KIPS / Kips Bay Medical, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Kips Bay Medical, Inc.
US
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1460198
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Kips Bay Medical, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
September 22, 2015 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2015 KIPS BAY MEDIC

kips201509228k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2015 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incor

September 22, 2015 EX-2.2

CERTIFICATE OF DISSOLUTION KIPS BAY MEDICAL, INC.

Exhibit 2.2 CERTIFICATE OF DISSOLUTION OF KIPS BAY MEDICAL, INC. Kips Bay Medical, Inc. (the “Corporation”), a Delaware corporation, does hereby certify the following: ARTICLE I That the name of the Corporation is Kips Bay Medical, Inc. and the original certificate of incorporation of the Corporation was filed on May 1, 2007. ARTICLE II That dissolution was authorized on September 22, 2015 and is

September 22, 2015 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13

kips201509221512g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934. Commission File Number: 001-35080 kips bay medical, INC. (Exact name of regis

September 22, 2015 EX-2.1

PLAN OF DISSOLUTION AND COMPLETE LIQUIDATION OF KIPS BAY MEDICAL, INC.

Exhibit 2.1 PLAN OF DISSOLUTION AND COMPLETE LIQUIDATION OF KIPS BAY MEDICAL, INC. The following Plan of Dissolution and Complete Liquidation (this ?Plan of Dissolution?), dated as of September 22, 2015, shall effect the dissolution and complete liquidation of Kips Bay Medical, Inc., a Delaware corporation (the ?Company?), in accordance with Sections 275, 278, 280, 281 and other applicable provisi

September 10, 2015 DEFA14A

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

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 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of

August 6, 2015 DEF 14A

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

kips20150722def14a.htm 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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ C

August 6, 2015 10-Q

KIPS / Kips Bay Medical, Inc. 10-Q - Quarterly Report - FORM 10-Q

Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 27, 2015 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 001-35

August 6, 2015 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2015 KIPS BAY MEDICAL,

kips201508048k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2015 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorpora

August 6, 2015 EX-99.1

Kips Bay Medical Provides Business Update and Reports Second Quarter 2015 Results

Exhibit 99.1 Kips Bay Medical Provides Business Update and Reports Second Quarter 2015 Results MINNEAPOLIS, MN, August 6, 2015 (GLOBE NEWSWIRE)–Kips Bay Medical, Inc. (OTCQB: KIPS), a medical device company that was focused on manufacturing and commercializing its external saphenous vein support technology, eSVS® Mesh, for use in coronary artery bypass grafting surgery, today provided a business u

July 24, 2015 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2015 KIPS BAY MEDICAL, I

kips201507228k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2015 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorporat

July 24, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2015 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorporation) (Commission Fi

July 24, 2015 EX-10.2

ACCEPTANCE

Exhibit 10.2 July 13, 2015 Scott Kellen 3405 Annapolis Lane North Suite 200 Minneapolis, MN 55447 Re: Letter Agreement Dear Scott: The purpose of this letter agreement (this “Agreement”) is to summarize certain material terms regarding your future employment with Kips Bay Medical, Inc. (the “Company”) in light of the decision by the Board of Directors of the Company (the “Board”) to seek a volunta

July 24, 2015 EX-10.1

ACCEPTANCE

Exhibit 10.1 July 13, 2015 Manuel A. Villafaña 3405 Annapolis Lane North Suite 200 Minneapolis, MN 55447 Re: Letter Agreement Dear Manny: The purpose of this letter agreement (this “Agreement”) is to summarize certain material terms regarding your future employment with Kips Bay Medical, Inc. (the “Company”) in light of the decision by the Board of Directors of the Company (the “Board”) to seek a

July 24, 2015 EX-10.2

ACCEPTANCE

EX-10.2 3 ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 July 13, 2015 Scott Kellen 3405 Annapolis Lane North Suite 200 Minneapolis, MN 55447 Re: Letter Agreement Dear Scott: The purpose of this letter agreement (this “Agreement”) is to summarize certain material terms regarding your future employment with Kips Bay Medical, Inc. (the “Company”) in light of the decision by the Board of Directors of the Compa

July 24, 2015 EX-10.1

ACCEPTANCE

Exhibit 10.1 July 13, 2015 Manuel A. Villafa?a 3405 Annapolis Lane North Suite 200 Minneapolis, MN 55447 Re: Letter Agreement Dear Manny: The purpose of this letter agreement (this ?Agreement?) is to summarize certain material terms regarding your future employment with Kips Bay Medical, Inc. (the ?Company?) in light of the decision by the Board of Directors of the Company (the ?Board?) to seek a

July 2, 2015 PRE 14A

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

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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of

June 29, 2015 EX-99.1

Kips Bay Medical Announces an Orderly Wind Down of Operations with the Termination of eMESH I Clinical Feasibility Trial

Exhibit 99.1 Kips Bay Medical Announces an Orderly Wind Down of Operations with the Termination of eMESH I Clinical Feasibility Trial MINNEAPOLIS, MN, June 29, 2015 ? Kips Bay Medical, Inc. (OTCQB: KIPS) today announced its decision to terminate its eMESH I clinical feasibility trial due to poor early angiographic results from enrolled patients who had an eSVS Mesh implanted using the new surgical

June 29, 2015 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2015 KIPS BAY MEDICAL, I

kips201506268k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2015 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorporat

June 29, 2015 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2015 KIPS BAY MEDICAL, I

kips201506268k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2015 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorporat

June 29, 2015 EX-2.1

PLAN OF DISSOLUTION AND COMPLETE LIQUIDATION OF KIPS BAY MEDICAL, INC.

Exhibit 2.1 PLAN OF DISSOLUTION AND COMPLETE LIQUIDATION OF KIPS BAY MEDICAL, INC. The following Plan of Dissolution and Complete Liquidation (this “Plan of Dissolution”), dated as of [●], 2015, shall effect the dissolution and complete liquidation of Kips Bay Medical, Inc., a Delaware corporation (the “Company”), in accordance with Sections 275, 278, 280, 281 and other applicable provisions of th

June 29, 2015 EX-99.1

Kips Bay Medical Announces an Orderly Wind Down of Operations with the Termination of eMESH I Clinical Feasibility Trial

Exhibit 99.1 Kips Bay Medical Announces an Orderly Wind Down of Operations with the Termination of eMESH I Clinical Feasibility Trial MINNEAPOLIS, MN, June 29, 2015 – Kips Bay Medical, Inc. (OTCQB: KIPS) today announced its decision to terminate its eMESH I clinical feasibility trial due to poor early angiographic results from enrolled patients who had an eSVS Mesh implanted using the new surgical

June 29, 2015 EX-2.1

PLAN OF DISSOLUTION AND COMPLETE LIQUIDATION OF KIPS BAY MEDICAL, INC.

Exhibit 2.1 PLAN OF DISSOLUTION AND COMPLETE LIQUIDATION OF KIPS BAY MEDICAL, INC. The following Plan of Dissolution and Complete Liquidation (this ?Plan of Dissolution?), dated as of [?], 2015, shall effect the dissolution and complete liquidation of Kips Bay Medical, Inc., a Delaware corporation (the ?Company?), in accordance with Sections 275, 278, 280, 281 and other applicable provisions of th

May 12, 2015 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2015 KIPS BAY MEDICAL, IN

kips201505118k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2015 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorporati

May 12, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

kips2015033110q.htm Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 28, 2015 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commis

May 12, 2015 EX-99.1

Kips Bay Medical Provides Clinical Trial Update and Reports First Quarter 2015 Results

Exhibit 99.1 Kips Bay Medical Provides Clinical Trial Update and Reports First Quarter 2015 Results MINNEAPOLIS, MN, May 12, 2015 (GLOBE NEWSWIRE)?Kips Bay Medical, Inc. (OTCQB: KIPS), a medical device company focused on manufacturing and commercializing its external saphenous vein support technology, eSVS? Mesh, for use in coronary artery bypass grafting surgery, today provided a clinical trial u

March 24, 2015 EX-10.2

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of March 24, 2015, by and among Kips Bay Medical, Inc., a Delaware corporation (the ?Company?), Kips Bay Investments, LLC, a Delaware limited liability company (?LLC?), Manny Villafa?a (?Villafa?a?) and each of the other parties signatory hereto (each such party, an ?Investo

March 24, 2015 EX-99.1

Kips Bay Medical Announces $3.25 Million Private Placement Bridge Financing Investors include Manny Villafaña and Kips Bay Investments, LLC Kips Bay also announces new employment agreement with Manny Villafaña that contemplates CEO succession plan

