was the Managing Director of the Gremlin Group, a health and consumer product consulting company from March 2006 to October 2007. From May 2001 to May 2006, Ms. Bush served as President of Nu Skin, a division of Nu Skin Enterprises, a NYSE-listed direct selling company that markets premium quality personal care and nutrition products through a global network of sales representatives. Ms. Bush served as Vice President of Marketing of Nu Skin from February 2000 to May 2001. Prior to joining Nu Skin, she worked at Johnson & Johnson Consumer Products Companies as the worldwide executive director over skin care ventures from May 1998 to February 2000. She also served as Vice President of Professional Marketing at Neutrogena Corporation. Ms. Bush earned a Masters of Business Administration from Temple University and a Bachelor of Science degree from Ohio State University. Until its merger with Wonder Holdings Acquisition Corp., Ms. Bush was a director of Matrixx Initiatives Inc., formerly a publicly traded company. We determined that Ms. Bush should serve as a director because of her extensive executive and marketing experience in the over-the-counter healthcare industry.

Debora Jorn. Ms. Jorn joined our Board on May 11, 2016. From August 2013 through March 2016, Ms. Jorn was Executive Vice President and Group Company Chair of Valeant Pharmaceuticals International, Inc. Ms. Jorn served as Chief Global Marketing Officer of Bausch & Lomb Pharmaceuticals from June 2010 to August 2013. She served as Group Vice President Women’s Healthcare and Fertility at Schering Plough from June 2008 to January 2010. She was the World Wide Vice President Internal Medicine and Early Commercial Input at Johnson & Johnson and the Vice President, Urology at Pharmacia Corporation. From 1989 to 2010, Ms. Jorn served as Acting Head of the ACE Inhibitor Franchise – Merck and Company. She served as Worldwide Vice President of Internal Medicine, Executive Director (Respiratory Franchise), Director of Marketing (Merck Frosst Canada), and various other roles for Merck. Ms. Jorn received her M.B.A from NYU Stern Graduate School of Business Administration and her B.A. from Rutgers University. Ms. Jorn’s extensive executive and marketing experience in the healthcare industry led us to believe that she should serve as a director.

Scott Durbin. Mr. Durbin joined Viveve, Inc. as its Chief Financial Officer in February 2013 and was appointed as the Chief Financial Officer and Secretary of Viveve Medical, Inc. on September 23, 2014. From June 2012 to January 2013, he served as an advisor and Acting Chief Financial Officer for Viveve, Inc. Prior to joining Viveve, Inc., from June 2010 to October 2011, he was Chief Financial Officer of Aastrom Biosciences (“Aastrom”), a publicly traded, cardiovascular cell therapy company. Before Aastrom, he spent six years as Chief Operating and Financial Officer for Prescient Medical (“Prescient”) from May 2004 to June 2010, a privately held company that developed diagnostic imaging catheters and coronary stents designed to reduce deaths from heart attacks. Prior to Prescient, from January 2003 to April 2004, he spent several years as a financial consultant for two publicly traded biotech companies, Scios Inc. –, a Johnson & Johnson company, and Alteon Inc. Mr. Durbin began his career in corporate finance as an investment banker in the Healthcare and M&A groups at Lehman Brothers Inc. from August 1999 to January 2003, where he focused on mergers and acquisitions and financings for the life science industry. At Lehman, he successfully executed over $5 billion in transactions for medical device and biotechnology companies. He began his career as a Director of Neurophysiology for Biotronic, Inc. Mr. Durbin received a B.S. from the University of Michigan and an M.P.H. in Health Management with Honors from the Yale University School of Medicine and School of Management.

James Atkinson. Mr. Atkinson was appointed to serve as the Chief Business Officer and President of the Company and Viveve, Inc. effective as of February 4, 2015. Mr. Atkinson has over 30 years of experience in medical device sales, marketing and business development with both Fortune 50 and start-up medical device companies. Mr. Atkinson was a founding principal at Ulthera, Inc. where he served as Senior Vice President of Sales and Marketing from October 2006 through April 2014. While at Ulthera, he assisted in growing the company from 3 to 165 employees and established a global distribution network that included 42 distributors, covering 52 countries. Mr. Atkinson’s prior experience includes various executive positions, including (i) Vice President of Sales and Marketing for the Cardiac Surgery Division at St. Jude Medical, Inc. from October 2004 to October 2006 where his responsibilities included launching the Biocor® stented tissue valve, recognized as the fastest growing heart valve brand in the industry, (ii) Vice President of Sales for Medtronic Vascular, a $200 million division of Medtronic, Inc., a company whose stock is traded on the New York Stock Exchange (Ticker: MDT), from January 2003 to September 2004 and (iii) co-founder and Vice President of Sales and Business Development for Medical Simulation Corporation. Mr. Atkinson’s career began as a sales representative at Ethicon Endosurgery, a Johnson and& Johnson company, where he progressed through positions with increasing responsibility to Regional Manager.

Board of Directors

Our Board may establish the authorized number of directors from time to time by resolution. The current authorized number of directors ismay not be fewer than three and not more than twenty. Currently our Board consists of seven directors. Our current directors, if elected, will continue to serve as directors until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.

Our Board held 108 meetings during 2014.2015. The Board also acted 315 times by unanimous written consent. All members of the Board attended more than 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she was a director). Members of our Board are invited and encouraged to attend each annual meeting of stockholders.

We continue to review our corporate governance policies and practices by comparing our policies and practices with those suggested by various groups or authorities active in evaluating or setting best practices for corporate governance of public companies. Based on this review, we have adopted, and will continue to adopt, changes that the Board believes are the appropriate corporate governance policies and practices for our Company.

Independence of Directors

In determining the independence of our directors, we apply the definition of “independent director” provided under the listing rules of The NASDAQ Stock Market LLC (“NASDAQ”). Pursuant to these rules, and after considering all relevant facts and circumstances, the Board affirmatively determined that all of the directors currently serving on the Board, including those nominated for election at the Annual Meeting, are independent within the meaning of NASDAQ Listing Rule 5605 with the exception of Patricia Scheller, who is an executive officer of the Company.

Committees of our Board

The Board has three standing committees: the Audit Committee, the Compensation Committee and the NominatingGovernance and Corporate GovernanceNominating Committee.

Audit Committee

The Audit Committee consists of three directors, Daniel Janney, Jon Plexico and Arlene Morris, who was appointed to the Audit Committee on May 11, 2016 to fill the vacancy left by the resignation of Mark Colella, Carl Simpson and Daniel Janney, all of whom are “independent” as defined under section 5605(a)(2)who resigned on that date. The Board has determined that each of the members of the Audit Committee meets the requirements for independence set forth in NASDAQ Listing Rules.Rule 5605(c)(2). In addition, the Board has determined that Mark ColellaDaniel Janney qualifies as an “audit committee financial expert” as defined in the rules of the SEC. The Audit Committee operates pursuant to a charter, which can be viewed on our website athttp://www.viveve.com (under “Investors”)Investors/Corporate Governance/Governance Docs). The Audit Committee met 2four times during 20142015 with all members in attendance at each meeting. The role of the Audit Committee is to:

Compensation Committee

The Compensation Committee consists of three directors, Brigitte Smith,Arlene Morris and Lori Bush, each of whom was appointed to the Compensation Committee on May 11, 2016 to fill the vacancies created by the resignations of Mark Colella and Carl Simpson, alleach of whom are “independent” as defined in section 5605(a)(2) of the NASDAQ Listing Rules.resigned on that date, and Brigitte Smith. The Compensation Committee met 2four times during 20142015 with all members in attendance at each meeting. The role of the Compensation Committee is to:

A copy of the charter of the Compensation Committee is available on our website athttp://www.viveve.com (under “Investors”)Investors/Corporate Governance/Governance Docs).

The Compensation Committee may engage outside advisers, including outside auditors, attorneys and consultants, as it deems necessary to discharge its responsibilities. The Compensation Committee has sole authority to retain and terminate any compensation expert or consultant to be used to provide advice on compensation levels or assist in the evaluation of director, President/Chief Executive Officer or senior executive compensation, including sole authority to approve the fees of any expert or consultant and other retention terms. In addition, the Compensation Committee considers, but is not bound by, the recommendations of our Chief Executive Officer with respect to the compensation packages of our other executive officers.

NominatingGovernance and Corporate GovernanceNominating Committee

The NominatingGovernance and Corporate GovernanceNominating Committee, or the “Governance Committee”, consists of three directors, Daniel Janney, Brigitte Smith and Debora Jorn, who was appointed to the Governance Committee on May 11, 2016 to fill the vacancy left by the resignation of Mark Colella, and Brigitte Smith, all of whom are “independent” as defined in section 5605(a)(2) of the NASDAQ Listing Rules.who resigned on that date. The Governance Committee did not meetmet once during 2014.2015 with all members in attendance at the meeting. The role of the Governance Committee is to: 

A copy of the charter of the Governance Committee is available on our website athttp://www.viveve.com (under “Investors”)Investors/Corporate Governance/Governance Docs).

Stockholder Communications

Stockholders may communicate with the members of the Board, either individually or collectively, by writing to the Board at 150 Commercial Street, Sunnyvale, California 94086.  These communications will be reviewed by the Corporate Secretary as agent for the non-employee directors in facilitating direct communication to the Board.  The Corporate Secretary will disregard communications that are bulk mail, solicitations to purchase products or services not directly related either to us or the non-employee directors’ roles as members of the Board, sent other than by stockholders in their capacities as such or from particular authors or regarding particular subjects that the non-employee directors may specify from time to time, and all other communications which do not meet the applicable requirements or criteria described below, consistent with the instructions of the non-employee directors.

General Communications. The Corporate Secretary will summarize all stockholder communications directly relating to our business operations, the Board, our officers, our activities or other matters and opportunities closely related to us. This summary and copies of the actual stockholder communications will then be circulated to the Board.

Stockholder Proposals and Director Nominations and Recommendations. Stockholders may nominate director candidatesmake proposals for consideration byat the Nominating and Corporate GovernanceCommittee (the “Governance Committee”). Any candidate submitted by a stockholder that adheres to our Policies Regarding Director Nominations, Shareholder Communications and Annual Meeting, Attendance (the “Nominations Policy”) andso long as any such proposal adheres to Regulation 14a-8 promulgated under the Securities Exchange Act of 1934 (“Exchange Act”).

Stockholder nominations for directors are reviewed by the Corporate Secretary for compliance with the requirements for director nominations that are set forth in our Nominations Policy. Stockholder nominations for directors that meet these requirements are summarized by the Corporate Secretary. Summaries and copies of the nominations or recommendations are then circulated to the Chairman of the Governance Committee.

The Governance Committee will consider director candidates recommended by stockholders. If a director candidate is recommended by a stockholder, the Governance Committee expects to evaluate such candidate in the same manner it evaluates director candidates it identifies. Stockholders desiring to make a recommendation to the Governance Committee should follow the procedures set forth abovebelow regarding stockholder nominations for directors.

Stockholder nominations must be made pursuant to timely notice in writing to the Secretary of the Company. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Company not less than 60 days nor more than 90 days prior to the scheduled annual meeting, regardless of any postponements, deferrals or adjournments of that meeting to a later date; provided, however, that if less than 40 days’ notice or prior public disclosure of the date of the scheduled annual meeting is given or made, notice by the stockholder, to be timely, must be so delivered or received not later than the close of business on the tenth day following the earlier of the day on which such notice of the date of the scheduled annual meeting was mailed or the day on which such public disclosure was made. A stockholder’s notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the Company which are beneficially owned by the person and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Rule 14A under the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Company’s books, of the stockholder and (ii) the class and number of shares of the Company’s common stock which are beneficially owned by the stockholder on the date of such stockholder notice. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as director of the Company.

The Board will determine whether the nomination was made in accordance with these requirements. If the Board determines that a nomination was not made in accordance with these requirements, the nominating stockholder shall be so notified by the Secretary and the defective nomination shall be disregarded.

Copies of the nominations or recommendations are circulated to the Chairman of the Governance Committee.

Retention of Stockholder Communications. Any stockholder communications which are not circulated to the Board because they do not meet the applicable requirements or criteria described above will be retained by the Corporate Secretary for at least ninety calendar days from the date on which they are received, so that these communications may be reviewed by the directors generally if such information relates to the Board as a whole, or by any individual to whom the communication was addressed, should any director elect to do so.

Distribution of Stockholder Communications. Except as otherwise required by law or upon the request of a non-employee director, the Chairman of the Board will determine when and whether a stockholder communication should be circulated among the Board and Company management.

Director Qualifications and Diversity

The Board seeks independent directors who represent a diversity of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. Candidates must be over the age of nineteen and should have substantial experience with one or more publicly traded companies or should have achieved a high level of distinction in their chosen fields.  The Board is particularly interested in maintaining a mix that includes individuals who are active or retired executive officers and senior executives, particularly those with experience in medical device manufacture and distribution; research and development; finance, accounting and banking; or marketing and sales.

In evaluating nominations to the Board of Directors, the Board also looks for depth and breadth of experience within the Company’s industry and otherwise, outside time commitments, special areas of expertise, accounting and finance knowledge, business judgment, leadership ability, experience in developing and assessing business strategies, corporate governance expertise, and for incumbent members of the Board, the past performance of the incumbent director. Each of the candidates nominated for election to our Board was recommended by the Board.Governance Committee.

Risk Oversight

Our Board provides risk oversight for our entire company by receiving management presentations, including risk assessments, and discussing these assessments with management. The Board’s overall risk oversight, which focuses primarily on risks and exposures associated with current matters that may present material risk to our operations, plans, prospects or reputation, is supplemented by the various committees. The Audit Committee discusses with management and our independent registered public accounting firm our risk management guidelines and policies, our major financial risk exposures and the steps taken to monitor and control such exposures. Our Compensation Committee oversees risks related to our compensation programs and discusses with management its annual assessment of our employee compensation policies and programs.

Board Leadership Structure

The Chairman of the Board presides at all meetings of the Board. Currently, the offices of Chairman of the Board and Chief Executive Officer are separated. The Company has no fixed policy with respect to the separation of the offices of the Chairman of the Board and Chief Executive Officer. The Board believes that the separation of the offices of the Chairman of the Board and Chief Executive Officer is in the best interests of the Company and will review this determination from time to time.

