UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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 (Amendment No.          )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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):

☐    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.

Viveve Medical, Inc.

150 Commercial Street345 Inverness Drive South

Sunnyvale, California 94086Building B, Suite 250

Englewood, Colorado 80112

NOTICE OF ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS

To be Held July 22, 2015August 15, 2017

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 July 22, 2015,August 15, 2017, which will be held at 150 Commercial Street, Sunnyvale, California 94086our Colorado headquarters located at 12:345 Inverness Drive South, Building B, Suite 250, Englewood, Colorado, 80112 at 8:00 p.m.a.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”.2016.

At this year’s meeting, you will be asked to: (1) elect fivesix 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. 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.BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015;2017; (3) approve, on an advisory basis, the compensation of our named executive officers; (4) participate in an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers; (5) approve a special resolution authorizing a share consolidation (reverse split)the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company’s common stock at a ratio of upCompany to 1-for-10, which ratio may be determined by(i) authorize the Board of Directors exclusively to fill any vacancies occurring in its sole discretion,the Board; (ii) eliminate the ability of stockholders to act by written consent; (iii) eliminate the ability of the stockholders to call special meetings; (iv) require advance notice for stockholder nominations of directors and effectiveproposals for matters to be raised at stockholder meetings; (v) grant the Board exclusive authority to change the size of the Board; (vi) implement a classified Board of Directors; (vi) implement supermajority voting for amendments to our bylaws adopted by our stockholders; (vii) implement supermajority voting to amend certain certificate of incorporation provisions and (viii) provide for a forum for adjudication of disputes; (6) approve the Company’s 2017 Employee Stock Purchase Plan; (7) approve an increase to the number of shares available for awards under the Viveve Medical, Inc. 2013 Stock Option and Incentive Plan, as amended, and an increase to the number of a date no more than twelve months fromshares available for issuance as incentive stock options under the dateViveve Medical, Inc. 2013 Stock Option and Incentive Plan, as amended; (8) approve an adjournment of the Annual Meeting; (5)Meeting to a later date if necessary to solicit additional proxies to 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 documentsany 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;proposals referenced above and (6)(9) 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 Company’s Board of Directors has fixed the close of business on June 19, 201523, 2017 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.

 Englewood, Colorado

Sunnyvale, California
June 24, 2015

July      , 2017

Viveve Medical, Inc.

150 Commercial Street345 Inverness Drive South

Sunnyvale, California 94086Building B, Suite 250

Englewood, Colorado 80112

Notice of Annual and Special Meeting of Stockholders

to be held July 22, 2015August 15, 2017

To the Stockholders of Viveve Medical, Inc.:

The 20152017 Annual and Special Meeting of Stockholders will be held at 150 Commercial Street, Sunnyvale, California 94086our Colorado headquarters located at 12:345 Inverness Drive South, Building B, Suite 250, Englewood, Colorado, 80112 at 8:00 p.m.a.m., local time on July 22, 2015.August 15, 2017. During the Annual and Special Meeting, stockholders will be asked to:

(1) elect six directors to serve until our next annual meeting or until the election and qualification of their successors;

(2) ratify the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017;

(3) approve, on an advisory basis, the compensation of our named executive officers;

(4) participate in an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers;

Stockholders dissenting to(5) approve the continuanceAmended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company into Delaware are entitledto (i) authorize the Board of Directors exclusively to fill any vacancies occurring in the Board; (ii) eliminate the ability of stockholders to act by written consent; (iii) eliminate the ability of the stockholders to call special meetings; (iv) require advance notice for stockholder nominations of directors and proposals for matters to be paidraised at stockholder meetings; (v) grant the fair valueBoard exclusive authority to change the size of theirthe Board; (vi) implement a classified Board of Directors; (vi) implement supermajority voting for amendments to our bylaws adopted by our stockholders; (vii) implement supermajority voting to amend certain certificate of incorporation provisions and (viii) provide for a forum for adjudication of disputes;

(6) approve the Company’s 2017 Employee Stock Purchase Plan;

(7) approve an increase to the number of shares pursuantavailable for awards under the Viveve Medical, Inc. 2013 Stock Option and Incentive Plan, as amended, and an increase to section 193the number of theBusiness Corporations Act (Yukon). Such dissent rights are discussed in more detail inshares available for issuance as incentive stock options under the attached Proxy Statement which is deemedViveve Medical, Inc. 2013 Stock Option and Incentive Plan, as amended;

(8) approve an adjournment of the Annual Meeting to form parta later date if necessary to solicit additional proxies to approve any of the proposals referenced above; and

(9) transact such other business as may properly come before the Annual Meeting or any adjournments and is incorporated into this Notice of Annual and Special Meeting of Stockholders.postponements thereof.

If you are a stockholder as of June 19, 2015,23, 2017, 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      , 2017.