Exhibit 99.1 Kips Bay Medical Announces $3.25 Million Private Placement Bridge Financing Investors include Manny Villafaña and Kips Bay Investments, LLC Kips Bay also announces new employment agreement with Manny Villafaña that contemplates CEO succession plan MINNEAPOLIS, MN, March 24, 2015 – Kips Bay Medical, Inc. (OTCQB: KIPS), a medical device company focused on manufacturing and commercializi

March 24, 2015 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 24, 2015 (the “Effective Date”), among Kips Bay Medical, Inc., a Delaware corporation (the “Company”), Kips Bay Investments, LLC, a Delaware limited liability company (“LLC”), Manny Villafaña (“Villafaña”), and each other person identified on the signature pages hereto (each, inclu

March 24, 2015 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2015 KIPS BAY MEDICAL,

kips201503238k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2015 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorpora

March 24, 2015 EX-10.3

EMPLOYMENT AGREEMENT

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made effective as of the 1st day of July, 2015 (the ?Effective Date?) by and between Kips Bay Medical, Inc. (the ?Company?) and Manuel A. Villafa?a (the ?Executive?). WHEREAS, the Company currently employs Executive pursuant an Employment Agreement dated July 25, 2012 (the ?2012 Agreement?), which expires by its terms

March 24, 2015 EX-4.1

COMMON STOCK WARRANT For the Purchase of [___________] Shares of Common Stock of KIPS BAY MEDICAL, INC.

Exhibit 4.1 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS COVERING SUC

March 12, 2015 EX-10.35

AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.35 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered into effective as of January 5, 2015 by and among Kips Bay Medical, Inc., a Delaware corporation (the "Company"), and Scott Kellen ("Employee"). WHEREAS, the Company and Employee are parties to that certain Employment Agreement dated February 8, 2010 (the "Employment Agreement"). WH

March 12, 2015 EX-10.32

AMENDMENT NO.3 TO LEASE

Exhibit 10.32 AMENDMENT NO.3 TO LEASE This Amendment No. 3 to Lease is dated July, 30, 2014 and is between St. Paul Fire & Marine Insurance Company, a Connecticut corporation ("Landlord"), and Kips Bay Medical, Inc., a Delaware corporation ("Tenant"). Landlord and Tenant are the parties to the Lease Agreement dated July 26, 2007 (Landlord was then known as St. Paul Properties, Inc.), as amended by

March 12, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2015 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorporation) (Commission F

March 12, 2015 EX-10.33

FIRST AMENDMENT TO SUBLEASE

Exhibit 10.33 FIRST AMENDMENT TO SUBLEASE THIS FIRST AMENDMENT TO SUBLEASE is made on July 25, 2014, by New Horizon Enterprises, Ltd. ("Sublandlord"), whose address is 3405 Annapolis Lane suite 100 Plymouth, MN 55447, and Kips Bay Medical, Inc. ("Subtenant"), whose address is 3405 Annapolis Lane suite 200 Minneapolis, MN, 55447. RECITALS St Paul Fire and Marine Insurance Company, as landlord ("Lan

March 12, 2015 EX-99.1

Kips Bay Medical Announces Achievement of Enrollment Goal and Provides Business Update and Fourth Quarter and Full Year 2014 Results

Exhibit 99.1 Kips Bay Medical Announces Achievement of Enrollment Goal and Provides Business Update and Fourth Quarter and Full Year 2014 Results MINNEAPOLIS, MN, March 12, 2015 ? Manny Villafa?a, Chairman and Chief Executive Officer of Kips Bay Medical, Inc. (OTCQB: KIPS), a medical device company focused on manufacturing and commercializing its external saphenous vein support technology, eSVS? M

March 12, 2015 EX-10.36

AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.36 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered into effective as of January 5, 2015 by and among Kips Bay Medical, Inc., a Delaware corporation (the "Company"), and Randy LaBounty ("Employee"). WHEREAS, the Company and Employee are parties to that certain Employment Agreement dated May 2, 2011 (the "Employment Agreement"). WHERE

March 12, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

kips2014123110k.htm Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

March 12, 2015 EX-10.34

AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.34 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered into effective as of January 5, 2015 by and among Kips Bay Medical, Inc., a Delaware corporation (the "Company"), and Manuel A. Villafana ("Villafa?a"). WHEREAS, the Company and Villafana are parties to that certain Employment Agreement dated July 25, 2012 (the "Employment Agreement

January 30, 2015 POS AM

KIPS / Kips Bay Medical, Inc. POS AM - - FORM POS AM

kips20150129posam.htm As filed with the Securities and Exchange Commission on January 30, 2015 Registration No. 333-192843 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-EFFECTIVE AMENDMENT No. 1 TO form s-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jur

January 21, 2015 SC 13G/A

KIPS / Kips Bay Medical, Inc. / Villafana Manuel A - SCHEDULE 13G/A Passive Investment

vill20150120sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) KIPS BAY MEDICAL, INC. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 49726K 105 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

January 5, 2015 EX-99

Kips Bay Medical Reorganizes Operations and Reduces Staff to Focus on Clinical Study Work and Conserve Capital

ex99-1.htm Exhibit 99.1 Kips Bay Medical Reorganizes Operations and Reduces Staff to Focus on Clinical Study Work and Conserve Capital MINNEAPOLIS, MN, January 5, 2015 – Kips Bay Medical, Inc. (OTCQB: KIPS), a medical device company focused on manufacturing and commercializing its external saphenous vein support technology, eSVS® Mesh, for use in coronary artery bypass grafting, or CABG, surgery,

January 5, 2015 8-K

Financial Statements and Exhibits

kips201501028k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2015 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorpor

November 6, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

kips201411048k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2014 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorpo

November 6, 2014 EX-99

Kips Bay Medical Provides Feasibility Study Update and Reports Third Quarter 2014 Results

ex99-1.htm Exhibit 99.1 Kips Bay Medical Provides Feasibility Study Update and Reports Third Quarter 2014 Results MINNEAPOLIS, MN, November 6, 2014 – Kips Bay Medical, Inc. (OTCQB: KIPS), a medical device company focused on manufacturing and commercializing its external saphenous vein support technology, eSVS® Mesh, for use in coronary artery bypass grafting, or CABG, surgery, today provided a bus

November 6, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

kips2014093010q.htm Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2014 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Co

October 23, 2014 8-K

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

kips201410228k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2014 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorpo

September 4, 2014 8-K

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

kips201409038k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2014 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorp

August 12, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 kips201408058k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2014 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdict

August 12, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

kips2014063010q.htm Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2014 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commiss

August 12, 2014 EX-99

Kips Bay Medical Provides Feasibility Study Update and Reports Second Quarter 2014 Results

ex99-1.htm Exhibit 99.1 Kips Bay Medical Provides Feasibility Study Update and Reports Second Quarter 2014 Results MINNEAPOLIS, MN, August 12, 2014 – Kips Bay Medical, Inc. (NASDAQ: KIPS), a medical device company focused on manufacturing and commercializing its external saphenous vein support technology, eSVS® Mesh, for use in coronary artery bypass grafting, or CABG, surgery, today provided a bu

May 21, 2014 8-K

Submission of Matters to a Vote of Security Holders

kips201405218k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2014 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorporati

May 8, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

kips2014033110q.htm Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 29, 2014 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commis

May 8, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

kips201405068k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2014 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorporatio

May 8, 2014 EX-99

Kips Bay Medical Provides Business Update and Reports First Quarter 2014 Results

ex99-1.htm Exhibit 99.1 Kips Bay Medical Provides Business Update and Reports First Quarter 2014 Results Minneapolis, MN, May 8, 2014 (BUSINESS WIRE)–Kips Bay Medical, Inc. (NASDAQ: KIPS), a medical device company focused on manufacturing and commercializing its external saphenous vein support technology, eSVS® Mesh, for use in coronary artery bypass grafting surgery, today provided a business upd

April 14, 2014 DEF 14A

- FORM DEF 14A

DEF 14A 1 kips20140401def14a.htm FORM DEF 14A 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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Prelimin

March 12, 2014 EX-10

CHANGE IN CONTROL AGREEMENT

EX-10 2 ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (the "CIC Agreement"), effective , 2013 (the "Effective Date") is made and entered into by and between Kips Bay Medical Inc., a Delaware corporation (the "Company") and [Insert Name], a resident of the State of [Insert State of Residence], (the "Employee"). The Company and the Employee are the