Director Compensation

The table below sets forth the compensation paid to our non-employee directors, exclusive of reimbursed out-of-pocket expenses, during the year ended December 31, 20142015 for services provided as a director. To the extent that any of the former directors of PLC Systems, Inc. included in the table below was serving as a director on September 23, 2014 (Messrs. Holmes, Kyle and Dr. Norton), the individual resigned on that date.

(1) The high and low trading prices of our common stock on the OTCBB during the 30-day period prior to July 16, 2013, the date of grant, were $11 and $8. Options issued to these directors on July 16, 2013 have an exercise price of $9. All of these prices reflect the 1-for-100 reverse split of our common stock, which was effected on September 23, 2014.

(2) Amounts represent the aggregate grant date fair value of the stock option as of July 16, 2013, the option grant date.

(3) As of December 31, 2014, Messrs. Holmes, Kyle and Dr. Norton held options to purchase an aggregate of 3,403, 1,000 and 2,840, respectively, post-reverse split shares of our common stock. The grant date fair value is computed using the Black-Scholes Option Pricing Model. The assumptions underlying the valuation of the equity awards are as follows: (i) expected life: 3 to 6 years; (ii) interest rate: 0.73% to 1.67%; (iii) volatility: 195.75 to 217.52; and (iv) expected dividend yield: none.

(4) As an employee director, Mr. Mann, an executive officer of the company, was not eligible to receive either compensation or an annual stock grant for service in his capacity as director.

(5) As an employee director, Mr. Tauscher, an executive officer of the company, was not eligible to receive either compensation or an annual stock grant for service in his capacity as director.

(6) The high and low trading prices of our common stock on the OTCQB during the 30-day period prior to September 26, 2014,December 16, 2015, the date of grant, were $2.70$7.68 and $0.50.$5.36. Options issued to these directors on September 26, 2014December 16, 2015 have an exercise price of $0.60.$6.00.

(7)(2) Amounts represent the aggregate grant date fair value of the stock option as of September 26, 2014,December 16, 2015, the option grant date.

(8)(3) As of December 31, 2014,2015, each of Ms. Smith and Messrs. Colella Simpson and Janney held options to purchase an aggregate of 47,00019,375 shares of our common stock.stock (2015 option grant: 13,500 shares; and 2014 option grant: 5,875 shares). Mr. Simpson held options to purchase an aggregate of 19,602 shares of our common stock (2015 option grant: 13,500 shares; 2014 option grant: 5,875 shares; and 2007 option grant; 227 shares). The grant date fair value is computed using the Black-Scholes Option Pricing Model.option pricing model. The assumptions underlying the valuation of the equity awards in 2015 are as follows: (i) expected life: 5 years; (ii) interest rate: 1.80%1.70%; (iii) volatility: 61%63%; and (iv) expected dividend yield: none.

Compliance with Section 16 of the Exchange Act

Brigitte Smith,During the year ended December 31, 2015, Jim Robbins, the Company’s Vice President of Finance, overlooked reporting the grant of a director ofwarrant. On February 17, 2015, the Company failedgranted to timely file one Form 4, reporting one transaction in which she directly acquired 192,262Mr. Robbins a 10-year warrant for the purchase of 5,378 shares of common stock upon conversion of a Viveve, Inc. convertible promissory note and indirectly acquired 947,872 shares of common stock upon conversion of a Viveve, Inc. convertible promissory note held by GBS BioVentures III. GBS Venture Partners Limited is trustee for GBS BioVentures III, and may be deemed to have sole voting and investment power over the shares beneficially owned by GBS BioVentures III. Ms. Smith is the Managing Partner of GBS Venture Partners. Ms. Smith filed such Form 4 on September 30, 2014 (SEC Accession No. 0001437749-14-017696).

GBS BioVentures III, a beneficial owner of more than 10% of the Company’s common stock failedat a price of $4.00 per share. The warrant is subject to timely file one Form 4,vesting conditions. Mr. Robbins reported the grant on December 22, 2015.

During the year ended December 31, 2015, James Atkinson was late in reporting onetwo transactions. On May 12, 2015 Mr. Atkinson received a 10-year warrant with an exercise price of $4.24 per share for the purchase of 27,217 shares of the Company’s common stock. The warrant was issued to him in conjunction with a consulting agreement entered into on May 12, 2015 and the transaction was reported on May 28, 2015. On June 12, 2015 Mr. Atkinson, as the custodian for his minor child and through a 10b5-1 Plan, purchased 3,825 shares of the Company’s common stock at a price of $7.19 per share. The purchase was reported on July 22, 2015.

During the year ended December 31, 2015, Mark Colella, a former director, was late in which it acquired 947,872reporting the purchase of a total of 84,461 shares of the Company’s common stock at a price of $2.96 per share made on May 14, 2015. The shares were purchased by 5AM II, L.P. and 5AM Co-Investors II, L.P. (together, the “Funds”). Mr. Colella may be deemed to hold shared voting and investment control of the common stock owned by the Funds. Mr. Colella disclaims beneficial ownership of the shares of common stock upon conversion of a Viveve, Inc. convertible promissory note. GBS BioVentures III filed such Form 4owned by the Funds. The purchase was reported on October 2, 2014 (SEC Accession No. 0001437749-14-017900).May 29, 2015.

Except as set forth above, we believe that, during fiscal year 2014,2015, our directors, executive officers and beneficial owners of more than 10% of the Company’s common stock complied with all Section 16(a) filing requirements. In making this statement, we have relied upon examination of the copies of Forms 3, 4 and 5, and amendments thereto, provided to the Company and the written representations of its directors and executive officers.

EXECUTIVE COMPENSATION AND RELATED INFORMATION

The following table below sets forth, for the last two fiscal years, the compensation earned by or paid to (i) each individual who served as our principal executive officer duringor as the last fiscal year,principal executive officer of Viveve Medical, Inc., and (ii) our two most highly compensated executive officerofficers, other than our principal executive officer, who waswere serving as our executive officerofficers or as the executive officers of Viveve Medical, Inc. at the end of the last fiscal year and (iii) two additional individuals for whom disclosure would have been provided but for the fact that such person was not serving as an executive officer at the end of the last completed fiscal year. We refer to these individuals in the discussion below as our “named executive officers”.

Summary Compensation Table

(1) AmountsThe amounts represent the cash and the fair market value of restricted stock (received in lieu of cash) issued to employees for 2015 performance bonuses: (i) Ms. Scheller: cash of $108,990 and restricted stock of $45,706; (ii) Mr. Durbin: cash of $97,965 and restricted stock of $0; and (iii) Mr. Atkinson: cash of $0 and restricted stock of $114,654. The cash portion of the bonus was paid on January 7, 2016. The fair market value of the restricted stock was determined based on the closing stock price of $6.24 on the date of grant, January 4, 2016.

(2) The amounts represent the aggregate fair value of common stock warrants issued for 2014 performance bonuses. The warrants have a contractual life of ten years and are exercisable immediately in whole or in part, on or before ten years from the issuance date. The Company determined the fair value of the warrants using the Black-Scholes option pricing model. The assumptions underlying the equity awards are as follows: (i) contractual life: ten years; (ii) risk free interest rate: 2.14%; (iii) average volatility: 77.6%; and (iv) expected dividend yield: none.

(3) The amounts represent the aggregate grant date fair value of the stock option awards granted by the Company during 2015. The grant date fair value is computed using the Black-Scholes option pricing model. The assumptions underlying the valuation of the equity awards are as follows: (i) expected term: 5 years; (ii) risk-free interest rate: 1.70%; (iii) average volatility: 63%, and (iv) expected dividend yield: none.

(4) The amounts represent the aggregate grant date fair value of the stock option awards granted by the Company during 2014. The grant date fair value is computed using the Black-Scholes Option Pricing Model.option pricing model. The assumptions underlying the valuation of the equity awards are as follows: (i) expected term: 5 years; (ii) risk-free interest rate: 1.80%; (iii) average volatility: 61%; and (iv) expected dividend yield: none.

(2) Amounts represent the aggregate grant date fair value(5) The 2014 bonus amount for Mr. Durbin also includes a cash bonus payment of the stock option awards granted by the Company during 2013. The grant date fair value is computed using the Black-Scholes Option Pricing Model. The assumptions underlying the valuation of the equity awards are as follows: (i) expected term: 5 years; (ii) risk-free interest rate: 0.84%; (iii) average volatility: 68%; and (iv) expected dividend yield: none.$50,000.

(3) Amounts represent the aggregate grant date fair value of the stock option awards granted by PLC Systems Inc. during 2013. The grant date fair value is computed using the Black-Scholes Option Pricing Model. The assumptions underlying the valuation of the equity awards are as follows: (i) expected life: 3 to 6 years; (ii) interest rate: 0.73% to 1.67%; (iii) volatility: 195.75% to 217.52%; and (iv) expected dividend yield: none.

(4)(6) These amounts represent cash outa cash-out of accrued PTO hours in accordance with the Company’s PTO Policy perPolicy.

(7) The amount represents compensation paid pursuant to the Employee Handbook.

(5) These amounts representterms of a consulting payments for services performed during 2012,arrangement with Mr. Atkinson entered into in February 2015, prior to his employment with the employment agreementCompany: (i) cash payments of $33,000; (ii) the aggregate fair value of a common stock warrant issued of $55,086; and (iii) commissions earned of $32,358 but not yet paid. The warrant has a contractual life of ten years and is exercisable immediately in whole or in part, on or before ten years from the issuance date. The Company determined the fair value of the warrant using the Black-Scholes option pricing model. The assumptions underlying the equity awards are as follows: (i) contractual life: ten years; (ii) risk free interest rate: 2.28%; (iii) average volatility: 80.1%; and (iv) expected dividend yield: none.

(8) The amount represents consulting compensation paid pursuant to the terms of a consulting arrangement with Mr. DurbinAtkinson entered into in January 2013February 2015, prior to his employment with the Company.

(9) The 2015 bonus amount for Mr. Atkinson also includes the aggregate fair value of a common stock warrant issued for a 2015 performance bonus of $30,250. The warrant has a contractual life of ten years and other benefits for Ms. Schelleris exercisable immediately in 2013.

(6) On August 19, 2013, Mr. Tauscher’s base salary was adjustedwhole or in part, on or before ten years from $325,469 to $225,000.the issuance date. The Company determined the fair value of the warrant using the Black-Scholes option pricing model. The assumptions underlying the equity awards are as follows: (i) contractual life: ten years; (ii) risk free interest rate: 2.27%; (iii) average volatility: 76.8%; and (iv) expected dividend yield: none. 

Outstanding Equity Awards at Fiscal Year-End

Other than as set forth below, there were no outstanding unexercised options, unvested stock, and/or equity incentive plan awards issued to our named executive officers as of December 31, 2014. To the extent that any of the former executive officers of PLC Systems, Inc. included in the table below was serving as an executive officer on September 23, 2014 (Messrs. Tauscher and Mann), the individual resigned on that date.2015.

Employment Agreements and Arrangements

Patricia Scheller

On May 14, 2012, Viveve, Inc. extended a written offer of employment to Patricia Scheller, the terms of which we have assumed. Pursuant to the agreement, Ms. Scheller serves as our Chief Executive Officer on an at-will basis and as a director. The agreement provides that Ms. Scheller will receive a base salary of $335,000 per year, which is subject to adjustment in accordance with our employee compensation policies in effect from time-to-time.

In addition the agreement provides for: (i) an annual incentive bonus (if approved by the Board, of Directors, in theirits sole discretion) in an amount to be determined by the Board of Directors;Board; (ii) an incentive payment of $1,000 for every $1 million in new equity financing raised during her first year of service, up to $20,000 (iii) an option for the purchase 27,539,116of 27,711 shares of Viveve, Inc. common stock exercisable at the fair market value on the date of grant, with the right to purchase 25% of the option shares vesting after 12 months of continuous service and the right to purchase the remainder of the option shares vesting in equal monthly installments over the next 36 months of continuous service, with accelerated vesting upon an Involuntary Termination within 12 months of a Change in Control (as those terms are defined in the agreement); (iv) Company-sponsored benefits as in effect from time to time; (v) paid vacation in accordance with our vacation policy, as in effect from time to time; and (vi) continued base salary and benefits for twelve months following an Involuntary Termination. In conjunction with the merger consummatedwith PLC Systems Acquisition Corporation that was completed on September 23, 2014, by and among Viveve Medical, Inc. (formerly PLC Systems, Inc.) and Viveve®, Inc., a Delaware corporation (“Viveve”) (the “Merger”), the option issued to Ms. Scheller was assumed by us. As a result of the assumption, the number of shares of our common stock subject to the option was computed by multiplying the number of shares of Viveve, Inc. common stock into which the option was exercisable immediately prior to the effective time of the Merger by 0.0080497 (or 0.0010062 on a post- reverse stock split basis), the Mergermerger exchange ratio. The exercise price of the option was determined by dividing the option exercise price immediately prior to the effective time of the Mergermerger by the exchange ratio (rounded up to the nearest cent).

On February 17, 2015, Ms. Scheller received (i) performance-based bonus compensation for the previous fiscal year in the form of a ten-year warrant to purchase 205,814 shares of common stock at an exercise price of $0.50 per share and (ii) an increase in her annual base salary to $346,000, subject to the closing of a financing resulting from the sale of debt or equity securities of the Company or other strategic investment in which the Company receives aggregate gross proceeds of at least $1,000,000 (“Financing”), payable on a retroactive basis as of January 1, 2015.

Scott Durbin

On January 23, 2013, Viveve, Inc. extended a written offer of employment to Scott Durbin, the terms of which we have assumed. Pursuant to the agreement, Mr. Durbin serves as our Chief Financial Officer on an at-will basis. The agreement provides that Mr. Durbin will receive a base salary of $298,000, which is subject to adjustment in accordance with our employee compensation policies in effect from time-to-time.

