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 1 6 , 2016

 

Cardica, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

 

Delaware

(State or Other Jurisdiction

of Incorporation)

 

000-51772

(Commission

File Number)

 

94-3287832

(IRS Employer

Identification No.)

 

 

 

 

900 Saginaw Drive, Redwood City, CA

(Address of Principal Executive Offices)

 

94063

(Zip Code)

 

 

Registrant’s telephone number, including area code: (650) 364-9975

 

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

 

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

 

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

 

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

 

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

 

 

 

 
 
 

   

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On February 16, 2016, Cardica, Inc. (the “Company”) filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cardica, Inc. (the “Amendment”) to effect a one-for-ten reverse stock split of its outstanding common stock, effective as of February 17, 2016. A series of alternate amendments to effect a reverse stock split were approved by the Company’s stockholders at its Annual Meeting of Stockholders held on January 29, 2016, and the specific one-for-ten ratio was subsequently approved by the Company’s Board of Directors on January 29, 2016.

 

The Amendment provides that at the effective time of the reverse stock split, every ten shares of the Company’s issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock, without any change in par value per share. The reverse stock split will affect all shares of the Company’s common stock outstanding immediately prior to the effective time of the reverse stock split, as well as the number of shares of common stock available for issuance under the Company’s equity incentive plans. In addition, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the conversion of shares of preferred stock or upon the exercise of stock options or warrants outstanding immediately prior to the effectiveness of the reverse stock split. No fractional shares will be issued as a result of the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof.

 

The Company’s common stock began trading on The NASDAQ Capital Market on a split-adjusted basis when the market opened on February 17, 2016. The new CUSIP number for the Company’s common stock following the reverse stock split is 14141R309.

 

The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.     Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cardica, Inc.

 

 
 
 

 

SIGNATURES

 

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

 

 

 

Cardica, Inc.

 

 

 

 

 

 

 

 

 

Date: February 17, 2016

/s/  Robert Y. Newell

 

 

Robert Y. Newell 

 

 

Chief Financial Officer 

 

 

 
 
 

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cardica, Inc.

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
Cardica, Inc.

 

Cardica, Inc. , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies that :

 

First: The name of the Corporation is Cardica, Inc. (the “Corporation”).

 

Second: The Corporation was originally incorporated under the same name and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 15, 1997.

 

Third: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Certificate of Incorporation as follows:

 

Paragraph A of Article IV shall be amended to add the following at the end of such paragraph:

 

“Effective at 12:01 a.m. Eastern Standard Time on the date following the date of the filing of this Certificate of Amendment to Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, every ten (10) shares of Common Stock issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “ Reverse Split ”); provided, however , that the Company shall issue no fractional shares of Common Stock as a result of the Reverse Split, but shall instead pay to any stockholder who would be entitled to receive a fractional share as a result of the actions set forth herein a sum in cash equal to the fair market value of the shares constituting such fractional share as determined by the Board of Directors of the Company. The Reverse Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Company or its transfer agent.”

 

Fourth: Thereafter pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted at an Annual Meeting of Stockholders held on January 29, 2016, in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

In Witness Whereof , Cardica, Inc. has caused this Certificate of Amendment to be signed by its Chief Executive Officer this 16 th day of February, 2016.

 

 

 

C ARDICA , I NC .

 

 

 

 

 

 

 

 

 

 

By:

/s/  Julian Nikolchev

 

 

 

      Julian Nikolchev

 

 

 

      Chief Executive Officer