By order of our Board of Directors:

Chief Financial Officer and Secretary

June 24, 2015

July      , 2017

PROXY STATEMENT

This Proxy Statementproxy statement and the accompanying proxy card are first being mailed beginning on or about June 24, 2015,July      , 2017 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 of Directors” or “Board”) for our annual and special meeting of stockholders to be held on July 22, 2015August 15, 2017 at 12:our Colorado headquarters located at 345 Inverness Drive South, Building B, Suite 250, Englewood, Colorado, 80112 at 8:00 p.m.a.m., local time at 150 Commercial Street, Sunnyvale, California 94086 (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 JULY 22, 2015:AUGUST 15, 2017: 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, 20142016 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:

(1) elect six directors to serve until our next annual meeting or until the election and qualification of their successors;

(2) ratify the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017;

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, 201523, 2017 (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                   51,339,764 shares of common stock outstanding on June 19, 2015.the Record Date. From June 19, 2015August 4, 2017 through July 22, 2015,August 14, 2017, 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 and Administration, at (408) 530-1900 Ext. 219(720) 696-8100 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, July 21, 2015.Monday, August 14, 2017. 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 July 21, 2015.Monday, August 14, 2017. 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.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 increasing the number of shares of common stock authorized for awards under the Plan to a total of 10,100,000 shares (see Proposal 2); “FOR” the ratification of Burr Pilger Mayer, Inc.BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20152017 (see Proposal 3)2); “FOR” the approval of a share consolidation (reverse split)the non-binding, advisory proposal regarding the compensation of our named executive officers (see Proposal 3); for every “ONE YEAR” on the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers(see Proposal 4); “FOR” the approval of the common stockAmended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company at a ratio of up to 1-for-10, which ratio may be determined by(see Proposal 5); “FOR” the Board of Directors, in its sole discretion, and effective as of a date no more than twelve months from the dateapproval of the Annual MeetingCompany’s 2017 Employee Stock Purchase Plan (see Proposal 4)6); “FOR” the approval of an increase to the number of shares available for awards under the Viveve Medical 2013 Stock Option and Incentive Plan (see Proposal 7) 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 Meetingan adjournment proposal (see Proposal 5)8). 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. If your shares are registered in "street name" (i.e., held in a brokerage account or by a bank or other nominee), you will receive a voting instruction card or other information from your broker or other holder of record seeking instruction regarding how to vote your shares. If you do not provide such instruction, your broker or nominee may vote your shares at its discretion on your behalf on the ratification of the selection of the Company's independent registered public accounting firm for fiscal year 2017, but not on the other proposals.

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 to the Viveve Medical, Inc. 2013 Stock Option and Incentive Plan increasing the number of shares of common stock authorized for awards under the Plan from3,111,587 shares to a total of 10,100,000 shares.  For Proposal 2, the approval to amend 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 2, the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock represented in person or by proxy at the Annual Meeting is required for approval.

Approval of the non-binding, advisory proposal to approve the compensation of our named executive officers. For Proposal 3, the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock represented in person or by proxy at the Annual Meeting is required for approval, however, the vote is non-binding.

Approval of the non-binding,advisory proposal on the frequency of future advisory votes on the compensation of our named executive officers. For Proposal 4, the frequency option receiving the plurality of votes from the outstanding shares that are present or represented and voting at the Annual Meeting will be the option deemed approved by our stockholders.

Approval of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company.For Proposal 5, the affirmative vote of a majority the outstanding shares of the Company’s common stock will be required for approval of the sub-proposals related to amendments to our Certificate of Incorporation and the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock represented in person or by proxy at the Annual Meeting is required for approval of the sub-proposals related to amendments to our Bylaws.

Approval of the Company’s 2017 Employee Stock Purchase Plan. For Proposal 3,6, the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock represented in person or by proxy at the Annual Meeting is required for approval.

Approval of an Increase to the Number of Shares Available for Awards Under the Viveve Medical, Inc. 2013 Stock Option and Incentive Plan, as Amended, and an Increase to the Number of Shares Available for Issuance as Incentive Stock Options under the Viveve Medical, Inc. 2013 Stock Option and Incentive Plan, as Amended. For Proposal 7, 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 StockAdjournment Proposal. For Proposal 4,8, the affirmative vote of two-thirds of the votes cast by the holders of alla majority of the outstanding shares of the Company’s common stock presentrepresented in person or represented and voting on such matter will beby proxy at the Annual Meeting is required for approval of 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.approval.

Other Proposals. Any other proposal that might properly come before the meeting will require the affirmative vote of the holders of a majority of the votes cast by the holders of alloutstanding shares of the shares ofCompany’s common stock presentrepresented in person or represented and voting on such matterby proxy at the meetingAnnual Meeting in order to be approved, except when a different vote is required by law, our articlescertificate of incorporation or our Bylaws.

Abstentions. If you specify that you wish to "abstain" from voting on an item, your shares will not be voted on that particular item.

Broker Non-Votes.If your broker holds your shares in its name and does not receive voting instructions from you, your broker may only vote these shares on certain "routine" matters, such as the ratification of the selection of the Company's independent registered public accounting firm. However, on non-routine matters, such as the election of directors and the approval of the Restated Certificate and Restated Bylaws, your broker cannot vote your shares unless it has received voting instructions from you, as it does not have discretionary voting power for those particular items.

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, 45 (for sub-proposals related to amendment of our bylaws), 6, 7 and 8 while abstentions will be treated as votes against Proposals 2, 3, 5 (for sub-proposals related to amendment of our bylaws), 6, 7 and 8. Both abstentions and broker non-votes will have the effect of an “Against” vote on Proposal 5 for proposals related to amendment of our Certificate of Incorporation. Neither abstentions nor broker non-votes will have any effect on Proposals 1 or 5.4.