In addition the agreement provides for: (i) an annual incentive bonus (if approved by the Board, of Directors, in theirits sole discretion) in an amount to be determined by the Board of Directors;Board; (ii) an incentive bonus of $50,000 in the event a minimum of $1.5 million is raised in equity financing from new investors; (iii) an option for the purchase of 10,258,69010,323 shares of Viveve, Inc. common stock exercisable at the fair market value on the date of grant, with the right to purchase 100,000101 option shares vesting on the grant date, 2,614,6722,631 option shares vesting after 12 months of continuous service and the right to purchase the remainder of the option shares vesting in equal monthly installments over the next 36 months of continuous service, with accelerated vesting upon a Change in Control before Mr. Durbin’s service terminates; (iv) Company-sponsored benefits in effect from time to time; (v) paid vacation in accordance with our vacation policy, as in effect from time to time; and (vi) continued base salary and benefits for ten months following an Involuntary Termination. In conjunction with the Merger,merger with PLC Systems Acquisition Corporation that was completed on September 23, 2014, the option issued to Mr. Durbin was assumed by us. As a result of the assumption, the number of shares of our common stock subject to the option was computed by multiplying the number of shares of Viveve, Inc. common stock into which the option was exercisable immediately prior to the effective time of the Mergermerger by .0080497 (or 0.0010062 on a post- reverse stock split basis), the Mergermerger exchange ratio. The exercise price of the option was determined by dividing the option exercise price immediately prior to the effective time of the Mergermerger by the exchange ratio (rounded up to the nearest cent).

On February 17, 2015, Mr. Durbin received (i) performance-based bonus compensation for the previous fiscal year in the form of a ten-year warrant to purchase 208,140 shares of common stock at an exercise price of $0.50 per share and (ii) an increase in his annual base salary to $311,000, subject to the closing of a Financing, payable on a retroactive basis as of January 1, 2015.

James Atkinson

OnIn accordance with the terms of an offer letter dated February 4, 2015 Viveve, Inc. extended a written offer of employment to James Atkinson, the terms of which we have assumed. Pursuant to the agreement, Mr. Atkinson serves as our Chief Business Officer and President on an at-will basis. The agreement provides that(the “Offer Letter”), Mr. Atkinson will receive (i) an annual base salary of $320,000, which is subject to adjustment in accordance with our employee compensation policies in effect from time-to-time.

In addition the agreement provides for: (i)time-to-time, (ii) an initial target bonus of up to 30% of the annual base salary as shall be approved by the Board, of Directors, (ii)(iii) an overachievement bonus in the form of a five-year warrant to purchase up to 110,00013,750 shares of the Company’s common stock at an exercise price equal to the greater of $0.53$4.24 per share or the fair market value of the Company’s common stock on the date of grant, contingent upon the achievement of certain goals to be determined by the Board, of Directors, (iii)(iv) an option to purchase 535,00066,875 shares of the Company’s common stock, issued under the Company’s 2013 Stock Option Plan, as amended, and subject to the terms of the applicable stock option agreement and (iv)(v) various other standard employee benefits.

In addition, the Offer Letter further provides that Mr. Atkinson’s employment is “at will” and may be terminated at any time and for any reason by either party. In the event of involuntary termination, upon return of all Company property and execution of a general release of any claims against the Company, Mr. Atkinson shall be entitled to (i) continued payment of his base salary for a period of six (6) months and (ii) either (a) a continuation of health insurance coverage until the earlier of the close of six (6) months following his date of termination or eligibility for substantially equivalent health insurance coverage in connection with new employment or self-employment or (b) a lump sum payment in lieu of health insurance coverage, at the sole and absolute discretion of the Company.

Securities Authorized for Issuance under Equity Compensation Plans

The Company provides a 401(k) plan. Participation is voluntary and open to all employees. The Company has issued equity awards in the form of stock options from three employee benefit plans. The plans include the PLC 2005 Stock Incentive Plan (the “2005 Plan”), the Viveve Amended and Restated 2006 Stock Plan (the “2006 Plan”) and the Vive Medical, Inc. 2013 Stock Option and Incentive Plan, as amended (the “2013 Plan”).

The following table sets forth information about the 2005 Plan, the 2006 Plan and the 2013 Plan as of December 31, 2014:

The 2006 Plan was adopted by the Board of Directors of Viveve and was terminated in conjunction with the Merger. Outstanding stock option awards have been assumed by the Company and will continue to be administered in accordance with the terms of the 2006 Plan until such awards are exercised, expire, terminate or are forfeited. There are currently outstanding stock option awards issued from the 2006 Plan covering a total of 322,069 shares of the Company’s common stock and no shares available for future awards. The weighted average exercise price of the outstanding stock options is $1.54 per share and the weighted average remaining contractual term is 7.82 years. Additionally, priornot made any contributions to the Merger, the Board of Directors votedplan to accelerate the vesting of all unvested options that were outstanding as of the date of the Merger such that all options would be immediately vested and exercisable by the holders. Furthermore, at the Merger, outstanding options to purchase shares of Viveve, Inc. common stock issued from the 2006 Plan were converted into options to purchase shares of the Company’s Common Stock (rounded down to the nearest whole share). The number of shares of the Company’s common stock into which the 2006 Plan options were converted was determined by multiplying the number of shares covered by each 2006 Plan option by the exchange ratio of 0.0080497. The exercise price of each 2006 Plan option was determined by dividing the exercise price of each 2006 Plan option immediately prior to the Merger by the exchange ratio of 0.0080497 (rounded up to the nearest cent).date.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of June 19, 2015,July 21, 2016 regarding the beneficial ownership of our common stock by the following persons:

Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power over the securities reported and that person’s address is c/o Viveve Medical, Inc., 150 Commercial Street, Sunnyvale, California 94086. Shares of common stock subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of June 19, 2015,July 21, 2016 are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding the options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder. To the extent that any of the former executive officers of PLC Systems, Inc. included in the table below was serving as an executive officer on September 23, 2014 (Messrs. Tauscher and Mann), the individual resigned on that date.

 *Less than 1%

(1) Based on 51,339,76410,606,919 shares of common stock issued and outstanding as of June 19, 2015.

July 21, 2016.

(2) Included in this amount are 135,13625,339 shares of common stock, the right to purchase 221,86127,711 shares of common stock underlying a 10-year option having an exercise price of $1.24$9.92 per share, the right to purchase 417,372 shares of common stock subject to a 10-year option for the purchase having an exercise price of $0.60 per share, and a 10-year warrant to purchase 205,814 shares of common stock at an exercise price of $0.50 per share. Excludes 521,946 shares of common stock underlying options that will not vest within 60 days of June 19, 2015.

(3) Included in this amount are 40,541 shares of common stock, the right to purchase 82,57956,262 shares of common stock underlying a 10-year option having an exercise price of $1.24$4.80 per share, the right to purchase 79,67145,375 shares of common stock subject tounderlying a 10-year option having an exercise price of $0.60$6.00 per share, and a 10-year warrant to purchase 208,14025,727 shares of common stock at an exercise price of $0.50$4.00 per share. Excludes 302,7497,325 shares of common stock underlying optionsa restricted stock award that will not vest within 60 daysone-year of June 19, 2015.January 4, 2016. Excludes 257,780 shares of common stock underlying unvested options.

(3) Included in this amount are 6,568 shares of common stock, the right to purchase 10,323 shares of common stock underlying a 10-year option having an exercise price of $9.92 per share, the right to purchase 22,906 shares of common stock underlying a 10-year option having an exercise price of $4.80 per share, and a 10-year warrant to purchase 26,018 shares of common stock at an exercise price of $4.00 per share. Excludes 121,648 shares of common stock underlying unvested options.

(4) Included in this amount are 2,027,027433,737 shares of common stock owned of record by Charles Schwab & Co. Inc. for the benefit of James Gregory Atkinson IRA Contributory Account# 1125-5459,Account #3027-4954, of which James Atkinson is the sole beneficiary, 675,67598,099 shares of common stock owned of record by the Atkinson Family Revocable Trust Dated 08/26/2013, of which Mr. Atkinson is co-trustee, and a 10-year warrant to purchase 217,7333,825 shares of common stock at an exercise priceowned of $0.53 per share. Excludes 535,000record by Mr. Atkinson as custodian for the account of a minor child, the right to purchase 26,472 shares of common stock underlying a 10-year option having an exercise price of $0.47.

(5) Included in this amount are 3,598,807 shares of common stock owned of record by GBS Venture Partners as trustee for GBS BioVentures III, 192,262 shares of common stock owned of record by Ms. Smith and$3.76 per share, the right to purchase 9,79216,500 shares of common stock underlying a 10-year option having an exercise price of $0.60$6.00 per share, a 10-year warrant to purchase 27,217 shares of common stock at an exercise price of $4.24 per share, and a 10-year warrant to purchase 6,250 shares of common stock at an exercise price of $5.60 per share. Excludes 37,20811,525 shares of common stock underlying optionsa restricted stock award that will not vest within 60 daysone-year of June 19, 2015.January 4, 2016. Excludes 111,905 shares of common stock underlying unvested options.

(6)(5) Included in this amount are 7,310,23124,033 shares of common stock, owned of record by 5AM Ventures II, L.P, 288,447 shares of common stock owned of record by 5AM Co-Investors II, L.P and the right to purchase 9,7922,816 shares of common stock underlying a 10-year option having an exercise price of $0.60$4.80 per share. Excludes 37,208 shares of common stock underlying options that will not vest within 60 days of June 19, 2015.

(7) Included in this amount are 15,384 shares of common stock,share, and the right to purchase 1,8112,532 shares of common stock underlying a 10-year option having an exercise price of $7.45$6.00 per share and the right to purchase 9,792share. Excludes 14,027 shares of common stock underlying to a 10-year option having an exercise price of $0.60 per share. Excludes 37,208 shares of common stock underlying options that will not vest within 60 days of June 19, 2015.

(8) Includedunvested options. Also included in this amount are 4,598,490449,852 shares of common stock owned of record by Alta BioEquities, L.P. Includes the right to purchase 9,792 shares of common stock subject to a 10-year option having an exercise price of $0.60 per share. Excludes 37,208 shares of common stock underlying options that will not vest within 60 days of June 19, 2015.

(9) Included in this amount is the right to purchase 2,250 shares of common stock underlying a 10-year option having an exercise price of $14 per share, the right to purchase 700 shares of common stock subject to a 10-year option for the purchase having an exercise price of $17 per share, and the right to purchase 19,086 shares of common stock underlying a 10-year option having an exercise price of $9 per share.

(10) Included in this amount is the right to purchase 1,500 shares of common stock underlying a 10-year option having an exercise price of $12 per share, the right to purchase 700 shares of common stock subject to a 10-year option for the purchase having an exercise price of $17 per share, and the right to purchase 12,724 shares of common stock underlying a 10-year option having an exercise price of $9 per share.

(11) GBS Venture Partners Limited isPty Ltd., as trustee for GBS BioVentures III. Brigitte Smith is the Managing Partner of GBS Venture Partners Pty Ltd. and has voting and investment power over the shares beneficially owned by GBS BioVentures III. Voting

(6) Includes the right to purchase 2,816 shares of common stock underlying a 10-year option having an exercise price of $4.80 per share, and investment power over the right to purchase 2,532 shares of common stock underlying a 10-year option having an exercise price of $6.00 per share. Excludes 14,027 shares of common stock underlying unvested options.

(7) Includes the right to purchase 583 shares of common stock underlying a 10-year option having an exercise price of $7.74 per share. Excludes 4,667 shares of common stock underlying the unvested portion of the option.

(8) Included in this amount are 2,599,711 shares of common stock owned of record by GBS Venture Partners as trustee for GBS BioVentures III is held by Ms. Smith.

(12) 5AM Partners II,Stonepine Capital, L.P. Stonepine Capital Management, LLC is the general partner of 5AM Ventures II,Stonepine Capital, L.P. Jon M. Plexico and Timothy P. Lynch are the Managing Members of Stonepine Capital Management, LLC and have shared voting and investment power over the shares beneficially owned by Stonepine Capital, L.P.

(9) Dr. John Diekman, Andrew J. Schwab and Dr. Scott M. Rocklage, the managing members of 5AM Partners II, LLC, and Mr. Colella, an assignee of 5AM Partners II, LLC, have shared voting and investment power over the shares beneficially owned by 5AM Ventures II, L.P. As the managing members of 5AM Partners II, LLC, these individuals also have voting and investment power over 36,057 shares of common stock owned of record by 5AM Co-Investors II, L.P. 5AM Partners II, LLC is the general partner of both 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P.

(13)(10) Included in this amount are 881,955 shares of common stock owned of record by Alta BioEquitiesBioequities, L.P. and a 10-year warrant to purchase 25,250 shares of common stock at an exercise price of $4.24 per share held by Alta Bioequities, L.P. Alta Bioequities Management, LLC is the general partner of Alta BioEquities,Bioequities, L.P. Daniel Janney is the Managing Director of Alta BioEquities Management, LLC. and has voting and investment power over the shares beneficially owned by Alta BioEquities, L.P. Voting and investment power of these securities is held by Alta BioEquities, L.P.

(14) Stonepine Capital Management, LLC is the general partner of Stonepine Capital, L.P. Jon M. Plexico is the Managing Member of Stonepine CapitalBioequities Management, LLC and has voting and investment power over the shares beneficially owned by Stonepine Capital, L.P. Voting and investment power of these securities is held by Stonepine Capital,Alta Bioequities, L.P.

(15) Includes an aggregate

(11) Based on a Form 13G filed by Laurence W. Lytton with the Securities and Exchange Commission on June 24, 2016, reporting Mr. Lytton’s direct ownership of (i) 18,882,000600,000 shares of common stock (ii)acquired on June 14, 2016.