March 12, 2014 EX-10

[Signature page follows]

ex10-21.htm Exhibit 10.21 January 22, 2014 Kips Bay Investments, LLC 8500 Normandale Lake Boulevard, Suite 600 Bloomington, MN 55437 Attn: Rhonda Donahoe Re: Investment Agreement among Kips Bay Investments, LLC, Kips Bay Medical, Inc. and Manny Villafaña Dear Rhonda: Kips Bay Investments, LLC (“LLC”), Kips Bay Medical, Inc. (the “Corporation”) and Manny Villafaña are parties to an Investment Agree

March 12, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35080 KIPS BAY MEDICAL, INC. (E

March 12, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

kips201403118k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2014 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorpora

March 12, 2014 EX-99

Kips Bay Medical Provides Business Update and Reports Fourth Quarter and Full Year 2013 Results

ex99-1.htm Exhibit 99.1 Kips Bay Medical Provides Business Update and Reports Fourth Quarter and Full Year 2013 Results Minneapolis, MN, March 12, 2014 (BUSINESS WIRE)–Kips Bay Medical, Inc. (NASDAQ: KIPS), a medical device company focused on manufacturing and commercializing its external saphenous vein support technology, eSVS® Mesh, for use in coronary artery bypass grafting surgery, today provi

March 7, 2014 8-K

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

kips201403068k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2014 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorporat

February 5, 2014 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

kips201402048k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2014 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorpo

February 5, 2014 EX-3

Certificate of amendment to CERTIFICATE OF INCORPORATION KIPS BAY MEDICAL, INC.

ex3-1.htm Exhibit 3.1 Certificate of amendment to CERTIFICATE OF INCORPORATION OF KIPS BAY MEDICAL, INC. Kips Bay Medical, Inc. (hereinafter called the “corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: The present name of the corporation is Kips Bay Medical, Inc., which is the name under whi

January 30, 2014 SC 13G/A

KIPS / Kips Bay Medical, Inc. / Villafana Manuel A - SCHEDULE 13G/A Passive Investment

vill20140129sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) KIPS BAY MEDICAL, INC. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 49726K 105 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

January 24, 2014 EX-1

UNDERWRITING AGREEMENT KIPS BAY MEDICAL, INC. AEGIS CAPITAL CORP., as Representative of the Several Underwriters KIPS BAY MEDICAL, INC. UNDERWRITING AGREEMENT

ex1-1.htm Exhibit 1.1 Execution Version UNDERWRITING AGREEMENT between KIPS BAY MEDICAL, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters KIPS BAY MEDICAL, INC. UNDERWRITING AGREEMENT New York, New York January 23, 2014 Aegis Capital Corp. As Representative of the several Underwriters named on Schedule 1 attached hereto 810 Seventh Avenue, 18th Floor New York, New York 1

January 24, 2014 EX-99

KIPS BAY MEDICAL ANNOUNCES PRICING OF PUBLIC OFFERING OF 5,250,000 SHARES OF COMMON STOCK

ex99-2.htm Exhibit 99.2 KIPS BAY MEDICAL ANNOUNCES PRICING OF PUBLIC OFFERING OF 5,250,000 SHARES OF COMMON STOCK MINNEAPOLIS, MN, January 23, 2014 – Kips Bay Medical, Inc. (NASDAQ:KIPS), a medical device company focused on manufacturing and commercializing its external saphenous vein support technology, the eSVS® Mesh, for use in coronary artery bypass grafting surgery, today announced the pricin

January 24, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

kips201401238k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2014 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorpo

January 24, 2014 424B2

Aegis Capital Corp January 23, 2014 TABLE OF CONTENTS

Filed Pursuant to Rule 424(b)(2) Registration File No. 333-192843 PROSPECTUS SUPPLEMENT (To the Prospectus dated December 20, 2013) 5,250,000 Shares Common Stock We are offering 5,250,000 shares of our common stock, par value $0.01 per share, pursuant to this prospectus supplement and the accompanying prospectus. Our common stock is listed on The NASDAQ Capital Market under the symbol “KIPS.” On J

January 24, 2014 EX-99

KIPS BAY MEDICAL ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK

ex99-1.htm Exhibit 99.1 KIPS BAY MEDICAL ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK MINNEAPOLIS, MN, January 23, 2014 – Kips Bay Medical, Inc. (NASDAQ:KIPS), a medical device company focused on manufacturing and commercializing its external saphenous vein support technology, the eSVS® Mesh, for use in coronary artery bypass grafting surgery, today announced its intention, subject to market

January 23, 2014 424B5

SUBJECT TO COMPLETION

kips20140122424b5.htm Filed Pursuant to Rule 424(b)(5) Registration File No. 333-192843 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplement and the accompanying prosp

January 17, 2014 8-K

Other Events - FORM 8-K

kips201401178k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2014 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorpo

December 26, 2013 DEF 14A

- FORM DEF 14A

kips20131211pre14a.htm 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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ C

December 13, 2013 PRE 14A

- FORM PRE 14A

kips20131211pre14a.htm 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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ C

December 13, 2013 EX-4

Kips Bay Medical, Inc. Dated as of ________________, 201__ Table of Contents

ex4-7.htm Exhibit 4.7 Kips Bay Medical, Inc. INDENTURE Dated as of , 201 [] Trustee Table of Contents Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 4 Section 1.3. Incorporation by Reference of Trust Indenture Act. 4 Section 1.4. Rules of Construction. 4 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series. 5 Section

December 13, 2013 S-3

- FORM S-3

As filed with the Securities and Exchange Commission on December 13, 2013 Registration No.

November 7, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 0

November 7, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2013 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission

November 7, 2013 EX-99.1

Kips Bay Medical Provides Business Update and Reports Third Quarter 2013 Results

Exhibit 99.1 Kips Bay Medical Provides Business Update and Reports Third Quarter 2013 Results Minneapolis, MN, November 7, 2013 (BUSINESS WIRE)—Kips Bay Medical, Inc. (NASDAQ: KIPS), a medical device company focused on manufacturing and commercializing its external saphenous vein support technology, eSVS® Mesh, for use in coronary artery bypass grafting surgery, today provided a business update an

October 21, 2013 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2013 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorporation) (Commission

October 21, 2013 EX-99.1

Forward-Looking Statements Disclaimer Certain statements in this presentation are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are provided under the protection of the safe harbor for forwa

Exhibit 99.1 [LOGO] Forward-Looking Statements Disclaimer Certain statements in this presentation are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are provided under the protection of the safe harbor for forward-looking statements provided by that Act. Forward-looking statements are based on current expectations of future events and ofte

September 6, 2013 8-K

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

8-K 1 a13-2029718k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2013 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-

August 8, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2013 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35080 20-8947689 (State or other jurisdiction of incorporation) (Commission F

August 8, 2013 EX-10.4

RESTRICTED STOCK AGREEMENT KIPS BAY MEDICAL, INC. 2013 EQUITY INCENTIVE PLAN

Exhibit 10.4 RESTRICTED STOCK AGREEMENT KIPS BAY MEDICAL, INC. 2013 EQUITY INCENTIVE PLAN THIS AGREEMENT is made effective as of this day of , 20 , by and between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and (“Participant”). W I T N E S S E T H: WHEREAS, Participant, on the date hereof, is an Employee of, Director of or a Consultant to the Company or one of its Subsidiaries;

August 8, 2013 EX-10.3

NONQUALIFIED STOCK OPTION AGREEMENT KIPS BAY MEDICAL, INC. 2013 EQUITY INCENTIVE PLAN

Exhibit 10.3 NONQUALIFIED STOCK OPTION AGREEMENT KIPS BAY MEDICAL, INC. 2013 EQUITY INCENTIVE PLAN THIS AGREEMENT is made effective as of this day of , 20 , by and between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and (“Participant”). W I T N E S S E T H: WHEREAS, Participant on the date hereof is an Employee of, Director of, or Consultant to the Company or one of its Subsidi

August 8, 2013 EX-99.1

Kips Bay Medical Provides Business Update and Reports Second Quarter 2013 Results

Exhibit 99.1 Kips Bay Medical Provides Business Update and Reports Second Quarter 2013 Results Minneapolis, MN, August 8, 2013 (BUSINESS WIRE)—Kips Bay Medical, Inc. (NASDAQ: KIPS), a medical device company focused on manufacturing and commercializing its external saphenous vein support technology, eSVS® Mesh, for use in coronary artery bypass grafting surgery, today provided a business update and