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

As of June 19, 2015,15, 2017, our director-nominees and executive officers beneficially owned approximately 38.6%35.1% 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 1827 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.BPM LLP served as the independent registered public accounting firm auditing and reporting on our consolidated financial statements for the fiscal year ended December 31, 20142016 and has been appointed to serve as our independent registered public accounting firm for 2015.2017. We expect that representatives of Burr Pilger Mayer, Inc.BPM LLP 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 and has been a director of Viveve, Inc. since January 2007. Ms. Smith is co-founder and Managing Director of GBS Venture Partners, 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 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, 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 GBS Venture Partners portfolio companies in Australia and the United States. Ms. Smith previously served on the board 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 Master 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.Lori Bush.Mr. Colella was elected as a director of Viveve Medical, Inc. Ms. Bush joined our Board on September 18, 2014 andMay 11, 2016. Since January 2016, Ms. Bush has been a directorconsultant, speaker, advisor and activist for micro-entrepreneurship and women’s leadership. From October 2007 to January 2016, Ms. Bush served as the President and General Manager, then President and CEO of Viveve, Inc. since April 2012. Mr. Colella has over 19 yearsRodan & Fields, LLC (Rodan & Fields). Prior to joining Rodan & Fields, Ms. Bush served as Chief Operating Officer 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,Helix BioMedix, Inc., a leading life science venture capital investorbiopharmaceutical discovery and one of our significant stockholders, founded in 2002, where he has held boarddevelopment company from October 2006 to October 2007, 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,the Gremlin Group, a venture capital entity.health and consumer product consulting company from March 2006 to October 2007. From May 2001 to 2004 Mr. Simpson wasMay 2006, Ms. Bush served as President of Nu Skin, a partner for Versant Ventures. In 1993, he founded CardioGenesis Corp.division of Nu Skin Enterprises, a medical deviceNYSE-listed direct selling company that designs, manufacturesmarkets premium quality personal care and distributes laser-based surgicalnutrition products that promote cardiac angiogenesis andthrough a global network of sales representatives. Ms. Bush 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 treatmentMarketing of cardiovascular diseases andNu 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 Senior Vice President of ResearchProfessional Marketing at Neutrogena Corporation. Ms. Bush earned a Masters of Business Administration from Temple University and Development until 2001. ACSa Bachelor of Science degree from The Ohio State University. Until its merger with Wonder Holdings Acquisition Corp., Ms. Bush was sold to Eli Lilly in 1984 and spun-off into Guidant Vascular Intervention. Mr. Simpson currently serves on the boarda director 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 MedSystemsMatrixx Initiatives 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, formerly a publicly traded company. We determined that heMs. Bush should serve as a director.director because of her extensive executive and marketing experience in the over-the-counter healthcare industry.

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.

Debora Jorn. Ms. Jorn joined our Board on May 11, 2016. Ms. Jorn is currently serving as the Executive Vice President Corporate and Commercial Development at pSivida Corp. Ms. Jorn joined pSivida in November 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. Since May 2016 Ms. Jorn has served on the board of directors of Orexigen Therapeutics, Inc., a biopharmaceutical company located in La Jolla, California. 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.

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 and a member of the Board of Directors 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. 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.

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 25 years of life science industry operational and advisory experience, including ten 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.

Scott Durbin. Mr. Durbin joined Viveve, Inc., a wholly owned subsidiary of Viveve Medical, 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, (now known as Vericel Corporation) (“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., a wholly owned subsidiary of Viveve Medical, 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 six 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 10seven meetings during 2014.2016. The Board also acted 38 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, Mark Colella, Carl Simpson and Daniel Janney, all of whom are “independent” as defined under section 5605(a)(2)Jon Plexico and Arlene Morris. 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 20142016 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, Mark ColellaArlene Morris and Carl Simpson, all of whom are “independent” as defined in section 5605(a)(2) of the NASDAQ Listing Rules.Lori Bush and Daniel Janney. The Compensation Committee met 2four times during 20142016 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,adviser, including sole authority to approve the fees of any expert or consultantadviser 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 threefour directors, Daniel Janney, Mark ColellaJon Plexico, Lori Bush and Brigitte Smith, all of whom are “independent” as defined in section 5605(a)(2) of the NASDAQ Listing Rules.Debora Jorn. The Governance Committee did not meet during 2014.2016. 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 94086.345 Inverness Drive South, Building B, Suite 250, Englewood, Colorado 80112.  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 or Lead Independent Director 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 ChairmanOur governance documents provide the Board with flexibility to select the appropriate leadership structure of the Company. In determining the leadership structure, the Board considers many factors, including the specific needs of the business, fulfilling the duties of the Board, presides at all meetingsand the best interests of the Board.Company’s stockholders. Currently, the offices of Chairman of the Board and Chief Executive Officer are separated.separated and the office of the Chairman of the Board is vacant. 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 believesdetermined that the separationa lead independent director should be appointed to ensure strong independent leadership of the officesBoard. Currently, Mr. Janney serves as Lead Independent Director at the pleasure of the ChairmanBoard. As Lead Independent Director, Mr. Janney will:

The chairs of Board committees also play an active role in the leadership structure of the Board. The Nominating and Corporate Governance Committee and the Board endeavor to select independent committee chairs who will provide strong leadership to guide the important work of the Board committees. Committee chairs work with the Company’s senior executives to ensure the committees are discussing the key strategic risks and Chief Executive Officeropportunities for the Company.