(12) RTW Investments, LLC is the right to purchase up to 304,260 sharesinvestment manager of common stock underlying 10-year options having an exercise priceRTW Master Fund, Ltd. Roderick Wong is the Managing Member of $1.24 per share, (iii) the right to purchase up to 1,811 shares of common stock underlying a 10-year option having an exercise price of $7.45 per share, (iv) the right to purchase up to 306,071 shares of common stock underlying 10-year options having an exercise price of $7.45 per share, (v) the right to purchase up to 1,500 shares of common stock underlying a 10-year option having an exercise price of $12 per share, (vi) the right to purchase up to 2,250 shares of common stock underlying a 10-year option having an exercise price of $14 per share, (vii) the right to purchase up to 1,400 shares of common stock underlying a 10-year option having an exercise price of $17 per share, (viii) the right to purchase up to 31,810 shares of common stock underlying a 10-year option having an exercise price of $9 per share, (ix) 10-year warrants to purchase up to 631,687 shares of common stock at an exercise price of $0.50 per share,RTW Investments, LLC and (x) the right to purchase up to 536,211 shares of common stock underlying 10-year options having an exercise price of $0.60 per share. Excludes 1,508,527 shares of common stock underlying options that will not vest within 60 days of June 19, 2015.

(16) Roderick Wong has sole voting and investment power over the shares beneficially owned by RTW Master Fund, Ltd.

(17) Wexford Capital LP is a manager of Wexford Spectrum Investors LLC. Wexford Capital LP, Wexford GP LLC, Charles E. Davidson and Joseph M. Jacobs have shared voting and investment power over the shares beneficially owned by Wexford Spectrum Investors LLC.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Review, Approval or Ratification of Transactions with Related Persons.

The Board of Directors reviews issues involving potential conflicts of interest, and reviews and approves all related party transactions, including those required to be disclosed as a “related party” transaction under applicable federal securities laws. The Board has not adopted any specific procedures for conducting reviews of potential conflicts of interest and considers each transaction in light of the specific facts and circumstances presented. However, to the extent a potential related party transaction is presented to the Board, the Company expects that the Board would become fully informed regarding the potential transaction and the interests of the related party, and would have the opportunity to deliberate outside of the presence of the related party. The Company expects that the Board would only approve a related party transaction that was in the best interests of the Company, and further would seek to ensure that any completed related party transaction was on terms no less favorable to the Company than could be obtained in a transaction with an unaffiliated third party. Other than as described below, no transaction requiring disclosure under applicable federal securities laws occurred from January 1, 2014 through the date of this proxy statement that was submitted to the Board of Directors for approval as a “related party” transaction.

Related Party Transactions

Securities and Exchange Commission regulations define the related person transactions that require disclosure to include any transaction, arrangement or relationship in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years in which we were or are to be a participant and in which a related person had or will have a direct or indirect material interest. A related person is: (i) an executive officer, director or director nominee, (ii) a beneficial owner of more than 5% of our common stock, (iii) an immediate family member of an executive officer, director or director nominee or beneficial owner of more than 5% of our common stock, or (iv) any entity that is owned or controlled by any of the foregoing persons or in which any of the foregoing persons has a substantial ownership interest or control.

For the period from January 1, 2014 through the date of this proxy statement (the “Reporting Period”), described below are certain transactions or series of transactions between us and certain related persons.

Employment and Consulting Agreements

Refer to the discussion under the heading “Employment Agreements and Arrangements” beginning on page 1516 of this proxy statement, which is incorporated herein by reference.

Related Party Warrants

On April 16, 2012, pursuant to that certain Note and Warrant Purchase Agreement dated November 30, 2011, as amended by that certain Amendment No. 1 to the Note and Warrant Purchase Agreement on January 27, 2012, as amended by that certain Second Amendment to the Note and Warrant Purchase Agreement on March 7, 2012, (collectively, the 2011-12 Note and Warrant Purchase Agreement), Viveve, Inc. issued ten (10) year warrants to purchase 2,000,001, 1,924,079250,001, 240,510 and 75,9209,490 shares of Series B Preferred Stock at an exercise price of $0.05$0.40 per share to GBS Venture Partners LimitedPty Ltd., as trustee for GBS BioVentures III (“GBS”), 5AM Ventures II, LPL.P. (“5AM Ventures”) and 5AM Co-Investors II, LPL.P. (“5AM Co-Investors” and together with 5AM Ventures, the “5AM Parties”), respectively (collectively, the “2012 Series B Warrants”). Brigitte Smith, a member of our Board, of Directors, is the managing partner of GBS. Mark Colella, a former member of our Board, of Directors, is a principal of the 5AM Parties.

The 2012 Series B Warrants were terminated and cancelled in full pursuant to the terms and conditions of a Warrant Termination Agreement, dated May 9, 2014, by and between Viveve, Inc. and 5AM Ventures II, a Warrant Termination Agreement, dated May 9, 2014, by and between Viveve, Inc. and 5AM Co-Investors II and a Warrant Termination Agreement, dated May 9, 2014, by and between Viveve, Inc. and GBS. In accordance with the terms of the respective warrant termination agreements, GBS and the 5AM Parties acknowledged and agreed that the benefits received from the closing of the Merger,merger with PLC Systems Acquisition Corporation, which was completed on September 23, 2014, including the portion of the merger consideration issued to each such party in accordance with the terms of the merger agreement, constituted full and fair consideration to terminate and cancel the 2012 Series B Warrants. The cancellation of the 2012 Series B Warrants was accounted for as part of the Merger transaction and no gain was recorded in the statement of operations.

Related Party Convertible Bridge Notes

Viveve, Inc. entered into that certain Note Purchase Agreement dated as of November 20, 2012, as amended by that certain Amendment No. 1 to the Note Purchase Agreement on February 13, 2013, pursuant to which it issued convertible promissory notes in the aggregate principal amount of $1,000,000 (the “2012 Bridge Notes”) to GBS and the 5AM Parties. The 2012 Bridge Notes accrued interest at an annual rate of 8% and matured on the earlier of (i) the date upon which the majority note holders demand repayment after May 15, 2013 or (ii) the date of the closing of a qualified financing in which Viveve, Inc. (or, in the event of a reverse merger into a public shell company, the shell company) issues equity securities for gross proceeds of not less than $5,000,000 (the “Qualified Financing”) (excluding the aggregate amount of debt securities converted into shares of equity securities upon conversion of the 2012 Bridge Notes). Upon the closing of a Qualified Financing prior to the maturity date, all outstanding principal and unpaid accrued interest under the 2012 Bridge Notes were to automatically convert into that certain number of shares of equity securities equal to the principal and unpaid accrued interest divided by the per share purchase price of the shares sold in the Qualified Financing. On September 23, 2014, in conjunction with the Merger, we issued 1,707,339 shares of common stock to GBS and 1,707,339 shares of common stock to the 5AM Parties, representing 9.5% and 9.5%, respectively, of the common stock outstanding.

Viveve, Inc. entered into that certain Note Purchase Agreement dated as of February 13, 2013 pursuant to which it issued convertible promissory notes in the aggregate principal amount of $2,500,000 (the “February 2013 Bridge Notes”) to GBS and 5AM Ventures II in multiple closings occurring on February 13, February 20, March 13, March 27, April 26, 2013, June 13, August 9 and August 23, 2013. The February 2013 Bridge Notes accrued interest at an annual rate of 8% and were to mature on the earlier of (i) the date upon which the majority note holders demand repayment after August 13, 2013 or (ii) the closing of a Qualified Financing (excluding the aggregate amount of debt securities converted into shares of equity securities upon conversion of the February 2013 Bridge Notes and the 2012 Bridge Notes). Upon the closing of a Qualified Financing prior to the maturity date, the outstanding principal and unpaid accrued interest of each February 2013 Bridge Note was to automatically convert into that certain number of shares of equity securities equal to the principal and unpaid accrued interest divided by 80% of the per share purchase price of the shares sold in the Qualified Financing.

On September 27, 2013, Viveve, Inc. entered into a note purchase agreement pursuant to which it issued convertible promissory notes in the aggregate principal amount of $500,000 to 5AM Ventures II (the “September 2013 Bridge Notes”). The September 2013 Bridge Notes were intended as bridge financing to a planned alternative public offering (“APO”) in the third quarter of 2013. The September 2013 Bridge Notes accrued interest at 8% per annum and were to mature at the earlier of the date upon which the majority note holders demanded repayment after March 31, 2014 or the date of the closing of a qualified financing in which Viveve, Inc. would issue common or preferred stock for gross proceeds of not less than $5,000,000, excluding the conversion of the September 2013 Bridge Notes, the November 2012 Bridge Notes and the February 2013 Bridge Notes. The September 2013 Bridge Notes were to convert into the number of shares equal to the principal and unpaid accrued interest divided by the conversion price, which was defined as 70% of the purchase price in the qualified financing.

On November 12, 2013, Viveve, Inc. entered into a note purchase agreement pursuant to which it issued convertible promissory notes in the aggregate principal amount of $500,000 to 5AM Ventures II (the “November 2013 Bridge Notes”). The November 2013 Bridge Notes were intended as bridge financing to a planned APO in the fourth quarter of 2013. The November 2013 Bridge Notes accrued interest at 8% per annum and matured at the earlier of the date upon which the majority note holders demanded repayment after March 31, 2014 or the date of the closing of a qualified financing in which Viveve, Inc. would issue common or preferred stock for gross proceeds of not less than $5,000,000 excluding the conversion of the November 2013 Bridge Notes, the November 2012 Bridge Notes, the February 2013 Bridge Notes and the September 2013 Bridge Notes. The November 2013 Bridge Notes were to convert into the number of shares equal to the principal and unpaid accrued interest divided by the conversion price, which was defined as 70% of the purchase price in the qualified financing.

On December 27, 2013, Viveve, Inc. entered into a note purchase agreement pursuant to which it issued convertible promissory notes in the aggregate principal amount of $375,000 to 5AM Ventures II (the “December 2013 Bridge Notes”). The December 2013 Bridge Notes were intended as bridge financing to a planned APO in the first quarter of 2014. The December 2013 Bridge Notes accrued interest at 9% per annum and were to mature at the earlier of the date upon which the majority note holders demanded repayment after March 31, 2014 or the date of the closing of a qualified financing in which Viveve, Inc. would issue common or preferred stock for gross proceeds of not less than $5,000,000 excluding the conversion of the bridge notes. The December 2013 Bridge Notes were to convert into the number of shares equal to the principal and unpaid accrued interest divided by the conversion price, which is defined as 70% of the purchase price in the qualified financing.

On March 5, 2014, Viveve, Inc. entered into a note purchase agreement, as amended on May 9, 2014, and May 29, 2014 (the “March 2014 Note Purchase Agreement”) pursuant to which Viveve issued convertible promissory notes in the aggregate principal amount of $1,500,000 to certain investors, including 5AM Ventures II, GBS, and Alta Bioequities, L.P. (“Alta”). The notes accrued interest at 9% per annum and were exchanged for common stock in a private offering that was completed on September 23, 2014. Daniel Janney, a member of our Board, of Directors, is the managing director of Alta Bioequities, L.P.Alta.

In conjunction with the completion of the Merger,merger with PLC Systems Acquisition Corporation, all of the Bridge Notesconvertible notes issued to the 5AM Parties, which totaled $3,125,000 in principal amount, were cancelled in full in accordance with the terms and conditions of thecertain 5AM Note Termination Agreements while the Bridge Notesconvertible notes issued to GBS, which totaled $1,750,000 in principal amount, were cancelled in full in exchange for 943,596117,950 shares of our common stock in accordance with the terms and conditions of thethat certain GBS Note Exchange Agreement. The remaining Bridge Notes described aboveconvertible promissory notes issued to the 5AM Parties and GBS were exchanged for common stock in a private offering that was completed on September 23, 2014. In addition, upon the closing of the Merger,merger with PLC Systems Acquisition Corporation, outstanding warrants to purchase securities of Viveve, Inc. issued to GBS and the 5AM Parties including the 2012 Warrants, were also cancelled in accordance with the terms of those certain Warrant Termination Agreements, dated May 9, 2014.

Stock Issuances

On May 14, 2015, in connection with the closing of a private placement (the “May 2015 Private Placement”), we issued an aggregate of 6,256,756782,095 shares of common stock at $0.37$2.96 per share to certain related persons in accordance with the terms and conditions of that certain Securities Purchase Agreement by and between the Company and certain accredited investors, for aggregate proceeds of approximately $2,315,000 from such related persons. Among suchThe purchases includeincluded $6,000,000 from Stonepine Capital, L.P. (“Stonepine”), a holder of greater than 10% of theour outstanding shares, of the Company, $999,999.74 from Alta, Bioequities, L.P., $240,509.62 from 5AM Ventures II, $9,490.13 from 5AM Co-Investors II, $50,000.32 from Patricia Scheller, theour Chief Executive Officer, of the Company, $15,000.17 from Scott Durbin, theour Chief Financial Officer, of the Company, $749,999.99 from Charles Schwab & Co. Inc.an IRA established for the benefit of James Gregory Atkinson IRA Contributory Account# 1125-5459, of which James Atkinson, theour President and Chief Business Officer, of the Company, is the sole beneficiary, and $249,999.75 from the Atkinson Family Revocable Trust, of which James Atkinson is co-trustee.

On June 17, 2016, the Company closed its underwritten public offering (the “Offering”) of approximately 3,105,000 shares of common stock, including the exercise of the underwriters’ overallotment option, at a public offering price of $5.00 per share. Certain of our officers, directors and affiliates purchased an aggregate of 607,500 shares of common stock at $5.00 per share in the Offering. The purchases included $1,500,000 from Stonepine, a holder of greater than 10% of our outstanding shares of common stock, $1,000,000 from Alta, $500,000 from an IRA established for James Atkinson, our President and Chief Business Officer, $30,000 from Patricia Scheller, our Chief Executive Officer, and $7,500 from Scott Durbin, our Chief Financial Officer. The shares purchased by these related persons are subject to a lock-up provision for a period of 90 days following June 14, 2016, as required under a lock-up agreement with the underwriters.