August 8, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 001-35

August 8, 2013 EX-10.2

INCENTIVE STOCK OPTION AGREEMENT KIPS BAY MEDICAL, INC. 2013 EQUITY INCENTIVE PLAN

Exhibit 10.2 INCENTIVE STOCK OPTION AGREEMENT KIPS BAY MEDICAL, INC. 2013 EQUITY INCENTIVE PLAN THIS AGREEMENT is made effective as of this day of , 20 , by and between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and (“Participant”). W I T N E S S E T H: WHEREAS, Participant on the date hereof is an Employee of the Company or one of its Subsidiaries; and WHEREAS, the Company wi

May 24, 2013 8-K

Submission of Matters to a Vote of Security Holders - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2013 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission Fil

May 9, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2013 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission File

May 9, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 001-3

May 9, 2013 EX-99.1

Kips Bay Medical Provides FDA Update and Reports First Quarter 2013 Results

Exhibit 99.1 Kips Bay Medical Provides FDA Update and Reports First Quarter 2013 Results Minneapolis, MN, May 9, 2013 (BUSINESS WIRE)—Kips Bay Medical, Inc. (NASDAQ: KIPS) today provides an FDA update and announced financial results for its first quarter ended March 30, 2013. FDA Update Enrollments continue at a modest pace in the Kips Bay eMESH I clinical feasibility trial. As of May 1, 2013, the

April 19, 2013 DEF 14A

- DEF 14A

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 28, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Use these links to rapidly review the document Table of Contents Item 8. Financial Statements and Supplementary Data Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(

March 28, 2013 EX-10.14

Confidentiality Agreement

Exhibit 10.14 Confidentiality Agreement This Confidentiality Agreement (the ?Agreement?), effective as of February 26, 2013 (the ?Effective Date?), is by and between Kips Bay Medical, Inc. (the ?Company?) and Nasser J. Kazeminy, Nader Kazeminy and Rhonda Donahoe. WHEREAS, Nasser J. Kazeminy controls Kips Bay Investments, LLC which owns approximately 25.4% of the Company?s common stock as of the da

March 28, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2013 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission F

March 28, 2013 EX-99.1

Kips Bay Medical Provides FDA Update & Reports Fourth Quarter and Full Year 2012 Results

Exhibit 99.1 Kips Bay Medical Provides FDA Update & Reports Fourth Quarter and Full Year 2012 Results Minneapolis, MN, March 28, 2013 (BUSINESS WIRE)—Kips Bay Medical, Inc. (NASDAQ: KIPS) along with Manny Villafaña, its Founder, Chairman and CEO, today provided an update on its progress with the U.S. FDA and announced financial results for fourth quarter and year ended December 31, 2012. FDA Updat

March 18, 2013 8-K

Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2013 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission F

March 15, 2013 POS AM

- POS AM

As filed with the Securities and Exchange Commission on March 15, 2013 Registration No.

March 4, 2013 8-K

Entry into a Material Definitive Agreement - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2013 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commissio

February 8, 2013 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2013 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission

February 6, 2013 SC 13G/A

KIPS / Kips Bay Medical, Inc. / Villafana Manuel A - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kips Bay Medical, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 49726K 105 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

January 28, 2013 EX-99.1

Kips Bay Medical, Inc. Announces Closing of Underwriters’ Partial Exercise of Over-Allotment Option

Exhibit 99.1 Kips Bay Medical, Inc. Announces Closing of Underwriters’ Partial Exercise of Over-Allotment Option Minneapolis, MN, January 28, 2013, Kips Bay Medical, Inc. (NASDAQ: KIPS), along with Manny Villafaña, its Founder, Chairman and CEO, today announced the closing of the underwriters’ purchase from the Company of 475,000 shares of Company common stock at a price of $0.65 per share pursuan

January 28, 2013 8-K

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2013 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission

December 28, 2012 EX-99.1

Kips Bay Medical Announces Closing of its $6.5 Million Public Offering of Common Stock

Exhibit 99.1 Kips Bay Medical Announces Closing of its $6.5 Million Public Offering of Common Stock Minneapolis, Minnesota, December 28, 2012, Kips Bay Medical, Inc. (NASDAQ: KIPS), along with Manny Villafaña, its Founder, Chairman and CEO, today announced that it has closed its previously announced offering of 10,000,000 shares of its common stock for total gross proceeds of $6.5 million. After t

December 28, 2012 8-K

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2012 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commissio

December 27, 2012 424B4

Per Share Total Public offering price $ 0.65 $ 6,500,000 Underwriting discount(1) $ 0.0455 $ 455,000 Proceeds, before expenses, to us $ 0.6045 $ 6,045,000

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No.

December 26, 2012 EX-99.1

KIPS BAY MEDICAL ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON STOCK

Exhibit 99.1 KIPS BAY MEDICAL ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON STOCK Minneapolis, MN, December 21, 2012, Kips Bay Medical, Inc. (NASDAQ: KIPS) along with Manny Villafaña, its Founder, Chairman and CEO, announced the pricing of an underwritten public offering of 10,000,000 shares of its common stock for total estimated gross proceeds of $6.5 million. Kips Bay Medical has also granted

December 26, 2012 8-K

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2012 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commissio

December 18, 2012 EX-1.1

UNDERWRITING AGREEMENT KIPS BAY MEDICAL, INC. SUNRISE SECURITIES CORP., as Representative of the Several Underwriters

Exhibit 1.1 UNDERWRITING AGREEMENT between KIPS BAY MEDICAL, INC. and SUNRISE SECURITIES CORP., as Representative of the Several Underwriters KIPS BAY MEDICAL, INC. UNDERWRITING AGREEMENT New York, New York [·], 2012 Sunrise Securities Corp. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Sunrise Securities Corp. 600 Lexington Avenue, 23rd Floor New York, New

December 18, 2012 S-1/A

- S-1/A

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on December 18, 2012 Registration No.

November 30, 2012 S-1

Registration Statement - S-1

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on November 30, 2012 Registration No.

November 14, 2012 RW

- RW

Kips Bay Medical, Inc. 3405 Annapolis Lane, Suite 200 Minneapolis, MN 55447 November 14, 2012 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Kips Bay Medical, Inc. Withdrawal of Registration Statement on Form S-1 Filed on June 25, 2012, as Amended September 25, 2012 and October 16, 2012 File No. 333-182333 Ladies and

November 13, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2012 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commissio

November 13, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 0

November 13, 2012 EX-99.1

Kips Bay Medical Provides FDA Update and Reports Third Quarter 2012 Results

Exhibit 99.1 Kips Bay Medical Provides FDA Update and Reports Third Quarter 2012 Results Minneapolis, MN, November 13, 2012 (BUSINESS WIRE)—Kips Bay Medical, Inc. (NASDAQ: KIPS) along with Manny Villafaña, its Founder, Chairman and CEO, provides an FDA update and announces financial results for its third quarter ended September 29, 2012. FDA Update On November 8, 2012, the Company announced that t

November 8, 2012 8-K

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2012 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission

November 8, 2012 FWP

KIPS BAY MEDICAL, INC. FREE WRITING PROSPECTUS

Issuer Free Writing Prospectus Dated November 8, 2012 (Supplementing Preliminary Prospectus Dated October 16, 2012) Filed Pursuant to Rule 433 Registration No.

November 8, 2012 EX-99.1

KIPS BAY MEDICAL ANNOUNCES RECEIPT OF FDA APPROVAL TO BEGIN CLINICAL STUDY OF THE eSVS® MESH IN THE UNITED STATES

EXHIBIT 99.1 KIPS BAY MEDICAL ANNOUNCES RECEIPT OF FDA APPROVAL TO BEGIN CLINICAL STUDY OF THE eSVS® MESH IN THE UNITED STATES Minneapolis, MN, November 8, 2012, Kips Bay Medical, Inc. (NASDAQ:KIPS) along with Manny Villafaña, its Founder, Chairman and CEO, announced today that the United States Food & Drug Administration (“FDA”) has granted approval with conditions of Kips Bay Medical’s Investiga

October 16, 2012 S-1/A

- S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on October 16, 2012 Registration No.

October 16, 2012 EX-1.1

UNDERWRITING AGREEMENT KIPS BAY MEDICAL, INC. AEGIS CAPITAL CORP., as Representative of the Several Underwriters

Exhibit 1.1 UNDERWRITING AGREEMENT between KIPS BAY MEDICAL, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters KIPS BAY MEDICAL, INC. UNDERWRITING AGREEMENT New York, New York [·], 2012 Aegis Capital Corp. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Aegis Capital Corp. 810 Seventh Avenue, 18th Floor New York, New York 10019 Ladies

September 25, 2012 EX-1.1

UNDERWRITING AGREEMENT KIPS BAY MEDICAL, INC. AEGIS CAPITAL CORP., as Representative of the Several Underwriters

Exhibit 1.1 UNDERWRITING AGREEMENT between KIPS BAY MEDICAL, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters KIPS BAY MEDICAL, INC. UNDERWRITING AGREEMENT New York, New York [·], 2012 Aegis Capital Corp. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Aegis Capital Corp. 810 Seventh Avenue, 18th Floor New York, New York 10019 Ladies

September 25, 2012 S-1/A

- S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on September 25, 2012 Registration No.