Director Compensation

Director Compensation Policy

On December 23, 2016, the Board of Directors adopted an independent director compensation policy, effective immediately, that is in the best interestsdesigned to compensate non-employee directors of the Company for their time, commitment and contributions to the Board. Under this policy, all non-employee directors will review this determination frombe paid cash compensation as set forth below, pro-rated to reflect the number of days served during any calendar quarter:  

In addition, under the policy, each new non-employee director who is initially appointed or elected to the Board after effectiveness of the policy will be granted an equity-based award with a value at the time of issuance equal to two times the Subsequent Award (defined below) in effect at the time of election, which will vest in three equal annual installments on each of the first three anniversaries of the date of grant, subject to the director’s continued service on the Board (the “Initial Award”). In addition, on the date of each annual meeting of the Company’s stockholders, each continuing non-employee director will be eligible to receive an annual option grant to purchase 17,500 shares of common stock, which will vest in full on the first anniversary of the grant date, subject to the director’s continued service on the Board (each a “Subsequent Award”). A non-employee director elected for the first time to time.the Board at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive a Subsequent Award until the annual meeting for the next fiscal year. In the event a non-employee director’s service on the Board terminates, the vesting and exercise of such director’s unvested stock options shall be subject to the terms of the applicable award agreement.

The Company has also agreed to reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending board of directors and committee meetings.

2016 Director Compensation Table

The following table below sets forthpresents information regarding the compensation of our non-employee directors for the year ended December 31, 2016. Patricia Scheller, our Chief Executive Officer, serves on our board of directors but did not receive compensation for her service as a director and the compensation paid to our non-employee directors, exclusive of reimbursed out-of-pocket expenses,Ms. Scheller as an employee during the year ended December 31, 2014 for services provided as a director. To the extent that any of the former directors of PLC Systems, Inc. included2016 is set forth 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.“2016 Summary Compensation Table” below.

(1) The highOn May 11, 2016, Mr. Collela notified the Board of his resignation from the Board 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.all Board committees, effective immediately.

(2) AmountsOn May 11, 2016, Mr. Simpson notified the Board of his resignation from the Board and all Board committees, effective immediately.

(3) On September 13, 2016, Ms. Smith notified the Board of her resignation from the Board and all Board committees, effective as of September 30, 2016.

(4) The amounts reported represent the cash retainers for the fourth quarter of 2016, which were paid in January 2017.

(5) The amounts reported represent the aggregate grant date fair value of restricted stock awards and stock options granted to our non-employee directors in 2016, computed in accordance with FASB ASC Topic 718. See Note 9 of the stock option asnotes to our consolidated financial statements in the annual report on Form 10-K filed February 16, 2017 for a discussion of July 16, 2013,our assumptions in determining the option grant date.date fair values of equity awards. These amounts do not correspond to the actual value that may be recognized by the directors.

(3)

(6) As of December 31, 2014, Messrs. Holmes, Kyle and Dr. Norton2016, our non-employee directors serving on that date held outstanding stock options to purchase an aggregatethe following number 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;stock: Ms. Bush – 35,000; Mr. Janney – 35,000; Ms. Jorn – 35,000; Ms. Morris – 35,000; 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, the date of grant, were $2.70 and $0.50. Options issued to these directors on September 26, 2014 have an exercise price of $0.60.

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

(8) As of December 31, 2014, each ofPlexico – 35,000. Ms. Smith and Messrs. Colella and Simpson and Janney helddid not hold any outstanding stock options to purchase an aggregateor other equity awards as of 47,000 sharesDecember 31, 2016. None of our common stock. The grant date fair value is computed using the Black-Scholes Option Pricing Model. The assumptions underlying the valuation of thenon-employee directors held unvested restricted stock or other unvested equity awards are as follows: (i) expected life: 5 years; (ii) interest rate: 1.80%; (iii) volatility: 61%; and (iv) expected dividend yield: none.of December 31, 2016.

Compliance with Section 16 of the Exchange Act

Brigitte Smith, a director of the Company, failed to timely file one Form 4, reporting one transaction in which she directly acquired 192,262 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, failed to timely file one Form 4, reporting one transaction in which it acquired 947,872 shares of common stock upon conversion of a Viveve, Inc. convertible promissory note. GBS BioVentures III filed such Form 4 on October 2, 2014 (SEC Accession No. 0001437749-14-017900).

Except as set forth above, we believe that, during fiscal year 2014, 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”.

2016 Summary Compensation Table

The following table provides information regarding the total compensation for services rendered in all capacities that was earned during the fiscal year indicated by our named executive officers for 2016.