Other Agreements

In connection with the May 2015 Private Placement, the Company entered into a certain letter agreement with Stonepine, Capital, L.P. (“Stonepine”), pursuant to which, for so long as Stonepine owns at least 15% of the Company’s outstanding equity securities, (a) Stonepine shall have the option, but not the obligation, to designate a Stonepine representative to serve on the Company’s Board, of Directors, subject to and in accordance with the Company’s charter and organizational documents and the Yukon Business Corporations Act (the “YBCA”);Act; and (b) the Company and its subsidiaries shall not contract with any party for any equity financing (including any debt financing with an equity component) or issue any equity securities of the Company or any subsidiary or securities convertible or exchangeable into or for equity securities of the Company or any subsidiary (including debt securities with an equity component) in any form (“Future Offerings”), unless it shall have first delivered to Stonepine written notice describing the proposed Future Offering and providing Stonepine an option to purchase up to its Aggregate Percentage (as hereafter defined) of the securities to be issued in such Future Offering. “Aggregate Percentage” at any time with respect to Stonepine shall meanmeans the percentage obtained by dividing (i) the aggregate number of shares of Common Stock initially issued to Stonepine pursuant to the Agreement by (ii) the aggregate number of shares of Common Stock outstanding, on a fully diluted basis, on the date of the Agreement.

Equity Grants to Board Members and Executive Officers

On May 11, 2016 and effective as of that date, the Company’s Board adopted the Independent Director Compensation Policy, as amended by Amendment No. 1 to the Independent Director Compensation Policy on July 11, 2016 (collectively, the “Policy”). Under the Policy, each independent director will be paid an annual retainer of $25,000, payable by the Company in quarterly installments in restricted stock awards (“RSAs”) to be issued pursuant to the Company’s 2013 Stock Option and Incentive Plan, as amended (the “2013 Plan”). An additional annual retainer of $7,500 in RSAs will be paid to Arlene Morris as Chair of the Compensation Committee. Daniel Janney will receive an annual retainer of $10,000 in RSAs as Chair of the Audit Committee and $5,000 in RSAs as Chair of the Governance and Nominating Committee. In addition, Brigitte Smith will receive an annual retainer of $15,000 in RSAs as the Chairperson of the Board. The independent directors will also be granted equity-based awards under the 2013 Plan, including (i) an initial award of options to purchase the Company’s common stock pursuant to the 2013 Plan (“Stock Options”) with a value at the time of issuance of two times the Subsequent Award (as defined below) in effect at the time of election (the “Initial Award”); and (ii) an annual award of Stock Options with a value at the time of issuance of approximately 0.035% of the outstanding shares of the Company’s common stock on a fully diluted basis (the “Subsequent Award”). The Initial Award and Subsequent Award will vest and become exercisable in 36 equal monthly installments beginning on the first day of the month following the date of grant. Independent directors will also be entitled to receive reimbursement for reasonable out-of-pocket travel expenses in accordance with the Company’s existing policies.

Pursuant to the Policy, the Board granted to each of the directors appointed on May 11, 2016, namely Ms. Bush, Ms. Morris and Ms. Jorn, together with Jon Plexico who was appointed as a director on March 14, 2016, a 10-year option to purchase 5,250 shares of the Company’s common stock at a price of $7.74 per share.

Report of the Audit Committee

The Audit Committee of the Board has:

In reliance on the review and discussions referred to above, the Audit Committee recommended to the Board that the consolidated financial statements audited by Burr Pilger Mayer, Inc. for the fiscal year ended December 31, 2015 be included in its Annual Report on Form 10-K for such fiscal year.

Audit Committee of the Board

Daniel Janney

Jon Plexico

Arlene Morris

Proposal 1 — –Election Of Directors

Nominees for Election

The following individuals, all of whom are currently serving on our Board of Directors, are nominated for election this year:year (listed in alphabetical order):

If a quorum is present at the Annual Meeting, then nominees will be elected by a majorityplurality of the votes cast on the resolution. There is no cumulative voting in the election of directors.

If elected, each of these individuals will serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. In the event that any nominee for any reason is unable to serve, or for good cause will not serve, the proxies will be voted for such substitute nominee as our Board of Directors may determine. We are not aware of any nominee who will be unable to serve, or for good cause will not serve, as a director.

Unless otherwise provided by law, any vacancy on the Board of Directors, except a vacancy created by an increase in the authorized number of directors or by a failure of the stockholders to elect the minimum number of directors, may be filled by the stockholders or by a majority of the directors then in office, but no less than a quorum.

The relevant experiences, qualifications, attributes or skills of each nominee that led our Board of Directors to recommend the above persons as a nomineethe nominees for director are described in the section entitled “Executive Officers, Directors, and Corporate Governance.”

The Board of Directors recommends a vote FOR“FOR” the election of each of the nominated directors.

PROPOSAL 2 – APPROVAL TO INCREASE NUMBER OF SHARES AVAILABLE FOR AWARDS UNDER THEVIVEVE MEDICAL, INC. AMENDED AND RESTATED 2013 EQUITYSTOCK OPTION AND INCENTIVE PLAN AS AMENDED

The Viveve Medical, Inc. 2013 Stock Option and Incentive Plan (the “Original Plan”) was originally adopted by the Board on April 22, 2013 and approved by the stockholders on June 6, 2013, as amended by the First Amendment to the Original Plan adopted by the Board on April 28, 20152014 and approved by the stockholders on September 18, 2014, as amended by the Second Amendment to the Original Plan adopted by the Board on June 4, 2015 and approved by the stockholders on July 22, 2015 (collectively, the "Plan"“2013 Plan”).

The Board believes that stock-based incentives are essential to attract and retain the services of individuals who are likely to make significant contributions to our success, to encourage ownership of our common stock by employees and directors, and to promote our success by providing both rewards for exceptional performance and long-term incentives for future contributions to the Company.

The 2013 Plan currently authorizes the issuance of up to 3,111,5871,262,500 shares of common stock (or approximately 6%11.9% of our outstanding shares at June 19, 2015)as of July 21, 2016). As of June 19, 2015, 2,983,848July 21, 2016, 1,128,485 of those shares have been issued or are subject to outstanding awards, leaving only 127,739134,015 shares available for future awards. The Board does not believe that the number of shares available for issuance under the Plan is sufficient in light of our compensation strategy and objectives. Accordingly, the Board is proposing to adopt the proposed Viveve Medical, Inc. Amended and Restated 2013 Stock Option and Incentive Plan (the “Plan”), to amend and restate the 2013 Plan in its entirety, and to increase the maximum number of shares reserved and available for awards under the Plan (the “Stock Issuable”) by 6,988,413737,500 shares, from 3,111,5871,262,500 to 10,100,000,2,000,000, increasing the percentage ratio of the amount of shares available under the Plan to approximately 16.0%18.9% of outstanding shares as of June 19, 2015,July 21, 2016. The Board is also proposing adding an “evergreen” provision to the Plan which will automatically increase annually, on the first day of each January during the term, the Stock Issuable by an amount equal to the lesser of (i) the number of shares that will increase the Stock Issuable by 4% of the total number of shares of common stock outstanding (on a fully diluted basis.basis) or (ii) an amount determined by the Board.

On June 19, 2015,July 21, 2016, the closing price of the Company’s common stock was $0.84.$4.90.

The Board recommends that stockholders approve the amendment of the Plan, a copy of which is attached hereto as Appendix A, (the “Amendment”), in order to allow the Company to continue to offer stock options and alternative equity awards to employees, directors and consultants as part of its overall compensation package. Set forth below is a description of the Plan. Our stockholders should read carefully the Amendment and the entire Plan, which is attached as Appendix B to this proxy statement, before voting on this proposal.Plan. 

Material Features of the Plan

The following is a summary of the material features of the Plan and its operation. The summary is qualified in its entirety by reference to the Plan as amended, as set forth in Appendix B.A.

General

The purposespurpose of the Plan areis to attractencourage and retainenable the best available personnel, to provide incentives to individuals who perform services toofficers, employees, directors and other key persons (including consultants and prospective employees) of the Company upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to alignacquire a proprietary interest in the Company in order to more closely identify their interests with those of such individuals with the interests of the Company’sour stockholders and to promotestrengthen their desire to remain with the success of the Company’s business. These incentives are providedCompany. This is done through the grant of stock options (both incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock restrictedawards, deferred stock units,awards and unrestricted stock awards as well as other types of awards, performance units, and performance shares, as the Plan Administrator (as defined below) may determine.

Authorized Shares

Subject to the adjustment provisions contained in the Plan, which includes the proposed “evergreen” provision, stockholders are being asked to approve 10,100,000an increase in the number of shares of Company Common Stockthe Company’s common stock reserved for issuance under the Plan.

If any award granted under the Plan expires or becomes unexercisable without having been exercised in full, or is forfeited(the “Stock Issuable”) to or repurchased by the Company, the expired, unexercised, forfeited or repurchased shares subject to such award will become available for future grant or sale under the Plan. With respect to the exercise of stock appreciation rights, the net number of shares covered by the portion of the exercised award will cease to be available under the Plan. If unvested shares of restricted stock, restricted stock units, performance shares or performance units are repurchased by or forfeited to the Company, such shares will become available for future grant under the Plan. Shares used to pay the tax and/or exercise price of an award will become available for future grant or sale under the Plan. Payment of cash rather than shares pursuant to an award will not result in reducing the number of shares available for issuance under the Plan.2,000,000 shares.

Adjustments to Shares Subject to the Plan

InThe Stock Issuable will automatically increase annually, on the first day of each January during the term, by an amount equal to the lesser of (i) the number of shares that will increase the Stock Issuable by 4% of the total number of shares of common stock outstanding (on a fully diluted basis) or (ii) an amount determined by the Board.

The Stock Issuable will be adjusted in the event of any reorganization, recapitalization, reclassification, stock dividend, or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the Company, or othersimilar change in the corporate structure affecting the Company’s Common Stock occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of shares that may be delivered under the Plan, and/or the number, class and price of shares of stock subject to outstanding awards, and the award grant limitations discussed above.

Limitations (including Non-Employee Directors Award Limitations)

The Plan contains annual grant limits intended to satisfy Section 162(m). Specifically, the initial value of any performance units issued to any one individual in any fiscal year of the Company pursuant to the Plan shall not exceed $1,000,000.

The Administrator will adjust the share limitations in this section in the event of any adjustment to the Company’s shares discussed above in the “Adjustment to Shares Subject to the Plan” section.

Additionally, subject to the terms of the Plan, the terms of outstanding awards may not be amended to reduce the exercise price of outstanding stock options or stock appreciation rights or cancel outstanding stock options or stock appreciation rights in exchange for cash, other awards or stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original options or stock appreciation rights without stockholder approval.capital stock.

Administration

The Board has delegated administration of the Plan to the Board’s Compensation Committee.Committee (the “Administrator”). The Board and the Compensation CommitteeAdministrator may further delegate administration of the Plan to any committeethe Chief Executive Officer with respect to the granting of Awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Board, or a committee of individuals satisfying applicable laws appointed by the Board in accordance with the terms of the Plan. For purposes of this summary of the Plan, the term “Administrator” will refer to the Board or any committee designated by the Board to administer the Plan. To make grants to certain officers and key employees of the Company, the members of the committee must qualify as “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934. In the case of awards intended to qualify for the performance-based compensation exemption under Section 162(m), administration must be by a committee comprised solely of two or more “outside directors”“covered employees” within the meaning of Section 162(m). of the Code.

Subject to the terms of the Plan, the Administrator has the sole discretion to select the service providersindividuals who will receive awards, to determine the type of award to be granted and the terms and conditions of such awards, to modify or amend eachincluding the number of Issuable Shares that will be covered by an award, (subject to the repricing restrictions of the Plan), including to accelerate vesting or waive forfeitureof an award, to determine and modify from time to time the terms and conditions of an award, including restrictions, not inconsistent with the terms of the Plan, to extend the time period during which options can be exercised and at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it deems advisable, to interpret the terms and provisions of the Plan and outstanding awards. The Administrator may allow a participantany award (including related written instruments), to defer the receipt of payment of cash or delivery of shares that otherwise would be due to such participant. The Administrator may make rules and regulations relating to sub-plans establishedall determinations it deems advisable for the purposeadministration of satisfying applicable foreign lawsthe Plan, to decide all disputes arising in connection with the Plan and may make all other determinations deemed necessary or advisable for administeringto otherwise supervise the Plan.

Notwithstandingadministration of the foregoing, the Administrator cannot institute, without prior stockholder approval, an exchange program whereby the exercise prices of outstanding awards may be reduced, outstanding awards may be surrendered or cancelled in exchange for awards with a higher or lower exercise price, or outstanding awards may be transferred to a third party.Plan.

Eligibility

Awards may be granted to service providersfull or part-time officers and other employees, non-employee directors and key persons (including consultants and prospective employees) of the Company, and employees and consultants of any parent or subsidiary corporation of the Company. Incentive stock options may be granted onlyas selected from time to employees who, as of the time of grant, are employees of the Company or any parent or subsidiary corporation of the Company.

Stock Options

Each option granted under the Plan will be evidenced by a written or electronic agreement between the Company and a participant specifying the number of shares subject to the option and the other terms and conditions of the option, consistent with the requirements of the Plan.

The exercise price per share of each option may not be less than the fair market value of a share of the Company’s Common Stock on the date of grant. However, any incentive stock option granted to a person who at the time of grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company (a “Ten Percent Stockholder”) must have an exercise price per share equal to at least 110% of the fair market value of a share on the date of grant. The aggregate fair market value of the shares (determined on the grant date) covered by incentive stock options which first become exercisable by any participant during any calendar year also may not exceed $100,000. Generally, the fair market value of the Common Stock is the closing sales price of our stock as reported on the OTCQB tier of the OTC Markets Group, Inc. or such other national securities exchange or automated inter-dealer quotation system on which the shares are listed.

The Plan provides that the Administrator will determine the acceptable form(s) of consideration for exercising an option. An option will be deemed exercised when the Company receives the notice of exercise and full payment for the shares to be exercised, together with applicable tax withholdings.

Options will be exercisable at such times or under such conditions as determined by the Administrator and set forth in the award agreement. The maximum term of an option will be specified in the award agreement, provided that options will have a maximum term of no more than ten (10) years, and provided further that an incentive stock option granted to a Ten Percent Stockholder must have a term not exceeding five (5) years.