September 10, 2012 8-K

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2012 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commissi

September 10, 2012 EX-99.1

KIPS BAY MEDICAL ANNOUNCES THE FIRST PATIENT ENROLLMENT IN ITS U.S. CLINICAL FEASIBILITY TRIAL IN EUROPE

Exhibit 99.1 KIPS BAY MEDICAL ANNOUNCES THE FIRST PATIENT ENROLLMENT IN ITS U.S. CLINICAL FEASIBILITY TRIAL IN EUROPE Minneapolis, MN, September 10, 2012 (BUSINESS WIRE)—Manny Villafaña, Chairman and CEO of Kips Bay Medical Inc. (NASDAQ:KIPS) announced that on August 31, 2012, the first patient was enrolled in the Kips Bay Medical eMESH I clinical feasibility trial at the Bern University Hospital,

August 22, 2012 EX-99.1

KIPS BAY MEDICAL ANNOUNCES THE COMMENCEMENT OF ITS U.S. FEASIBILITY CLINICAL TRIAL IN EUROPE AND RECRUITING OF U.S. SITES WHILE SECURING ADDITIONAL INFORMATION FOR THE FDA

Exhibit 99.1 KIPS BAY MEDICAL ANNOUNCES THE COMMENCEMENT OF ITS U.S. FEASIBILITY CLINICAL TRIAL IN EUROPE AND RECRUITING OF U.S. SITES WHILE SECURING ADDITIONAL INFORMATION FOR THE FDA Minneapolis, MN, August 22, 2012, Kips Bay Medical, Inc. (NASDAQ:KIPS) along with Manny Villafaña, its Founder, Chairman and CEO, announced today that its U.S. feasibility trial (eMESH I) of the eSVS Mesh has commen

August 22, 2012 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2012 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission

August 9, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 001-35

August 9, 2012 EX-99.1

Kips Bay Medical Provides FDA Update and Reports Second Quarter 2012 Results

Exhibit 99.1 Kips Bay Medical Provides FDA Update and Reports Second Quarter 2012 Results Minneapolis, MN, August 9, 2012 (BUSINESS WIRE)—Kips Bay Medical, Inc. (NASDAQ: KIPS) today provides an FDA update and announces financial results for its second quarter ended June 30, 2012. FDA Update As previously announced on July 18, 2012, Kips Bay Medical filed an application for an Investigational Devic

August 9, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2012 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission F

August 2, 2012 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made this 25th day of July 2012 by and between Kips Bay Medical, Inc. (the “Company”) and Manuel A. Villafaña (the “Executive”). WHEREAS, prior to the date hereof the Company has employed Executive pursuant an Employment Agreement dated July 19, 2007 (the “2007 Agreement”) and the Company and Executive now wish to ter

August 2, 2012 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2012 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission Fi

July 18, 2012 8-K

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2012 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission Fi

July 18, 2012 EX-99.1

KIPS BAY MEDICAL ANNOUNCES FILING THE IDE FOR A U.S. FDA STUDY

Exhibit 99.1 KIPS BAY MEDICAL ANNOUNCES FILING THE IDE FOR A U.S. FDA STUDY Minneapolis, MN, July 18, 2012, Kips Bay Medical, Inc. (NASDAQ:KIPS) along with Manny Villafaña, its Founder, Chairman and CEO, announced today that Kips Bay Medical has filed an application for an Investigational Device Exemption (“IDE”) with the U.S. Food & Drug Administration (“FDA”) to include four U.S. sites in its “e

June 29, 2012 SC 13D/A

KIPS / Kips Bay Medical, Inc. / Kips Bay Investments, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Kips Bay Medical, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 49726K 105 (CUSIP Number) Nader C. Kazeminy c/o NJK Holding Corporation Normandale Lake Office Park 8500 Normandale Lake Blvd. Suite 600 Minneapolis, MN

June 26, 2012 S-1

Registration Statement - S-1

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on June 25, 2012 Registration No.

May 29, 2012 424B3

Kips Bay Medical, Inc. 3,164,357 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED FEBRUARY 1, 2012, AS AMENDED APRIL 18, 2012 THE DATE OF THIS SUPPLEMENT IS MAY 29, 2012 KIPS BAY MEDICAL, INC. 3,164,357 Shares of Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-178019 Kips Bay Medical, Inc. 3,164,357 Shares of Common Stock PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED FEBRUARY 1, 2012, AS AMENDED APRIL 18, 2012 THE DATE OF THIS SUPPLEMENT IS MAY 29, 2012 KIPS BAY MEDICAL, INC. 3,164,357 Shares of Common Stock This Prospectus Supplement No. 1 supplements the information previously p

May 24, 2012 8-K

Submission of Matters to a Vote of Security Holders - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2012 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission Fil

May 15, 2012 EX-10.1

CONTRACT RESEARCH SUPPORT AGREEMENT

Exhibit 10.1 CONTRACT RESEARCH SUPPORT AGREEMENT This Contract Research Support Agreement (the “Agreement”) is entered into as of May 10, 2012 (the “Effective Date”) by and between North American Science Associates, Inc. (“NAMSA”), 4050 Olson Memorial Highway, Minneapolis, MN 55422 and Kips Bay Medical, Inc., 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 (“Company”). WHEREAS, NAMSA is enga

May 15, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a12-1219518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2012 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080

May 9, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 001-3

May 9, 2012 EX-99.1

Kips Bay Medical Provides FDA Update and Reports First Quarter 2012 Results

Exhibit 99.1 Kips Bay Medical Provides FDA Update and Reports First Quarter 2012 Results Minneapolis, MN, May 9, 2012 (BUSINESS WIRE)—Kips Bay Medical, Inc. (NASDAQ: KIPS) today provides an FDA update and announced financial results for its first quarter ended March 31, 2012. FDA Update As previously discussed, the Company is performing a feasibility trial in Europe which is designed to provide ad

May 9, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2012 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission File

April 24, 2012 DEF 14A

- DEF 14A

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 18, 2012 424B3

Kips Bay Medical, Inc. 3,164,357 Shares of Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-178019 PROSPECTUS Kips Bay Medical, Inc. 3,164,357 Shares of Common Stock This prospectus relates to the sale of up to 3,164,357 shares of our common stock by Aspire Capital Fund, LLC. Aspire Capital is also referred to in this prospectus as the selling stockholder. The prices at which the selling stockholder may sell the shar

April 13, 2012 POS AM

- POS AM

Table of Contents As filed with the Securities and Exchange Commission on April 13, 2012 Registration No.

April 5, 2012 PRE 14A

- PRE 14A

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 26, 2012 8-K

Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2012 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission F

March 26, 2012 EX-99.1

Kips Bay Medical Announces Move to NASDAQ Capital Market

Exhibit 99.1 Kips Bay Medical Announces Move to NASDAQ Capital Market Minneapolis, MN, March 26, 2012 (BUSINESS WIRE) —Kips Bay Medical (NASDAQ: KIPS) announced that effective March 27, 2012, the Nasdaq Listing Qualifications Staff granted the Company’s request to transfer its listing to the Nasdaq Capital Market from the Nasdaq Global Market. The request for the transfer was made voluntarily by t

March 20, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a12-738918k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2012 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-3508

March 15, 2012 EX-10.52

Kips Bay Medical, Inc. Fiscal 2012 Director Compensation Plan

Exhibit 10.52 Kips Bay Medical, Inc. Fiscal 2012 Director Compensation Plan For the twelve month period ending December 31, 2012, each non-employee director of Kips Bay Medical, Inc. (the “Company”) is eligible to receive compensation pursuant to the Fiscal 2012 Director Compensation Plan as follows: Director Fees Each non-employee director will receive an annual retainer of $18,000. Each member o

March 15, 2012 EX-99.1

Three Months Ended

Exhibit 99.1 Kips Bay Medical Reports Fourth Quarter and Full Year 2011 Results, Provides Clinical Update & Announces Patent Grants Minneapolis, MN, March 15, 2012 (BUSINESS WIRE)—Kips Bay Medical, Inc. (NASDAQ: KIPS) today announced financial results for fourth quarter and year ended December 31, 2011. Financial Results Net sales increased to $252,000 for the year ended December 31, 2011, up from

March 15, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2012 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission F

March 15, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Use these links to rapidly review the document Table of Contents Item 8. Financial Statements and Supplementary Data Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(

February 8, 2012 SC 13G

KIPS / Kips Bay Medical, Inc. / Villafana Manuel A - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Kips Bay Medical, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 49726K 105 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

February 1, 2012 424B3

Kips Bay Medical, Inc. 3,164,357 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-178019 PROSPECTUS Kips Bay Medical, Inc. 3,164,357 Shares of Common Stock This prospectus relates to the sale of up to 3,164,357 shares of our common stock by Aspire Capital Fund, LLC. Aspire Capital is also referred to in this prospectus as the selling stockholder. The prices at which the selling stockholder may sell the shar

January 26, 2012 S-1/A

- S-1/A

As filed with the Securities and Exchange Commission on January 26, 2012 Registration No.