(1) AmountsThe amounts reported represent bonuses awarded with respect to the years indicated based upon the achievement of corporate performance goals related to (a) strengthening financial position; (b) expanding market opportunities and ensure competitiveness; (c) providing clinically proven solutions; and (d) ensuring reliable quality supply of products for the years indicated. The amounts reported for 2015 were paid in January 2016 and the amounts reported for 2016 are payable upon the closing of the Company’s next equity financing, which is expected to occur in 2017. Bonuses for the year ended December 31, 2015 were paid in a combination of cash and restricted stock (and for Mr. Atkinson a combination of restricted stock and a common tock warrant) and the amounts reported represent above the amount of cash paid and the grant date fair value of the restricted stock as follows: (i) Ms. Scheller received $108,990 in cash and restricted stock with a grant date fair value of $45,706, (ii) Mr. Durbin received $97,695 in cash and no restricted stock and (iii) Mr. Atkinson received $0 in cash, a restricted stock with a grant date fair value of $114,904 and a common stock warrant with a grant date fair value of $30,250. The warrant issued to Mr. Atkinson has a contractual life of ten years and is exercisable immediately in whole or in part, on or before 10 years from the issuance date. See Note 9 of the notes to our financial statements in the annual report on Form 10-K filed February 16, 2017 for a discussion of our assumptions in determining the grant date fair values of equity awards.

(2) The amounts reported represent the aggregate grant date fair value of the stock option awards granted byto our named executive officers computed in accordance with FASB ASC Topic 718. See Note 9 of the Company during 2014. Thenotes to our consolidated financial statements in the annual report on Form 10-K filed February 16, 2017 for a discussion of our assumptions in determining the grant date fair values of equity awards. These amounts do not correspond to the actual 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: 1.80%; (iii) average volatility: 61%; and (iv) expected dividend yield: none.

(2) Amounts represent the aggregate grant date fair value of the stock option awards grantedthat may be recognized 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.named executive officers.

(3) AmountsThe amounts reported 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) These amounts represent cash outcash-out of accrued PTO hours in accordance with the Company’s PTO Policy per the Employee Handbook.

(5) These amounts represent consulting payments for services performed during 2012, prior to the employment agreement with Mr. Durbin in January 2013 and other benefits for Ms. Scheller in 2013.

(6) On August 19, 2013, Mr. Tauscher’s base salary was adjusted from $325,469 to $225,000.Policy. 

Outstanding Equity Awards at Fiscal Year-End

Other than as setThe following table sets forth below, there were nocertain information regarding outstanding unexercised options, unvested stock, and/or equity incentive plan awards issuedgranted to our named executive officers that were outstanding as of December 31, 2014. To2016. These awards were granted under the extent that any2006 Plan and the 2013 Plan.

(1) Except as otherwise set forth below, the shares of our common stock underlying each of the former executive officers of PLC Systems, Inc. includedoutstanding stock options vest and become exercisable in equal monthly installments over 48 months following the table belowgrant date.

(2) This stock option was serving as an executive officerfully vested upon the merger that took place on September 23, 2014 (Messrs. Tauscherbetween PLC Systems Inc., Viveve, Inc. and Mann),PLC Systems Acquisition Corp. Prior to merger, the individual resigned onboard of directors voted to accelerate the vesting of all unvested options that date.were outstanding as of the date of the merger such that all options would be immediately vested and exercisable by the holders.

(3) This stock option was fully vested on the date of grant.

(4) The shares of common stock underlying this stock option vest and become exercisable as follows: ¼ of the shares vested on the one-year anniversary of the grant date and the remaining shares vest in equal monthly installments over the following 36 months.

Employment Agreements, Severance and Change-in Control Arrangements

Employment Agreements and ArrangementsPatricia Scheller

Patricia Scheller

On May 14, 2012, Viveve, Inc. extended a written offer ofentered into an employment toagreement with 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 receivecurrently receives a base salary of $335,000 per year,$402,000, which is subject to adjustmentperiodic review and adjustment. Ms. Scheller is also eligible for an annual performance bonus targeted at 50% of her base salary and to participate in accordance with ourthe employee compensation policies in effect from time-to-time.benefit plans generally available to employees, subject to the terms of those plans.

In additionPursuant to the terms of the employment agreement, provides for:if Ms. Scheller’s employment is terminated by us without cause (as defined in her employment agreement), Ms. Scheller terminates her employment with us for good reason (as defined in her employment agreement) or Ms. Scheller’s employment is terminated due to her death or disability, Ms. Scheller will be entitled to receive: (i) an annual incentive bonus (if approved by the Board of Directors, in their sole discretion) in an amount to be determined by the Board of Directors;base salary continuation for 12 months following termination and (ii) an incentivecontinued payment of $1,000 for every $1 million in new equity financing raised duringthe employer portion of her first yearmonthly health insurance premium until the earlier of service, up to $20,000 (iii) an option for the purchase 27,539,116 shares of Viveve, Inc. common stock exercisable at the fair market value on12 months following the date of grant,termination, the expiration of her continuation coverage under COBRA or the date she becomes eligible for substantially equivalent health insurance coverage in connection with the right to purchase 25%new employment or self-employment. Receipt of the option shares vesting after 12 monthsseverance payments and benefits described above is conditioned upon Ms. Scheller returning all Company property, resigning as a member of continuous serviceour board of directors and the right to purchase the remainderboards of the option shares vesting in equal monthly installments over the next 36 monthsdirectors 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 consummated 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 sharesany of our common stock subject to the option was computed by multiplying the numbersubsidiaries and entering into an effective release 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, the Merger exchange ratio. The exercise price of the option was determined by dividing the option exercise price immediately prior to the effective time of the Merger 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 ofclaims against 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.and our affiliates.