The Administrator will determine and specify in each award agreement, and solely in its discretion, the period of post-termination exercise applicable to each option following the participant’s cessation of service with the Company. In the absence of such a determination by the Administrator, the participant generally will be able to exercise his or her option for (i) three (3) months following his or her cessation of service for reasons other than death or cause and (ii) one (1) year following his or her death (with all shares subject to the option becoming fully vested and exercisable); provided, however, that the option immediately will terminate upon a cessation of service for cause.

In addition, if the participant is terminated for cause, the Company has the option to repurchase at cost any shares previously acquired through the exercise of an option under the Plan.

Stock Appreciation Rights

A stock appreciation right gives a participant the right to receive the appreciation in the fair market value of Company Common Stock between the date of grant of the award and the date of its exercise. Each stock appreciation right granted under the Plan will be evidenced by a written or electronic agreement between the Company and the participant specifying the exercise price and the other terms and conditions of the award, consistent with the requirements of the Plan.

The exercise price per share of each stock appreciation right may not be less than the fair market value of a share on the date of grant. Upon exercise of a stock appreciation right, the holder of the award will be entitled to receive an amount determined by multiplying (i) the difference between the fair market value of a share on the date of exercise over the exercise price by (ii) the number of exercised shares. The Company may pay the appreciation in cash, in shares, or in some combination thereof. The term of a stock appreciation right will be no more than ten (10) years from the date of grant. The terms and conditions relating to the period of post-termination exercise and the Company repurchase rights with respect to options described above also apply to stock appreciation rights.

Restricted Stock Awards

Awards of restricted stock are rights to acquire or purchase shares, which vest in accordance with the terms and conditions established by the Administrator in its sole discretion. Each restricted stock award granted will be evidenced by a written or electronic agreement between the Company and the participant specifying the number of shares subject to the award and the other terms and conditions of the award, consistent with the requirements of the Plan. Restricted stock awards may be subject to vesting conditions as the Administrator specified, and the shares acquired may not be transferred by the participant until vested. Notwithstanding the foregoing, if the Administrator desires that the award qualify as performance-based compensation under Section 162(m), any restrictions will be based on a specified list of performance goals and certain other requirements (see “Performance Goals” below for more information).

Unless otherwise provided by the Administrator, a participant will forfeit any shares of restricted stock as to which the restrictions have not lapsed prior to the participant’s termination of service. In addition, if the participant is terminated for cause, the Company has the option to repurchase at cost any vested shares previously acquired through an award of restricted stock under the Plan.

Unless the Administrator provides otherwise, participants holding restricted stock will have the right to vote the shares and to receive any dividends paid, except that dividends or other distributions paid in shares will be subject to the same restrictions on transferability and forfeitability as the original award. The Administrator may, in its sole discretion, reduce or waive any restrictions and may accelerate the time at which any restrictions will lapse or be removed.

Restricted Stock Units

The Administrator may grant restricted stock units which represent a right to receive shares at a future date as set forth in the participant’s award agreement. Each restricted stock unit granted under the Plan will be evidenced by a written or electronic agreement between the Company and the participant specifying the number of shares subject to the award and other terms and conditions of the award, consistent with the requirements of the Plan.

Restricted stock units will result in a payment to a participant only if the performance goals or other vesting criteria the Administrator may establish are achieved or the awards otherwise vest. Notwithstanding the foregoing, if the Administrator desires that the award qualify as performance-based compensation under Section 162(m), any restrictions will be based on a specified list of performance goals and certain other requirements (see “Performance Goals” below for more information).

After the grant of a restricted stock unit award, the Administrator, in its sole discretion, may reduce or waive any restrictions or vesting criteria that must be met to receive a payout and may accelerate the time at which any restrictions will lapse or be removed. A participant will forfeit any unearned restricted stock units as of the date set forth in the award agreement. The Administrator in its sole discretion may pay earned restricted stock units in cash, shares of the Company’s Common Stock, or a combination of cash and shares.

Performance Units and Performance Shares

Performance units and performance shares may also be granted under the Plan. Each award of performance units or shares granted under the Plan will be evidenced by a written or electronic agreement between the Company and the participant specifying the performance period and other terms and conditions of the award, consistent with the requirements of the Plan. Performance units and performance shares will result in a payment to a participant only if the performance goals or other vesting criteria the Administrator may establish are achieved or the awards otherwise vest.

Earned performance units and performance shares will be paid, in the sole discretion of the Administrator, in the form of cash, shares (which will have an aggregate fair market value equal to the earned performance units or shares at the close of the applicable performance period), or in a combination thereof. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator, in its discretion. Notwithstanding the foregoing, if the Administrator desires that the award qualify as performance-based compensation under Section 162(m), any restrictions will be based on a specified list of performance goals and certain other requirements (see “Performance Goals” below for more information).

After the grant of a performance unit or performance share, the Administrator, in its sole discretion, may accelerate, reduce or waive any performance objectives or other vesting provisions for such performance units or shares. Performance units will have an initial value established by the Administrator on or before the date of grant. Each performance share will have an initial value equal to the fair market value of a share on the grant date. A participant will forfeit any performance shares or units that are unearned or unvested as of the date set forth in the award agreement.

Performance Goals

The granting and/or vesting of awards of Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units, and other incentives under the Plan may be made subject to the attainment of performance goals relating to one or more business criteria within the meaning of Section 162(m) and may provide for a targeted level or levels of achievement (“performance goals”) including: earnings before interest, taxes, depreciation and amortization (EBITDA), earnings before taxes and net earnings, earnings per share, gross margin, new product development or innovation, net income, operating income, quality, operating margin, return on capital, return on equity, revenue, revenue growth, and total stockholder return. The performance goals may differ from participant to participant and from award to award. Any criteria used may be measured (as applicable), in absolute terms, in combination with another performance goal or goals (for example, as a ratio or matrix), in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), on a per-share or per-capita basis, against the performance of the Company as a whole or a segment of the Company (including, but not limited to, any combination of the Company and any subsidiary, division, joint venture, affiliate, and/or other segment), and/or on a pre-tax or after-tax basis. Prior to latest date by which would meet the requirements under Section 162(m), the Administrator will determine whether any significant element(s) or item(s) will be included or excluded from the calculation of performance goals with respect to any award recipient. As determined in the discretion of the Administrator latest date by which would meet the requirements under Section 162(m), achievement of performance goals for a particular award may be calculated in accordance with GAAP, or on a basis other than GAAP.

To the extent necessary to comply with the performance-based compensation provisions of Section 162(m), with respect to any award granted subject to performance goals, and no later than the latest possible date that could be used and still comply with the performance-based compensation provisions of Section 162(m), the Administrator will, in writing: (i) designate one or more participants, who would be considered a “covered employee” within the meaning of Code Section 162(m), to whom an award will be made, (ii) select the performance goals applicable to the performance period, (iii) establish the performance goals, and amounts or methods of computation of the awards which may be earned for the performance period, and (iv) specify the relationship between performance goals and the amounts or methods of computation of such awards, as applicable, to be earned by each participant for such performance period. Following the completion of each performance period, the Administrator will certify in writing whether the applicable performance goals have been achieved for such performance period. In determining the amounts earned by a participant, the Administrator may reduce or eliminate (but not increase) the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the performance period. A participant will be eligible to receive payment pursuant to an award for a performance period only if the performance goals for such period are achieved.

Transferability of Awards

Unless determined otherwise by the Administrator, awards granted under the Plan generally are not transferable other than by will or by the laws of descent or distribution, and all rights with respect to an award granted to a participant generally will be available during a participant’s lifetime only to the participant.

Dissolution or LiquidationCorporate Events

In the case of and subject to the consummation of (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation in which the outstanding shares of common stock are converted into or exchanged for a different kind of securities of the successor entity and the holders of the Company’s outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iv) the sale of all of the common stock of the Company to an unrelated person or entity (in each case, a “Sale Event”), the Plan and all outstanding awards shall terminate, unless provision is made in connection with the Sale Event in the sole discretion of the parties thereto for the assumption or continuation of the awards by the successor entity, or the substitution of the awards with new awards of the successor entity, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree. In the event of the Company’s proposed dissolution or liquidation, the Administrator will notify each participant as soon as practicablesuch termination, all options and stock appreciation rights that are not exercisable immediately prior to the effective datetime of such proposed transaction. Anthe Sale Event shall become fully exercisable as of the effective time of the Sale Event and all other awards shall become fully vested and nonforfeitable as of the effective time of the Sale Event, except as the Administrator may otherwise specify with respect to particular awards in the relevant award will terminate immediatelydocumentation, and each grantee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding options and stock appreciation rights held by such proposed action tograntee, including those that will become exercisable upon the extentconsummation of the award has not been previously exercised.Sale Event.

Change in Control

The Plan provides that, in the event of a merger or a “change in control” (as defined in the Plan), each award will be treated as the Administrator determines, including that each award be assumed or substantially equivalent awards substituted by the acquiring or succeeding corporation or its affiliate. The Administrator will not be required to treat all outstanding awards the same in the transaction.

If the successor corporation does not assume or substitute for the award, the participant will fully vest in and have the right to exercise all of his or her outstanding options and stock appreciation rights, all restrictions on restricted stock will lapse, and, with respect to restricted stock units, performance shares, and performance units, all performance goals or other vesting criteria will be deemed achieved target levels and all other terms and conditions met. In addition, if an option or stock appreciation right is not assumed or substituted for, the Administrator will notify the participant in writing or electronically that the option or stock appreciation right will be fully vested and exercisable for a period of time determined by the Administrator in its sole discretion, and the option or stock appreciation right will terminate upon the expiration of such period.

If the successor corporation assumes or substitutes outstanding awards held by a non-employee director and the non-employee director ceases to be a director prior to or on the closing of the merger or change in control or within twelve months following the merger or change in control, then his or her options and stock appreciation rights will fully vest and become immediately exercisable. In addition, all restrictions on restricted stock, restricted stock units, performance shares, or performance units held by such non-employee director will lapse, and all performance goals or other vesting requirements will be deemed achieved at 100%, and all other terms and conditions met.

Termination or Amendment

The Plan will automatically terminate ten (10) years from the date of its adoption by the Board unless terminated at an earlier time by the Board. The Administrator may, amend, alter, suspend or terminate the Plan at any time, provided that no amendment may be made without stockholder approval toamend or discontinue the extent approval is necessary or desirable to comply with any applicable laws. No amendment, alteration, suspension or termination may impair the rights of any participant unless mutually agreed otherwise between the participantPlan and the Administrator.Administrator may, at any time, amend or cancel any outstanding award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding award without the holder’s consent. Except as otherwise provided in the Plan, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding stock options or stock appreciation rights or effect repricing through cancellation and re-grants or by exchanging a stock option or stock appreciation right for any other award. Plan amendments will be subject to approval by the stockholders entitled to vote at a meeting of stockholders.

Federal Income Tax Consequences of the Plan

The federal income tax consequences of grants under the Plan will depend on the type of grant. The following description provides only a general description of the application of federal income tax laws to grants of stock options under the Plan. This discussion is intended for the information of stockholders considering how to vote at the Annual Meeting and not as tax guidance to grantees, as the consequences may vary with the typesrecipients of grants made, the identity of the grantees and the method of payment or settlement.stock options. The summary does not address the effects of other federal taxes (including possible “golden parachute” excise taxes) or taxes imposed under state, local, or foreign tax laws.

From the grantees’ standpoint, as a general rule, ordinary income will be recognized at the time of delivery of shares of our common stock or payment of cash under the Plan. Future appreciation on shares of our common stock held beyond the ordinary income recognition event will be taxable as capital gain when the shares of our common stock are sold. The tax rate applicable to capital gain will depend upon how long the grantee holds the shares. We, as a general rule, will be entitled to a tax deduction that corresponds in time and amount to the ordinary income recognized by the grantee, and we will not be entitled to any tax deduction with respect to capital gain income recognized by the grantee.

Exceptions to these general rules arise under the following circumstances:

Section 162(m) of the Code generally disallows a publicly held corporation’s tax deduction for compensation paid to its chief executive officer or certain other officers in excess of $1 million in any year. Qualified performance-based compensation is excluded from the $1 million deductibility limit, and therefore remains fully deductible by the corporation that pays it. We intend that options and SARs granted under the Plan will be qualified performance-based compensation. Stock units, stock awards, dividend equivalents, and other stock-based awards granted under the Plan may be designated as qualified performance-based compensation if the Administrator conditions such grants on the achievement of specific performance goals in accordance with the requirements of section 162(m) of the Code.

We have the right to require that grantees pay to us an amount necessary for us to satisfy our federal, state or local tax withholding obligations with respect to grants. We may withhold from other amounts payable to a grantee an amount necessary to satisfy these obligations. The Administrator may permit a grantee to satisfy our withholding obligation with respect to grants paid in shares of our common stock by having shares withheld, at the time the grants become taxable, provided that the number of shares withheld does not exceed the individual’s minimum applicable withholding tax rate for federal, state and local tax liabilities.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECTS OF FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY WITH RESPECT TO STOCK OPTION AWARDS UNDER THE INCENTIVE PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

The following table sets forth information about the 2013 Plan as of December 31, 2015:

Vote Required and Recommendation

The affirmative vote of the holders of a majority of the shares of common stock voted on the proposal and represented at the Annual Meeting in person or by proxy is required to approve the amendment to theViveve Medical, Inc. Amended and Restated 2013 Stock Option and Incentive Plan.

The Board of Directors recommends that you vote“FOR”anamendment to “FOR” approval of the Viveve Medical, Inc. Amended and Restated 2013 Stock Option and Incentive Planincreasing (the “Plan”), that will (i) increase the maximum number of shares of common stock reserved and available for awards under the Plan (the “Stock Issuable”) from 3,111,5871,262,500 shares to a total of 10,100,0002,000,000 shares and (ii) add an “evergreen” provision automatically increasing annually,. on the first day of each January during the term

Report, the Stock Issuable by an amount equal to the lesser of (i) the number of shares that will increase the Stock Issuable by 4% of the Audit Committee

The Audit Committeetotal number of shares of common stock outstanding (on a fully diluted basis) or (ii) an amount determined by the Board has:

In reliance on the review and discussions referred to above, the Audit Committee recommended to the Board that the consolidated financial statements audited by Burr Pilger Mayer, Inc. for the fiscal year ended December 31, 2014 be included in its Annual Report on Form 10-K for such fiscal year.