January 24, 2012 CORRESP

-

Kips Bay Medical, Inc. 3405 Annapolis Lane North, Suite 200 Minneapolis, Minnesota 55447 January 24, 2012 VIA EDGAR AND EMAIL Securities and Exchange Commission Attn: Mary Beth Breslin Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Kips Bay Medical, Inc. Registration Statement on Form S-1 (File No. 333-178019) Ladies and Gentlemen: Pursuant to Rule 461 under the Securi

January 17, 2012 CORRESP

-

Fredrikson & Byron, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402 www.fredlaw.com Direct: (612) 492-7067 Main: (612) 492-7000 Fax: (612) 492-7077 Email: [email protected] January 17, 2012 VIA EDGAR AND OVERNIGHT COURIER Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Amanda Ravitz, Assistant Director Re: Kips Bay Med

December 27, 2011 EX-24

EX-24

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Scott Kellen, Thomas Steichen, and Scott Dorfman, or either of them acting alone, the undersigned's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Forms 3, Forms 4 and Forms 5 relating to beneficial ownership of securities of Kips Bay Medical, Inc.

December 19, 2011 CORRESP

-

Fredrikson & Byron, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402 www.fredlaw.com Direct: (612) 492-7067 Main: (612) 492-7000 Fax: (612) 492-7077 Email: [email protected] December 19, 2011 VIA EDGAR AND OVERNIGHT COURIER Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Amanda Ravitz, Assistant Director Re: Kips Bay Me

November 16, 2011 S-1

As filed with the Securities and Exchange Commission on November 16, 2011

Table of Contents As filed with the Securities and Exchange Commission on November 16, 2011 Registration No.

November 8, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 1, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 001-

November 8, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2011 Kips Bay Medical

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2011 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission

November 8, 2011 EX-99.1

Three Months Ended

Exhibit 99.1 Kips Bay Medical Reports Nine Months and Third Quarter 2011 Results & FDA Update Minneapolis, MN, November 8, 2011 (BUSINESS WIRE)—Kips Bay Medical, Inc. (NASDAQ: KIPS) today announced financial results for the nine months and third quarter ended October 1, 2011. Financial Results Net sales increased to $158,000 for the nine months ended October 1, 2011, up from $107,000 for the same

October 25, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2011 Kips Bay Medical

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2011 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission

October 25, 2011 EX-99.1

Kips Bay Medical’s Manny Villafaña Announces a $20 Million Common Stock Purchase Agreement with Aspire Capital Fund

Exhibit 99.1 Kips Bay Medical’s Manny Villafaña Announces a $20 Million Common Stock Purchase Agreement with Aspire Capital Fund Minneapolis, MN, October 25, 2011 (BUSINESS WIRE) — Kips Bay Medical, Inc. (NASDAQ: KIPS) announced today that it has entered into a common stock purchase agreement with Aspire Capital Fund, LLC, an Illinois limited liability company, whereby Aspire Capital has committed

October 25, 2011 EX-10.1

COMMON STOCK PURCHASE AGREEMENT

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of October 24, 2011, by and between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof. WHEREAS: Subjec

October 25, 2011 EX-4.1

REGISTRATION RIGHTS AGREEMENT

Exhibit 4.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 24, 2011, by and between KIPS BAY MEDICAL, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the r

October 25, 2011 EX-10.2

Engagement and Fee Letter

Exhibit 10.2 1633 Broadway, 28th Floor New York, NY 10019 T 646 673 8000 F 646 673 Cira Centre 2929 Arch Street, Suite 1703 Philadelphia, PA 19104-2870 T 215 701 9555 F 215 701 8282 October 13, 2011 Kips Bay Medical, Inc. 3405 Annapolis Lane North, Suite 200 Minneapolis, MN 55447 Attn: Manny Villafana Chairman & CEO Engagement and Fee Letter Dear Manny: This letter agreement (this “Engagement and

October 24, 2011 EX-24

EX-24

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Scott Kellen, Thomas Steichen, and Scott Dorfman, or either of them acting alone, the undersigned's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Forms 3, Forms 4 and Forms 5 relating to beneficial ownership of securities of Kips Bay Medical, Inc.

October 24, 2011 EX-24

EX-24

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Scott Kellen, Thomas Steichen, and Scott Dorfman, or either of them acting alone, the undersigned's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Forms 3, Forms 4 and Forms 5 relating to beneficial ownership of securities of Kips Bay Medical, Inc.

October 11, 2011 EX-1

JOINT FILING AGREEMENT

Exhibit 1 Page 9 of 9 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Schedule 13D (including amendments thereto) with respect to the common stock of Kips Bay Medical, inc.

October 11, 2011 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Kips Bay Medical, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 49726K

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Kips Bay Medical, Inc. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 49726K 105 (CUSIP Number) Nader C. Kazeminy C/O NJK Holding Corporation. Normandale Lake Office Park 8500 Normandale Lake Blvd. Suite 600 Minne

September 20, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2011 Kips Bay Medic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2011 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commissi

September 20, 2011 EX-99.1

Manny Villafaña Discusses FDA Update for Kips Bay Medical

Exhibit 99.1 Manny Villafaña Discusses FDA Update for Kips Bay Medical Minneapolis, MN, September 20, 2011 (BUSINESS WIRE) —Manny Villafaña, Chairman and Chief Executive Officer of Kips Bay Medical (NASDAQ: KIPS), announced that the FDA continues to require additional information from the Company prior to allowing the Company to pursue a clinical study of its eSVS® MESH in the United States. In it

August 10, 2011 EX-10.51

AMENDMENT NO. 2 TO LEASE

Exhibit 10.51 AMENDMENT NO. 2 TO LEASE THIS AMENDMENT NO. 2 TO LEASE (“Amendment”) is made as of May 25, 2011, by and between ST. PAUL FIRE AND MARINE INSURANCE COMPANY, a Connecticut corporation (“Landlord”) and KIPS BAY MEDICAL, INC., a Delaware corporation (“Tenant”). RECITALS: A. St. Paul Properties, Inc., a Delaware corporation (“Properties”) and Tenant were parties to that certain Lease date

August 10, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2011 Kips Bay Medical,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2011 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission

August 10, 2011 EX-10.52

Net Rent psf

Exhibit 10.52 SUBLEASE THIS SUBLEASE is made on June 2, 2011, by New Horizon Enterprises, Ltd. (“Sublandord”), whose address is 3405 Annapolis Lane suite 100 Plymouth, MN 55447, and Kips Bay Medical, Inc(“Subtenant”), whose address is 3405 Annapolis Lane suite 200 Minneapolis, MN, 55447. RECITALS St Paul Fire and Marine Insurance Company, as landlord (“Landlord”), and Sublandlord, as tenant, enter

August 10, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 2, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-146

August 10, 2011 EX-99.1

Three Months Ended

Exhibit 99.1 Kips Bay Medical Reports Second Quarter 2011 Results & FDA Update Minneapolis, MN, August 10, 2011 (BUSINESS WIRE)?Kips Bay Medical, Inc. (NASDAQ: KIPS) today announced financial results for the second quarter and six months ended July 2, 2011. Financial Results Net sales were $48,000 in the second quarter of 2011 and 2010 while gross profit was down 6.9% or $2,000 in the second quart

June 2, 2011 EX-24

EX-24

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Scott Kellen, Thomas Steichen, and Scott Dorfman, or either of them acting alone, the undersigned's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Forms 3, Forms 4 and Forms 5 relating to beneficial ownership of securities of Kips Bay Medical, Inc.