Scott Durbin

On January 23, 2013, Viveve, Inc. extended a written offer ofentered into an employment toagreement with 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 receivecurrently receives a base salary of $298,000,$336,000, which is subject to adjustmentperiodic review and adjustment. Mr. Durbin is also eligible for an annual performance bonus targeted at 40% of his base salary and to participate in accordance with ourthe employee compensation policies in effect from time-to-time.benefit plans generally available to employees, subject to the terms of those plans.

In addition

Pursuant to the terms of the employment agreement, provides for:if Mr. Durbin’s employment is terminated by us without cause (as defined in his employment agreement), Mr. Durbin terminates his employment with us for good reason (as defined in his employment agreement) or Mr. Durbin’s employment is terminated due to his death or disability, Mr. Durbin will be entitled to receive: (i) an annual incentive bonus (if approved bybase salary continuation for 10 months following termination and (ii) continued payment of the Boardemployer portion of Directors, in their sole discretion) in an amount to be determined byhis monthly health insurance premium until the Boardearlier of Directors; (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 10,258,690 shares of Viveve, Inc. common stock exercisable at the fair market value on10 months following the date of grant,termination, the expiration of his continuation coverage under COBRA or the date he becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Receipt of the right to purchase 100,000 option shares vesting onseverance payments and benefits described above is conditioned upon Mr. Durbin returning all Company property, resigning as a member of the grant date, 2,614,672 option shares vesting after 12 monthsboard of continuous servicedirectors and the right to purchase the remainderboards of the option shares vesting in equal monthly installments over the next 36 monthsdirectors 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, the option issued to Mr. Durbin was assumed by us. As a result of the assumption, the number of sharesany of our common stock subject tosubsidiaries and entering into an effective release of claims against 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 .0080497, the Merger exchange ratio. The exercise price of the option was determined by dividing the option exercise price immediately prior to the effective time of the Merger 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 shareCompany 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.our affiliates. 

James Atkinson

On February 4,January 30, 2015, Viveve, Inc. extended a written offer ofentered into an employment toagreement with 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 Mr. Atkinson will receive an annualcurrently receives a base salary of $320,000,$343,000, 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)periodic review and adjustment. Mr. Atkinson is also eligible for an initial targetannual performance bonus targeted at 40% of up to 30% of the annualhis base salary as shall be approved by the Board of Directors, (ii) an overachievement bonusand to participate in the form of a five-year warrantemployee benefit plans generally available to purchase up to 110,000 shares of the Company’s common stock at an exercise price equal to the greater of $0.53 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) an option to purchase 535,000 shares of the Company’s common stock, issued under the Company’s 2013 Stock Option Plan, as amended, andemployees, subject to the terms of those plans.

Pursuant to the applicable stock optionterms of the employment agreement, and (iv) various other standard employee benefits. In the event of involuntary termination, upon return of all Company property and execution of a general release of any claims against the Company,if Mr. Atkinson’s employment is terminated by us without cause (as defined in his employment agreement), Mr. Atkinson shallterminates his employment with us for good reason (as defined in his employment agreement) or Mr. Atkinson’s employment is terminated due to his death or disability, Mr. Atkinson will be entitled to receive: (i) base salary continuation for six months following termination and (ii) continued payment of the employer portion of his base salary for a period of six (6) months and (ii) either (a) a continuation ofmonthly health insurance coveragepremium until the earlier of the close of six (6) months following histhe date of termination, the expiration of his continuation coverage under COBRA or eligibilitythe date he becomes eligible 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 discretionself-employment. Receipt of the Company.severance payments and benefits described above is conditioned upon Mr. Atkinson returning all Company property, resigning as a member of the board of directors and the boards of directors of any of our subsidiaries and entering into an effective release of claims against the Company and our affiliates.

Securities Authorized for Issuance under Equity Compensation PlansEmployee Benefits

Our executive officers are eligible to participate in all of our employee benefit plans, in each case on the same basis as other employees, including the 401(k) plan. The Company has issued equity awards innot made any contributions to 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”).401(k) plan to date.

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, prior to the Merger, the Board of Directors voted 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).

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of June 19, 2015,15, 2017 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 94086.345 Inverness Drive South, Building B, Suite 250, Englewood, Colorado 80112. Shares of common stock subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of June 19, 2015,15, 2017 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 51,339,76419,400,633 shares of common stock issued and outstanding as of June 19, 2015.

15, 2017.

(2) Included in this amount are 135,136(i) 45,164 shares of common stock the rightand (ii) warrants and options to purchase 221,861254,274 shares of common stock underlying a 10-year option having an exercise price of $1.24 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 vestexercisable within 60 days of June 19, 2015.15, 2017.

(3) Included in this amount are 40,541(i) 6,568 shares of common stock the rightand (ii) warrants and options to purchase 82,579129,632 shares of common stock underlying a 10-year option having an exercise price of $1.24 per share, the right to purchase 79,671 shares of common stock subject to 10-year option having an exercise price of $0.60 per share, and a 10-year warrant to purchase 208,140 shares of common stock at an exercise price of $0.50 per share. Excludes 302,749 shares of common stock underlying options that will not vestexercisable within 60 days of June 19, 2015.