Audit Committee of the Board

Mark Colella

Carl Simpson

Daniel Janney

Directors. 

Proposal 3 – Ratification of Appointment
of Independent Registered Public Accounting Firm

The Audit Committee of the Board has appointed Burr Pilger Mayer, Inc. (“BPM”) as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2015.2016. BPM has served as our independent registered public accounting firm since 2014.

Effective September 23, 2014, McGladrey LLP (“McGladrey”) resigned from the Company as its independent registered public accounting firm as a result of the Merger,merger with PLC Acquisition Corporation, which the Board accepted.

Neither the report of McGladrey for the years ended December 31, 2012 and 2013 (the “Audited Years”), nor subsequent interim periods contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Company's audited financial statements in its Annual Report on Form 10-K for the years ended December 31, 2012 and 2013Audited Years contained a going concern qualification. The Company has had no disagreements with McGladrey whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to McGladrey’s satisfaction would have caused them to make reference to the subject matter of the disagreement in connection with their reports on our financial statements.

There were no disagreements or other “reportable events” as that term is described in Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively, of Regulation S-K, occurring within the Company’s two most recent fiscal yearsAudited Years and the subsequent interim periods through the date of dismissal.

On September 23, 2014, following stockholder approval at an annual meeting in connection with the Merger,merger with PLC Systems Acquisition Corporation, the Company engaged BPM as its independent registered public accounting firm. During the fiscal year ended December 31, 2013 and the interim periods preceding the engagement, the Company did not consult BPM regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

Stockholder ratification of the selection of BPM as our independent registered public accounting firm is not required by our Bylaws or the Yukon Business Corporations Act.Delaware General Corporation Law. The Board seeks such ratification as a matter of good corporate practice. Should the stockholders fail to ratify the selection of BPM as our independent registered public accounting firm, the Board will reconsider whether to retain that firm for fiscal year 2015.2016. In making its recommendation to the Board that stockholders ratify the appointment of BPM as our independent registered public accounting firm for the fiscal year ending December 31, 2015,2016, the Audit Committee considered whether BPM’s provision of non-audit services is compatible with maintaining the independence of our independent registered public accounting firm. The Audit Committee pre-approved the audit fees, audit-related fees, tax fees and all other fees described below in accordance with our pre-approval policy and believes such fees are compatible with the independence of Marcum.BPM.

Audit Fees. Represents fees for professional services provided for the audit of our annual financial statements, services that are performed to comply with generally accepted auditing standards, and review of our financial statements included in our quarterly reports and services in connection with statutory and regulatory filings.

Audit-Related Fees. Represents the fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. The Audit Committee considers BPM to be well qualified to serve as our independent public accountants.

Tax Fees. Represents professional services rendered for tax compliance, tax advice and tax planning.

All Other Fees. BPM was paid no other fees for professional services during the fiscal years ended December 31, 20142015 and 2013.2014.

Pre-approval Policies and Procedures

The Audit Committee is required to review and approve in advance the retention of the independent auditors for the performance of all audit and lawfully permitted non-audit services and the fees for such services. The Audit Committee may delegate to one or more of its members the authority to grant pre-approvals for the performance of non-audit services, and any such Audit Committee member who pre-approves a non-audit service must report the pre-approval to the full Audit Committee at its next scheduled meeting. The Audit Committee is required to periodically notify the Board of their approvals. The required pre-approval policies and procedures were complied with during 2014.2015.

Burr Pilger Mayer, Inc. Representatives at Annual Meeting

We expect that representatives of BPM will be physically present or available via phone at the Annual Meeting. They will be given the opportunity to make a statement if they desire to do so, and they will be available to respond to appropriate questions after the meeting.

Vote Required and Recommendation

The affirmative vote of the holders of a majority of the shares of common stock voted on the proposal and represented at the Annual Meeting in person or by proxy is required to approve this proposal.

The Board recommends that stockholders vote “FOR” ratification of the appointment of Burr Pilger Mayer, Inc. as our independent registered public accounting firm for the fiscal year ending December 31, 2015 as described in this Proposal 3.2016.

Proposal 4 – APPROVAL OF A SHARE CONSOLIDATION (REVERSE SPLIT)

OF THE COMMON STOCK OF THE COMPANY NON-BINDING ADVISORY PROPOSAL REGARDING EXECUTIVE COMPENSATION

The Company is asking the stockholders to approve a share consolidation (or reverse split)As required by Section 14A of the common stockExchange Act, we are providing our stockholders with the opportunity to cast a non-binding advisory vote on the compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion beginning on page 14 of this proxy statement. We believe that it is appropriate to seek the views of our stockholders on the design and effectiveness of the Company atCompany’s executive compensation program.

Our executive compensation policy is intended to further our interests, as well as those of our stockholders, by encouraging growth of our business through securing, retaining and motivating executives of a ratio of uphigh caliber who possess the skills necessary for our development and growth. We believe that it achieves these goals by (i) offering competitive base salaries to 1-for-10, which ratio shall be determined by the named executive officers and (ii) offering the named executive officers participation in equity compensation plans.

Our Board of Directors in its sole discretion, and effective as of a date no more than twelve months from the date of the Annual Meeting. The Board also may determine in its discretion not to effect any reverse stock split. No further action on the part of stockholders will be required to either implement or abandon the reverse stock split.

Board Discretion to Implement the Reverse Stock Split

The Board expects to implement the reverse stock split within twelve months following approval thereof. No further action on the part of stockholders will be required to either implement or abandon the reverse stock split. If Proposal 4 is approved by stockholders and the Board determines to implement the reverse stock split, the Company would communicate to the public, prior to the effective time of the reverse stock split, additional details regarding the reverse stock split (including the final reverse stock split ratio, as determined by the Board). The Board reserves its right to elect not to proceed with the reverse stock split if it determines, in its sole discretion, that the reverse stock split is no longer in the best interests of the Company or its stockholders.

Certain Risks Associated with the Reverse Stock Split

There can be no assurance that following the reverse stock split the market price of the Company’s common stock will increase in proportion to the reduction in the number of shares of the Company’s common stock issued and outstanding before the proposed reverse stock split or that the market price will not decline further following the reverse stock split. The total market capitalization of the Company’s common stock after the proposed reverse stock split may be lower than the total market capitalization before the proposed reverse stock split for reasons unrelated to the reverse stock split.

Impact of the Proposed Reverse Stock Split If Implemented

The reverse stock split would affect all of the Company’s stockholders uniformly and would not affect any stockholder’s percentage ownership interests or proportionate voting power. Furthermore, because the number of authorized shares of the Company’s common stock will be reduced on a proportionate basis, the reverse stock split will not increase the Board’s ability to issue authorized and unissued shares (proportionately to the issued and outstanding shares) without further stockholder action. The other principal effects of the reverse stock split will be that:

• the number of issued and outstanding shares of the Company’s common stock will be reduced proportionately based on the final reverse stock split ratio, as determined by the Board;

• the number of authorized shares of the Company’s common stock will be reduced proportionately based on the final reverse stock split ratio;

• based on the final reverse stock split ratio, the per share exercise price of all outstanding option awards will be increased proportionately and the number of shares of the Company’s common stock issuable upon the exercise of all outstanding option awards and the vesting of all unvested stock units (including restricted stock units) will be reduced proportionately. These adjustments will result in approximately the same aggregate exercise price being required to be paid for all outstanding option awards upon exercise, although the aggregate number of shares issuable upon the exercise of such option awards will be reduced proportionately following the reverse stock split; and

• the number of shares reserved for issuance and any maximum number of shares with respect to which equity awards may be granted to any participant under the Company’s equity-based compensation plans will be reduced proportionately based on the final reverse stock split ratio.

Although the number of outstanding shares of the Company’s common stock would decrease following the proposed reverse stock split, the Board does not intend for the reverse stock split to be the first step in a ‘‘going private transaction’’ within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’).

The following table reflects the number of shares of common stock that would be outstanding as a result of the reverse stock split and the approximate percentage reduction in the number of outstanding shares based on approximately 51,339,764 shares of common stock issued and outstanding as of June 19, 2015.

Effect of Reverse Stock Split and Potential Anti-Takeover Effect

Management does not anticipate that our financial condition, the percentage ownership of the Company’s common stock by management, the number ofencourages our stockholders or any aspect of our business will materially change as a result of the reverse stock split. Because the reverse stock split will apply to all issued and outstanding shares of common stock and outstanding rights to purchase common stock or to convert other securities into common stock, the proposed reverse stock split will not alter the relative rights and preferences of existing stockholders. However, as noted above, the number of authorized shares of common stock will remain unlimited, but the number of shares of common stock outstanding will be decreased.

The decrease in our outstanding shares will not be used by management to make it more difficult or to discourage a future merger, tender offer or proxy contest or the removal of incumbent management. This proposal is not the result of management’s knowledge of an effort to accumulate our securities or to obtain control of the Company by means of a merger, tender offer, solicitation or otherwise.

Neither our Articles of Continuance nor our bylaws presently contain any provisions having anti-takeover effects and this proposal is not a plan by management to adopt a series of amendments to our Articles of Continuance or bylaws to institute anti-takeover provisions. We do not presently have any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences.

There are no rules or practices on any stock exchange that permit such exchange to reserve the right to refuse to list or to de-list any stock which completes a reverse stock split.

Fractional Shares

Stockholders will not receive fractional post-reverse stock split shares in connection with the reverse stock split. Instead, any fractional shares will be rounded up to the nearest whole number.

Effect on Registered and Beneficial Stockholders

Upon the reverse stock split, we intend to treat stockholders holding shares of the Company’s common stock in “street name” (that is, held through a brokerage firm, bank, broker-dealer, or other similar organization) in the same manner as stockholders whose shares of the Company’s common stock are registered in their names with our transfer agent. Brokerage firms, banks, broker-dealers, and other similar organizations will be instructed to effect the reverse stock split for their beneficial holders holding shares of the Company’s common stock in “street name;” however, these organizations may apply their own specific procedures for processing the reverse stock split. If you hold your shares of the Company’s common stock in “street name,” and if you have any questions in this regard, we encourage you to contact your broker or other nominee.

Effect on Registered “Book-Entry Stockholders

The Company’s registered stockholders may hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not have stock certificates evidencing their ownership of the Company’s common stock. They are, however, provided with a statement reflecting the number of shares of the Company’s common stock registered in their accounts.

• If you hold registered shares of the Company’s common stock in book-entry form, you do not need to take any action to receive your post-reverse stock split shares of the Company’s common stock in registered book-entry form.

• If you are entitled to post-reverse stock split shares of the Company’s common stock, a transaction statement will automatically be sent to your address of record by our transfer agent as soon as practicable after the effective time of the reverse stock split indicating the number of shares of the Company’s common stock you hold.

Effect on Registered Certificated Shares

Some registered stockholders hold their shares of the Company’s common stock in certificate form or a combination of certificate and book- entry form. If any of your shares of the Company’s common stock are held in certificate form, you will receive a transmittal letter from the Company’s transfer agent as soon as practicable after the effective time of the reverse stock split. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate representing the pre-reverse stock split shares of the Company’s common stock for a statement of holding. When you submit your certificate representing the pre-reverse stock split shares of the Company’s common stock, your post-reverse stock split shares of the Company’s common stock will be held electronically in book-entry form. This means that, instead of receiving a new stock certificate, you will receive a statement of holding that indicates the number of post-reverse stock split shares of the Company’s common stock you own in book-entry form that are registered in your name with our transfer agent. The Company will no longer issue physical stock certificates unless you make a specific request for a share certificate representing your post-reverse stock split ownership interest. Beginning on the effective time of the reverse stock split, each certificate representing pre-reverse stock split shares will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares.

STOCKHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Approval of Reverse Stock Split

At the Annual Meeting, the Board will ask stockholders to consider and, if deemed advisable, to approve the following special resolution (the “Reverse Split Resolution”):

BE IT RESOLVED, that a share consolidation, otherwise referred to as a “reverse split”, of the Company’s common stock, at a ratio of up to 1-for-10 (the “Ratio”), which exact Ratio may be determined by the Company, in its sole discretion (the “Reverse Split”), is hereby authorized, adopted, and approved in all respects; and be it furtherresolution:

RESOLVED, that the Reverse Split may be effected at any time priorcompensation paid to the next annualCompany’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and special meeting of stockholders and at such Ratio as determined by the Company; provided, however, that the Company may in its sole and absolute discretion elect not to proceed with the Reverse Split; and be it furthernarrative discussion is hereby APPROVED.

RESOLVED, thatAs an advisory vote, this proposal is not binding upon the appropriate officers ofCompany. However, the Company be,Compensation Committee, which is responsible for designing and each of them hereby is, authorized, toadministering our executive compensation program, values the opinions expressed by stockholders in their vote on this proposal, and therefore will take all such steps as shall be necessary to effect the Reverse Split.

Procedure for Effecting Reverse Stock Split

If the stockholders approve this Proposal 4vote into consideration when evaluating our compensation programs and the Board decides to implement the reverse stock split, the reverse stock split will become effective at such time, if at all, as determined by the Board in its sole discretion. Beginning on the effective time of the reverse stock split, each certificate representing pre-reverse stock split shares of the Company’s common stock will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares of the Company’s common stock.

Certain U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion is a general summary of certain U.S. federal income tax consequences of the reverse stock split that may be relevant to U.S. Holders (as defined below) of our common stock, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and anypractices applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder (the “Treasury Regulations”), judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (“IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a holder of our common stock. We have not sought and will not seek an opinion of counsel or any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the reverse stock split.

This discussion is limited to holders that hold our common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income tax consequences relevant to such holders’ particular circumstances, including the impact of the tax on net investment income imposed by Section 1411 of the Code. In addition, it does not address consequences relevant to holders subject to particular rules, including, without limitation:

• persons that are not U.S. Holders (as defined below);

• persons subject to the alternative minimum tax;named executive officers.