May 31, 2011 EX-24

EX-24

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Scott Kellen, Thomas Steichen, and Scott Dorfman, or either of them acting alone, the undersigned's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Forms 3, Forms 4 and Forms 5 relating to beneficial ownership of securities of Kips Bay Medical, Inc.

May 20, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2011 Kips Bay Medical, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2011 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission Fil

May 12, 2011 EX-99.1

Three Months Ended

Exhibit 99.1 Kips Bay Medical Reports First Quarter 2011 Results & FDA Update Minneapolis, MN, May 12, 2011 (BUSINESS WIRE)—Kips Bay Medical, Inc. (NASDAQ: KIPS) today announced financial results for the three months ended April 2, 2011. Financial Results In the first quarter of 2011, net sales and gross profit were $110,000 and $73,000, respectively. Net loss in the first quarter of 2011 was $909

May 12, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2011 Kips Bay Medical, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2011 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission Fil

May 12, 2011 EX-10.48

EMPLOYMENT AGREEMENT

Exhibit 10.48 EMPLOYMENT AGREEMENT THIS AGREEMENT made this May 02, 2011 is by and between Kips Bay Medical, Inc., a Delaware Corporation (the “Company”), and Randy LaBounty a resident of the State of Minnesota (the “Employee”). WHEREAS, the parties wish to provide for the employment of the Employee by the Company; and WHEREAS, the Company desires reasonable protection of its confidential business

May 12, 2011 EX-10.49

CHANGE IN CONTROL AGREEMENT

Exhibit 10.49 CHANGE IN CONTROL AGREEMENT Parties: Kips Bay Medical, Inc. 3405 Annapolis Lane (“Company”) Minneapolis, MN 55447 Mr. Michael Reinhardt 12910 44th Ave. N. (“Executive”) Plymouth, MN 55442 Effective Date: May 02, 2011 RECITALS: 1. Executive has been employed by the Company since May 02, 2011 and currently serves as the Vice President of Sales & Marketing of the Company, and the Execut

May 12, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 2, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 000-14

May 12, 2011 EX-10.47

EMPLOYMENT AGREEMENT

Exhibit 10.47 EMPLOYMENT AGREEMENT THIS AGREEMENT made this May 02, 2011 is by and between Kips Bay Medical, Inc., a Delaware Corporation (the “Company”), and Michael Reinhardt a resident of the State of Minnesota (the “Employee”). WHEREAS, the parties wish to provide for the employment of the Employee by the Company; and WHEREAS, the Company desires reasonable protection of its confidential busin

May 12, 2011 EX-10.50

CHANGE IN CONTROL AGREEMENT

Exhibit 10.50 CHANGE IN CONTROL AGREEMENT Parties: Kips Bay Medical, Inc. 3405 Annapolis Lane (“Company”) Minneapolis, MN 55447 Mr. Randy LaBounty 3801 Heather Crest (“Executive”) Burnsville, MN 55337 Effective Date: May 2, 2011 RECITALS: 1. Executive has been employed by the Company since May 2, 2011 and currently serves as the Vice President of Regulatory & Clinical Affairs of the Company, and t

April 28, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 15, 2011 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2011 Kips Bay Medical, Inc. (Exact na

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2011 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission File Number) (I

April 12, 2011 EX-99.1

eSVS® MESH

Exhibit 99.1 eSVS® MESH DISCLAIMER Certain statements and estimates in this presentation are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are mainly based on our current expectations and estimates of future events and trends which affect or might affect our business and operations. Although we believe that these e

April 12, 2011 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2011 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission File Number) (I

April 4, 2011 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2011 Kips Bay Medical, Inc. (Exact na

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2011 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission File Number) (I

April 4, 2011 EX-99.1

Three Months Ended

Exhibit 99.1 Kips Bay Medical Welcomes New Shareholders and Reports Fourth Quarter and Full Year 2010 Results Minneapolis, MN, March 31, 2011 (BUSINESS WIRE) —Manny Villafaña, Chairman and Chief Executive Officer of Kips Bay Medical, Inc. (NASDAQ: KIPS) offers a welcome to our new shareholders of Kips Bay Medical, Inc. The Company completed its initial public offering on February 16, 2011, closing

March 31, 2011 EX-3.2

AMENDED AND RESTATED BYLAWS KIPS BAY MEDICAL, INC. (A DELAWARE CORPORATION)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF KIPS BAY MEDICAL, INC. (A DELAWARE CORPORATION) AMENDED AND RESTATED BYLAWS OF KIPS BAY MEDICAL, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, State of Delaware. Section 2. Other O

March 31, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Use these links to rapidly review the document Table of Contents Item 8. Financial Statements and Supplementary Data Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(

March 22, 2011 EX-24

EX-24

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Scott Kellen, Thomas Steichen, and Scott Dorfman, or either of them acting alone, the undersigned's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Forms 3, Forms 4 and Forms 5 relating to beneficial ownership of securities of Kips Bay Medical, Inc.

March 22, 2011 EX-24

EX-24

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Scott Kellen, Thomas Steichen, and Scott Dorfman, or either of them acting alone, the undersigned's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Forms 3, Forms 4 and Forms 5 relating to beneficial ownership of securities of Kips Bay Medical, Inc.

February 16, 2011 EX-24

EX-24

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Scott Kellen, Thomas Steichen, and Scott Dorfman, or either of them acting alone, the undersigned's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Forms 3, Forms 4 and Forms 5 relating to beneficial ownership of securities of Kips Bay Medical, Inc.

February 16, 2011 EX-24

EX-24

POWER OF ATTORNEY The undersigned hereby constitutes and appoints Scott Kellen, Thomas Steichen, and Scott Dorfman, or either of them acting alone, the undersigned's true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign any or all Forms 3, Forms 4 and Forms 5 relating to beneficial ownership of securities of Kips Bay Medical, Inc.

February 16, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2011 Kips Bay Medical, Inc. (Exact name of Registrant as Specified in its Charter) Delaware (State or other jurisdiction of incorporation) 001-35080 20-8947689 (Commission File Number)

February 11, 2011 424B4

Kips Bay Medical, Inc. 2,062,500 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-165940 Kips Bay Medical, Inc. 2,062,500 Shares of Common Stock We are offering 2,062,500 shares of our common stock. This is our initial public offering, and no public market currently exists for our common stock. The initial public offering price is $8.00 per share of our common stock. Our common stock has been appr

February 10, 2011 S-1/A

As filed with the Securities and Exchange Commission on February 9, 2011

sv1za Table of Contents As filed with the Securities and Exchange Commission on February 9, 2011 Registration No.

February 9, 2011 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KIPS BAY MEDICAL, INC. (Exact name of registr

e8va12b UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 KIPS BAY MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 20-8947689 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 3405 Annapo

February 9, 2011 CORRESP

- 1 -

corresp Direct: (612) 492-7067 Email: [email protected] February 9, 2011 VIA EDGAR AND FEDEX Mr. Ruairi Regan Division of Corporate Finance Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Re: Kips Bay Medical, Inc. Amendment No. 9 to Registration Statement on Form S-1 Filed January 18, 2011 File No. 333-165940 Dear Mr. Regan: On behalf of Kips Bay Medical, Inc. (the “Com

February 8, 2011 CORRESP

(i) Date of preliminary prospectus: January 18, 2011 (ii) Dates of distribution: January 18, 2011 to February 8, 2011 (iii) Number of prospective underwriters and dealers to whom the preliminary prospectus was furnished: 31 (iv) Number of prospectuse

corresp February 8, 2011 Securities and Exchange Commission 100 F Street Washington, D.

February 8, 2011 CORRESP

Kips Bay Medical, Inc. 3405 Annapolis Lane North, Suite 200 Minneapolis, Minnesota 55447 February 8, 2011

corresp Kips Bay Medical, Inc. 3405 Annapolis Lane North, Suite 200 Minneapolis, Minnesota 55447 February 8, 2011 VIA EDGAR AND EMAIL Securities and Exchange Commission Attn: Ruairi Regan Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Kips Bay Medical, Inc. Registration Statement on Form S-1 (File No. 333-165940) Ladies and Gentlemen: Pursuant to Rule 461 under the Sec

January 18, 2011 EX-10.46

DISTRIBUTION AGREEMENT

exv10w46 Exhibit 10.46 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (it, together with any Schedules thereto, (the “Agreement”), between Kips Bay Medical, Inc. (“Manufacturer”) with an address at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 and Sygan Medical, (“Distributor”) having a place of business at Oldesloer Weg. 13, Berlin 1391, Germany (“Distributor”). RECITALS WITNESSETH: W

January 18, 2011 EX-10.28

INDEMNIFICATION AGREEMENT

exv10w28 Exhibit 10.28 INDEMNIFICATION AGREEMENT THIS AGREEMENT (“Agreement”), which provides for indemnification, expense advancement and other rights under the terms and conditions set forth, is made and entered into between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and Robert J. Sheehy (“Indemnitee”). This Agreement shall become effective and binding on the Company and Ind

January 18, 2011 EX-10.27

INDEMNIFICATION AGREEMENT

exv10w27 Exhibit 10.27 INDEMNIFICATION AGREEMENT THIS AGREEMENT (“Agreement”), which provides for indemnification, expense advancement and other rights under the terms and conditions set forth, is made and entered into between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and Robert E. Munzenrider (“Indemnitee”). This Agreement shall become effective and binding on the Company an

January 18, 2011 S-1/A

As filed with the Securities and Exchange Commission on January 18, 2011

sv1za Table of Contents As filed with the Securities and Exchange Commission on January 18, 2011 Registration No.