15, 2017.

(4) Included in this amount are 2,027,027(i) 621,237 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, 675,675(ii) 285,599 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 217,733 shares of common stock at an exercise price of $0.53 per share. Excludes 535,000 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(iii) 3,825 shares of common stock owned of record by GBS Venture PartnersMr. Atkinson as trusteecustodian for GBS BioVentures III, 192,262the account of a minor child, (iv) 11,525 shares of common stock owned of record by Ms. SmithMr. Atkinson, and the right(v) warrants and options to purchase 9,792123,287 shares of common stock underlying 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 vestare exercisable within 60 days of June 19, 2015.15, 2017.

(5) Included in this amount are (i) 1,387,396 shares of common stock and (ii) options to purchase 12,645 shares of common stock exercisable within 60 days of June 15, 2017.

(6) Included in this amount are 7,310,231(i) 3,853,374 shares of common stock and (ii) options to purchase 7,387 shares of common stock exercisable within 60 days of June 15, 2017.

(7) Included in this amount are (i) 2,482 shares of common stock and (ii) options to purchase 7,387 shares of common stock exercisable within 60 days of June 15, 2017.

(8) Included in this amount are (i) 1,909 shares of common stock and (ii) options to purchase 7,387 shares of common stock exercisable within 60 days of June 15, 2017.

(9) Included in this amount are (i) 2,595 shares of common stock and (ii) options to purchase 7,387 shares of common stock within 60 days of June 15, 2017.

(10) Included in this amount are (i) 14,696 shares of common stock and (ii) options to purchase 30,947 shares of common stock exercisable within 60 days of June 15, 2017.

(11) Based on information disclosed in a Form 13D/A filed with the Securities and Exchange Commission on May 19, 2017 on behalf of Stonepipe Capital, L.P.. Includes 3,849,711 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 9,792 shares of common stock underlying 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.

(7) Included in this amount are 15,384 shares of common stock, the right to purchase 1,811 shares of common stock underlying a 10-year option having an exercise price of $7.45 per share and the right to purchase 9,792 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) Included in this amount are 4,598,490 shares of common stock owned of record by Alta BioEquities,Stonepine Capital, 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 is trustee for GBS BioVentures III. Brigitte Smith is the Managing Partner of GBS Venture Partners and has voting and investment power over the shares beneficially owned by GBS BioVentures III. Voting and investment power over the 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, LLC is the general partner of 5AM Ventures II, L.P. Dr. John Diekman, Andrew Schwab and Dr. Scott 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.

(13) Alta BioEquities Management, LLC is the general partner of Alta 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 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.

(12) Based on information disclosed in a Form 13D/A filed with the Securities and Exchange Commission on March 24, 2017. Includes 1,381,955 shares of common stock directly beneficially owned by Alta Bioequities, L.P. Includes a 10-year warrant to purchase 25,250 shares of common stock. Alta BioEquities Management, LLC is the general partner of Alta BioEquities, L.P. Daniel Janney, one of our directors, is the Managing MemberDirector of Stonepine CapitalAlta BioEquities 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

Compliance with Section 16 of (i) 18,882,000 sharesthe Exchange Act

We believe that, during the year ended December 31, 2016, our directors, executive officers and beneficial owners of more than 10% of the Company’s common stock (ii)complied with all Section 16(a) filing requirements, except that one Form 4 filed on behalf of Patricia Scheller, one Form 4 filed on behalf of James Atkinson, one Form 4 filed on behalf of Jim Robbins, one Form 4 filed on behalf of Debora Jorn, one Form 4 filed on behalf of Lori Bush and one Form 4 filed on behalf of Arlene Morris were inadvertently filed late due to administrative error. In making this statement, we have relied upon examination of the rightcopies of Forms 3, 4 and 5, and amendments thereto, provided to purchase up to 304,260 sharesthe Company and the written representations of common stock underlying 10-year options having an exercise price 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,its directors 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.executive officers.

(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, 20142015 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, 20142015, 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, Severance and Change-in Control Arrangements” beginning on page 1526 of this proxy statement, which is incorporated herein by reference.

Related Party WarrantsAgreement for Consulting Services

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),11, 2014, Viveve, Inc. issued ten (10) yearentered into an Independent Contractor Agreement for Rendering Consulting Services with James Atkinson (the “Consulting Agreement”), which provided that Mr. Atkinson shall provide certain consulting services related to product distribution and international sales in exchange for (i) $30,000 per month to be paid in cash, 5-year warrants to purchase 2,000,001, 1,924,079 and 75,920 shares of Series B Preferred Stockthe Company’s common stock at an exercise price of $0.05$0.53 per share, or a combination thereof, to GBS Venture Partners Limited as trustee for GBS BioVentures III (“GBS”), 5AM Ventures II, LP (“5AM Ventures”) and 5AM Co-Investors II, LP (“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 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, 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 dividedbe determined by the per share purchase priceboard of the shares sold in the Qualified Financing. On September 23, 2014, in conjunction with the Merger, we issued 1,707,339 sharesdirectors, (ii) reimbursement of common stock to GBSany costs 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 dividedexpenses incurred 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 stockMr. Atkinson 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 certain investors, including 5AM Ventures II, GBS, and Alta Bioequities, L.P. 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.