• U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

• persons holding our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

• banks, insurance companies or other financial institutions;

• real estate investment trusts or regulated investment companies;

• brokers, dealers or traders in securities;

• S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

• tax-exempt organizations or governmental organizations;

• persons deemed to sell our common stock under the constructive sale provisions of the Code;

• persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; and

• tax-qualified retirement plans.

If an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS TAX ADVICE. HOLDERS OF OUR COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT ARISING UNDER OTHER U.S. FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

For purposes of the discussion below, a “U.S. Holder” is a beneficial owner of shares of our common stock that for U.S. federal income tax purposes is or is treated as: (1) an individual who is a citizen or resident of the United States; (2) a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia; (3) an estate the income of which is subject to U.S. federal income tax regardless of its source; or (4) a trust that (a) is subject to the primary supervision of a U.S. court and the control of one of more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (b) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

The reverse stock split should constitute a “recapitalization” for U.S. federal income tax purposes. As a result, a U.S. Holder generally should not recognize gain or loss upon the reverse stock split, except with respect to cash received in lieu of a fractional share of our common stock, as discussed below. A U.S. Holder’s aggregate tax basis in the shares of our common stock received pursuant to the reverse stock split should equal the aggregate tax basis of the shares of our common stock surrendered (excluding any portion of such basis that is allocated to any fractional share of our common stock), and such U.S. Holder’s holding period in the shares of our common stock received should include the holding period in the shares of our common stock surrendered. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the shares of our common stock surrendered to the shares of our common stock received pursuant to the reverse stock split. Holders of shares of our common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

Information Reporting and BackupWithholding. A U.S. Holder (other than corporations and certain other exempt recipients) may be subject to information reporting and backup withholding when such holder receives cash in lieu of a fractional share of our common stock pursuant to the reverse stock split. A U.S. Holder will be subject to backup withholding if such holder is not otherwise exempt and such holder does not provide its taxpayer identification number in the manner required or otherwise fails to comply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the U.S. Holder’s federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Vote Required and Recommendation

This vote is advisory and not binding on the Company. The affirmative vote of the holders of a majority of the outstanding shares of our common stock having two-thirds of the votes castrepresented in person or by the holders of all of the shares of common stock present or represented by proxy and voting on such matter will be required for approval of this proposal.

The Board recommends that stockholders vote “FOR”the special resolution authorizing a reverse split of the common stock of the Company at a ratio of up to 1-for-10, which ratio shall be determined by the Board of Directors, in its sole discretion, at a later date as described in this Proposal 4.

Proposal 5 – APPROVAL TO REINCOROPRATE OR CONTINUE THE COMPANY

FROM A YUKON TERRITORY CORPORATION TO A DELAWARE CORPORATION

The Board recommends to the stockholders a proposal to authorize the Board, in its sole discretion, to continue the Company into the State of Delaware under the Delaware General Corporation Law (the “DGCL”) and to adopt charter documents of the Company that comply with the DGCL in connection therewith (the “Continuance”), should it determine such Continuance to be in the best interests of the Company and its stockholders. If our stockholders approve the Continuance to Delaware and the Board determines that it is in the best interests of the Company and its stockholders, we will accomplish the Continuance in compliance with the DGCL and the Yukon Business Corporations Act (the “YBCA”).

The Continuance would not involve any change in the business, properties, corporate headquarters or management of the Company. The officers of the Company immediately prior to the Continuance would serve as the officers of the Company following the Continuance, and the nominees elected to the Board at the Annual Meeting would serveis required to approve the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the members of the Board following the Continuance. There would be no change in the operations, assets, liabilities or obligations of the Company as a result of the Continuance. Other than the filings with the Yukon Registrar of Corporations (the “Yukon Registrar”)compensation tables and the Secretary of State of Delaware (as further described below) and the approval of the Continuance by the Company’s stockholders, there are no federal or state regulatory requirements that must be complied with or approvals that must be obtained in connection with the Continuance.

Upon the effectiveness of the Continuance, each outstanding share of the Company’s common stock would continue to be an outstanding share of the Company’s common stock as incorporated in Delaware. Existing stock certificate(s) of the Company would not need to be exchanged for new stock certificate (s), although each stockholder will have the option of doing so. At the same time, each outstanding option, right or warrant to acquire shares of common stock would continue to be an option, right or warrant to acquire an equal number of shares of common stock under the same terms and conditions. Furthermore, upon effectiveness of the Continuance, the Company would be governed by the Certificate of Incorporation, to be filed with the Secretary of State of Delaware in substantially the form attached hereto as Appendix C (the “Delaware Charter”), and by the Bylaws in substantially the form attached hereto as Appendix D (the “Delaware Bylaws” and together with the Delaware Charter, the “Delaware Governing Documents”). The Company’s current Articles of Continuance, as amended (the “Yukon Charter”) and Bylaws (the “Yukon Bylaws” and together with the Yukon Charter, the “Yukon Governing Documents”) would not be applicable to the Company following the consummation of the Continuance. Following the Continuance, the Company would be governed by the DGCL instead of the YBCA. Approval of the Continuance will constitute approval of the Delaware Charter and the Delaware Bylaws. The Board may determine, for any reason, that the consummation of the Continuance should be delayed or would be inadvisable or not in the best interests of the Company and its stockholders, as the case may be.

Principal Reasons for Continuance into Delawarenarrative discussion.

Corporate Law

As we plan for the future, the Board and management believe that it is essential to be able to draw upon well-established principles of corporate governance in making legal and business decisions. The prominence and predictability of Delaware corporate law provide a reliable foundation on which the Company’s governance decisions can be based. The Board believes that the stockholders would benefit from the responsiveness of the Delaware corporate law.

For many years, Delaware has followed a policy of encouraging incorporation in Delaware and, in furtherance of that policy, has been the leader in adopting, construing and implementing comprehensive, flexible corporate laws that are responsive to the legal and business needs of the corporations organized under Delaware law. To take advantage of Delaware’s flexible and responsive corporate laws, many corporations choose to incorporate initially in Delaware or choose to continue into Delaware, as the Company proposes to do. In general, the Board believes that Delaware provides a more appropriate and flexible corporate and legal environment in which to operate than currently exists in the Yukon Territory and that the Company and its stockholders would benefit from such an environment. The Board has considered the following benefits believed to be available to Delaware corporations:

Additionally, management believes that, as a Delaware corporation, the Company may be better able to continue to attract and retain qualified directors and officers than it would as a Yukon Territory corporation, in part, because Delaware law provides more predictability with respect to the issue of liability of directors and officers than does Yukon law. The increasing frequency of claims against directors and officers that are litigated has greatly expanded the risks to directors and officers of exercising their respective duties. The amount of time and money required to respond to and litigate such claims can be substantial. Although Yukon law and Delaware law both permit a corporation to include a provision in the corporation’s articles or certificate, as the case may be, of incorporation that in certain circumstances reduces or limits the monetary liability of directors for breaches of their fiduciary duty of care, Delaware law, as stated above, provides directors and officers with more predictability than does Yukon law and, therefore, provides directors and officers of a Delaware corporation with a greater degree of comfort as to their risk of liability than that afforded under Yukon law. As the Company plans for the future, the Board and management believe that it is essential to be able to draw upon well-established principles of corporate governance in making legal and business decisions. The prominence and predictability of Delaware corporate law provide a reliable foundation on which the Company’s governance decisions can be based.

Capital Raising

Delaware is a recognized and understood jurisdiction throughout the international financial community. The Company would be better positioned to raise capital both within and outside of the United States by being incorporated in Delaware. We believe that many international investment funds, sophisticated investors, and brokerage firms are more comfortable and more willing to invest in a Delaware corporation than in a corporation incorporated in another U.S. jurisdiction whose corporate laws may be less understood and perceived to be outdated and unresponsive to stockholder rights.

As the Company moves towards advancing its objectives, the Board believes that the Company may be best suited to pursue all available financing options in the best interests of its stockholders if the Company is incorporated in Delaware versus the Yukon Territory. The Board believes that the Continuance may represent a better opportunity for the Company to increase stockholder value.

Disadvantages of Continuance into Delaware

Despite the belief of the Board that the Continuance may be beneficial to our Company and our stockholders, the YBCA and the DGCL differ in some respects. On balance, we believe it may be more favorable for us to continue into Delaware, although the DGCL may not afford stockholders the same rights as the YBCA, including those described in detail in Appendix H.

Process for Continuance

The Company is considering Continuance from a Yukon Territory corporation into a Delaware corporation, which we sometimes refer to in this Proposal 5 as “DelawareCo,” with all of the assets, rights, privileges and powers of the Company prior to the Continuance, which we sometimes refer to in this Proposal 5 as “YukonCo,” and all property owned by YukonCo, all debts due to YukonCo, as well as all other causes of action belonging to YukonCo immediately prior to the Continuance, remaining vested in DelawareCo following the Continuance. DelawareCo would remain as the same entity following the Continuance. The directors and officers of YukonCo immediately prior to the Continuance would be the directors and officers of DelawareCo.

If this proposal is approved and the Board determines that it is in the best interests of the Company and its stockholders, the Continuance would become effective upon the filing of, and at the date and time specified in (as applicable) the Application for Authorization to Continue into Another Jurisdiction, filed with the Yukon Registrar in substantially the form attached hereto as Appendix F (the “Yukon Application for Continuance”), and the Certificate of Conversion in substantially the form attached hereto as Appendix E (the “Delaware Certificate of Conversion”) and the Delaware Charter, each as filed with the Secretary of State of Delaware, in each case upon acceptance thereof by the Yukon Registrar and the Secretary of State of Delaware. If this proposal is approved, it is anticipated that the Board may cause the Continuance to be effected within one year thereafter; provided, however, that the Board may determine, for any reason, that the consummation of the Continuance should be delayed or would be inadvisable or not in the best interests of the Company and its stockholders, as the case may be..

At the effective time of the Continuance each share of YukonCo common stock would automatically be converted into shares of common stock of DelawareCo. Following the effective time of the Continuance, any pre- Continuance shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, would automatically be exchanged for post- Continuance shares. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNLESS REQUESTED TO DO SO.

Approval of Continuance

At the Annual Meeting, the Board will ask stockholders to consider and, if deemed advisable, to approve the following special resolution (the “Continuance Resolution”):

BE IT RESOLVED, thatthe Continuance from Yukon Territory, Canada to the State of Delaware is hereby authorized and approved and the Company is hereby authorized to:

(i) apply to the Yukon Registrar of Corporations (the “Yukon Registrar”) to obtain approval for a continuance pursuant to section 191 of the Yukon Business Corporations Act (the “YBCA”);

(ii) apply to the Secretary of State of Delaware (the “Delaware Secretary of State”) to convert into a Delaware corporation pursuant to section 265 of the Delaware General Corporation Law (the “DGCL”); and

(iii) deliver a copy of a certificate of conversion and certificate of incorporation filed with the Delaware Secretary of State and request that the Yukon Registrar issue a certificate of discontinuance under section 191(6) of the YBCA; and be it further

RESOLVED, that,subject to the filing of such certificate of conversion and certificate of incorporation and without affecting the validity and existence of the Company by or under its current articles and Bylaws and any act done thereunder, the Company adopt, in accordance with the DGCL, a certificate of incorporation and bylaws in substitution for the current articles and Bylaws of the Company, in substantially the forms attached asAppendices C andD, respectively, and such Certificate of Incorporation and bylaws are hereby authorized and approved; and be it further

RESOLVED, any one or more of a group comprised of the directors and officers of the Company is hereby authorized for and on behalf of the Company to take all action, to do all things and to execute, under the common seal of the Company or otherwise, and to deliver or cause to be delivered in the name of and on behalf of the Company all documents and instruments as such directors or officers of the Company may deem necessary or advisable in connection with the matters referred to in the foregoing resolutions; and be it further

RESOLVED, that in the event that the Continuance has been duly approved by the stockholders of the Company, the Board may, in its sole discretion and without further approval of the stockholders of the Company, elect not to act on or carry out the Continuance and abandon the continuance application at any time prior to effecting the Continuance.

Dissenting Stockholders Rights

Registered stockholders are entitled to dissent from the Continuance Resolution in the manner provided in section 193 of the YBCA. Section 193 of the YBCA is reprinted in its entirety and attached to this Proxy Statement as Appendix G. Stockholders are not entitled to dissent with respect to any other matter that may be considered at the Annual Meeting.

A stockholder entitled to dissent under Section 193 and who complies with such section is entitled to be paid by the Company the fair value of the shares in respect of which the stockholder dissents, determined as of the close of business on the last business day before the day on which the resolution from which the stockholder dissents was adopted.

A dissenting stockholder may only claim under Section 193 with respect to all the shares of a class held by the dissenting stockholder or on behalf of any one beneficial owner and registered in the name of the dissenting stockholder. Fair value can be determined by an application to the Supreme Court of Yukon after the adoption of the Continuance Resolution by either the Company or a dissenting stockholder who has provided proper written notice under Section 193 of their objection to the Continuance Resolution. If such application is made the Company shall send to such dissenting stockholder a written offer to pay an amount considered by the directors of the Company to be fair value of the shares. A stockholder is not required to vote against the Continuance Resolution at the Annual Meeting to maintain its rights as a dissenting stockholder. However, a vote in favor of the Continuance Resolution by the dissenting stockholder will cause such stockholder to cease to be a dissenting stockholder and he or she will therefore not be entitled to make an application under Section 193 of the YBCA.

A dissenting stockholder must send written notice to the Company at or before the Annual Meeting. Upon the earlier of adoption of the Continuance Resolution or upon an agreement between the Company and the dissenting stockholder to purchase the dissenting stockholder’s shares in relation to the adoption of the Continuance Resolution or upon order the Supreme Court of Yukon setting the fair value of shares in accordance with Section 193, such dissenting stockholder shall no longer have the rights of a stockholder of the Company other than the right to be paid the fair value of the shares. Until one such event as described above occurs, a stockholder may withdraw their dissent and the Company may rescind the Continuance Resolution.

If you desire to dissent, your written notice must be delivered to the Company’s principal office at the address below at or before the Annual Meeting:

150 Commercial Street