January 18, 2011 EX-10.26

INDEMNIFICATION AGREEMENT

exv10w26 Exhibit 10.26 INDEMNIFICATION AGREEMENT THIS AGREEMENT (“Agreement”), which provides for indemnification, expense advancement and other rights under the terms and conditions set forth, is made and entered into between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and Arch C. Smith (“Indemnitee”). This Agreement shall become effective and binding on the Company and Indemn

January 18, 2011 EX-1.1

UNDERWRITING AGREEMENT KIPS BAY MEDICAL, INC. RODMAN & RENSHAW, LLC as Representative

exv1w1 Exhibit 1.1 UNDERWRITING AGREEMENT between KIPS BAY MEDICAL, INC. and RODMAN & RENSHAW, LLC as Representative KIPS BAY MEDICAL, INC. UNDERWRITING AGREEMENT New York, New York , 20 Rodman & Renshaw, LLC 1251 Avenue of the Americas, 20th Floor New York, New York 10020 Ladies and Gentlemen: The undersigned, Kips Bay Medical, Inc., a company formed under the laws of Delaware (the “Company”), he

January 7, 2011 EX-10.34

DISTRIBUTION AGREEMENT

exv10w34 Exhibit 10.34 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (it, together with any Schedules thereto, (the “Agreement”), between Kips Bay Medical, Inc. (“Manufacturer”) with an address at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 and Master Surgery Systems AS (“Distributor”) having a place of business at Hanchegaten 20, 3186 Horton, Norway (“Distributor”). RECITALS WITNES

January 7, 2011 EX-10.38

DISTRIBUTION AGREEMENT

exv10w38 Exhibit 10.38 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (it, together with any Schedules thereto, (the “Agreement”), between Kips Bay Medical, Inc. (“Manufacturer”) with an address at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 and Advanced Biomedical Pty Ltd., (“Distributor”) having a place of business at 5 Vista Court, Ringwood East Victoria 31355, Australia. RECITALS

January 7, 2011 EX-10.33

DISTRIBUTION AGREEMENT

exv10w33 Exhibit 10.33 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (it, together with any Schedules thereto, (the “Agreement”), between Kips Bay Medical, Inc. (“Manufacturer”) with an address at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 and LeviBiotech s.r.l., (“Distributor”) having a place of business at Via Riccardo Morbelli, 26-00123- Roma, Italy. RECITALS WITNESSETH: WHEREAS

January 7, 2011 EX-10.37

DISTRIBUTION AGREEMENT

exv10w37 Exhibit 10.37 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (it, together with any Schedules thereto, (the “Agreement”), between Kips Bay Medical, Inc. (“Manufacturer”) with an address at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 and Transmedic PTE Ltd (“Distributor”) having a place of business at 5, Jalan Kilang Barat, 9th Floor Petro Centre, Singapore 159349. RECITALS W

January 7, 2011 EX-10.45

DISTRIBUTION AGREEMENT

exv10w45 Exhibit 10.45 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (it, together with any Schedules thereto, (the “Agreement”), between Kips Bay Medical, Inc. (“Manufacturer”) with an address at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 and ERA Foreign Trade Ltd, (“Distributor”) having a place of business at Bulten Sokak No: 14-26-27, 06680 Kavaklidere-Ankara, Turkey (“Distribut

January 7, 2011 EX-10.41

DISTRIBUTION AGREEMENT

exv10w41 Exhibit 10.41 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (it, together with any Schedules thereto, (the “Agreement”), between Kips Bay Medical, Inc. (“Manufacturer”) with an address at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 and Cardiac Services Ltd. 128 Slaney Road, Dublin Industrial Estate, Glasnevin, Dublin 11, Ireland (“Distributor”) having a place of business at

January 7, 2011 S-1/A

As filed with the Securities and Exchange Commission on January 7, 2011

sv1za Table of Contents As filed with the Securities and Exchange Commission on January 7, 2011 Registration No.

January 7, 2011 EX-10.43

DISTRIBUTION AGREEMENT

Exhibit 10.43 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (it, together with any Schedules thereto, (the “Agreement”), between Kips Bay Medical, Inc. (“Manufacturer”) with an address at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 and Fehling Instruments Middle East F.Z.C. (“Distributor”) having a place of business at Sharjah Airport International Free Zone, Building Q4-159, P.O. B

January 7, 2011 EX-10.35

DISTRIBUTION AGREEMENT

exv10w35 Exhibit 10.35 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (it, together with any Schedules thereto, (the “Agreement”), between Kips Bay Medical, Inc. (“Manufacturer”) with an address at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 and Pacific Medical Systems (“Distributor”) having a place of business at Suite 2608-09, Two Chinachem Exchange Square, 338 Kings Road, North Po

January 7, 2011 CORRESP

[LETTERHEAD OF FREDRIKSON & BYRON, P.A.] Direct: (612) 492-7067 Email: [email protected]

corresp [LETTERHEAD OF FREDRIKSON & BYRON, P.A.] Direct: (612) 492-7067 Email: [email protected] January 7, 2011 VIA EDGAR AND FEDEX Mr. Ruairi Regan Division of Corporate Finance Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Re: Kips Bay Medical, Inc. Amendment No. 7 to Registration Statement on Form S-1 Filed December 17, 2010 File No. 333-165940 Dear Mr. Regan: On b

January 7, 2011 EX-10.40

DISTRIBUTION AGREEMENT

Exhibit 10.40 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (it, together with any Schedules thereto, (the “Agreement”), between Kips Bay Medical, Inc. (“Manufacturer”) with an address at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 and Calmedical Ltd, (“Distributor”) having a place of business at Kirkfield House, Lanark ML 119UH, United Kingdom (“Distributor”). RECITALS WITNESSETH:

January 7, 2011 EX-10.42

DISTRIBUTION AGREEMENT

Exhibit 10.42 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (it, together with any Schedules thereto, (the “Agreement”), between Kips Bay Medical, Inc. (“Manufacturer”) with an address at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 and F.O.C.S. Gmbh, (“Distributor”) having a place of business at Wettsteinplatz 7, 4058 Basel, Switzerland. RECITALS WITNESSETH: WHEREAS, Manufacturer is

January 7, 2011 EX-10.44

DISTRIBUTION AGREEMENT

exv10w44 Exhibit 10.44 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (it, together with any Schedules thereto, (the “Agreement”), between Kips Bay Medical, Inc. (“Manufacturer”) with an address at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 and Krijnen Medical Innovations B.V., (“Distributor”) having a place of business Middenstraat 44, 4153 AD BEESD, The Netherlands. RECITALS WITNE

January 7, 2011 EX-10.39

DISTRIBUTION AGREEMENT

exv10w39 Exhibit 10.39 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (it, together with any Schedules thereto, (the “Agreement”), between Kips Bay Medical, Inc. (“Manufacturer”) with an address at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 and Biomed, S.A. (“Distributor”) having a place of business at Parque Tecnologico de Madrid, C/Einstein Tres Cantos, 28760 Madrid, Spain. RECITA

January 7, 2011 EX-10.36

DISTRIBUTION AGREEMENT

exv10w36 Exhibit 10.36 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT (it, together with any Schedules thereto, (the “Agreement”), between Kips Bay Medical, Inc. (“Manufacturer”) with an address at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 and Systemed A.E., (“Distributor”) having a place of business at 307 Gr. Lampraki Str. 184 51 Nikaia Athens, Greece (“Distributor”). RECITALS WI

December 17, 2010 S-1/A

As filed with the Securities and Exchange Commission on December 17, 2010

sv1za Table of Contents As filed with the Securities and Exchange Commission on December 17, 2010 Registration No.

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