In conjunction with the completion of the Merger, the Bridge Notes issued to the 5AM Parties were cancelled in full in accordance with the terms and conditions of the 5AM Note Termination Agreements while the Bridge Notes issued to GBS were cancelled in full in exchange for 943,596 shares of our common stock in accordance with the terms and conditions of the GBS Note Exchange Agreement. The remaining Bridge Notes described above were exchanged for common stock in a private offering that was completed on September 23, 2014. In addition, upon the closing of the Merger, 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,travel in connection with the closingperformance of his services under the Consulting Agreement and (iii) compensation at a rate of 35% of the total annual cash compensation for each zone director hired by the Company as a result of a private placement (the “May 2015 Private Placement”), we issued an aggregate of 6,256,756 shares of common stock at $0.37 per sharedirect introduction by Mr. Atkinson, to certain related personsbe paid solely 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 such purchases include $6,000,000 from Stonepine Capital, L.P., a holder of greater than 10%equity securities of the outstanding sharesCompany. The Consulting Agreement was terminated effective as 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, the Chief Executive Officer of the Company, $15,000.17 from Scott Durbin, the Chief Financial Officer of the Company, $749,999.99 from Charles Schwab & Co. Inc. for the benefit of James Gregory Atkinson IRA Contributory Account# 1125-5459, of which James Atkinson, the 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.

Other Agreements

In connection with the MayFebruary 3, 2015. On February 4, 2015, Private Placement, the Company entered into a certainan offer letter agreement with Stonepine Capital, L.P. (“Stonepine”), pursuant to which, for so longJames Atkinson in connection with his appointment as Stonepine owns at least 15%Chief Business Officer and President of the Company’s outstanding equity securities, (a) Stonepine shall have the option, but not the obligation, to designate a Stonepine representative to serveViveve, Inc. For information on the Company’s Boardoffer letter, see the discussion under the heading “Executive Compensation and Related Information” beginning on page 24 of Directors, subject to and in accordance with the Company’s charter and organizational documents and the Yukon Business Corporations Act (the “YBCA”); 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 mean the percentage obtainedthis proxy statement, which is incorporated herein 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.reference.

Private Placement

On November 24, 2015, the Company completed a private offering pursuant to which it issued 8,573,385 shares of common stock, no par value, at a per share purchase price of $0.70 for gross proceeds of approximately $6,000,000 (the “Private Placement”) to 12 accredited investors pursuant to the terms of a Securities Purchase Agreement, by and among the Company and the purchasers, dated as of November 20, 2015 (the “Securities Purchase Agreement”). Purchasers in the offering included Stonepine Capital, L.P., Alta BioEquities L.P., an affiliate of director Dan Janney, Patricia Scheller, the Company’s Chief Executive Officer, and James Atkinson, the Company’s Chief Business Officer and President.

In connection with the Private Placement, the Company entered into a Registration Rights Agreement with the purchasers, dated as of November 20, 2015, pursuant to which the Company agreed to register the shares on a registration statement to be filed with the Securities and Exchange Commission within 60 days after the closing of the offering and to use its commercially reasonable efforts to cause the registration statement to be declared effective within 90 days after the filing date. If the Company (i) failed to file the registration statement by the filing date, (ii) did not obtain effectiveness of the registration statement within 90 days after the filing date or (iii) allows certain lapses in effectiveness, the Company is obligated to pay to the purchasers liquidated damages equal to 1.5% of the original subscription amount paid by the purchasers upon the occurrence of the event and for every seven days after the occurrence of an event until cured. The Company filed the registration statement within 60 days after the closing of the Private Placement and the registration statement was declared effective by the SEC within 90 days after the filing date.

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 BPM LLP for the fiscal year ended December 31, 2016 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. 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.

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 onThe Board unanimously approved a resolution proposing that the Company adopt an amendment to the Company’s Certificate of Incorporation that classifies the Board of Directors, exceptinto three separate classes, as nearly equal in number as possible, with one class being elected each year to serve a vacancy created by an increase in the authorized number of directors or by a failurestaggered three-year term (the “Classified Board Amendment”).  The classification of the stockholders to electBoard and the minimum number of directors, may be filled by the stockholders or by a majorityadoption of the Classified Board Amendment is conditioned on obtaining stockholder approval as discussed herein under Proposal 5(vi).

Subject to the approval of the Classified Board Amendment, the terms of office of the Class I, Class II and Class III directors thenwill expire in office, but no less than a quorum.2018, 2019 and 2020, respectively.

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 FORTHE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE“FOR” the election of each of the nominated directors.

Proposal 2 – Ratification of Appointmentof Independent Registered Public Accounting Firm

The Audit Committee of the Board has appointed BPM LLP (“BPM”) as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2017. 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 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 Audited Years contained a going concern qualification. The Company had no disagreements with McGladrey 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 Audited 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 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 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 2017. 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, 2017, 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 BPM.

The following table sets forth fees billed and to be billed to us by our independent registered public accounting firm for the years ended December 31, 2016 and 2015 for (i) services rendered for the audit of our annual consolidated financial statements and the review of our quarterly condensed consolidated financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.