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 1 , 2017
BioCardia, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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125 Shoreway Road, Suite B
San Carlos, California 94070
(Address of principal executive offices and zip code)
Registrant ’s telephone number, including area code: (650) 226-0120
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 1, 2017, BioCardia, Inc. (the “Company”) filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect a 12-for-1 reverse stock split of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), either issued and outstanding or held by the Company as treasury stock (the “Reverse Split”). The Certificate of Amendment was filed on November 1, 2017, the Reverse Split became effective on November 2, 2017, and the Common Stock began trading on a reverse stock split-adjusted basis on The OTC Market on the opening of trading on November 3, 2017. The trading symbol for the Common Stock will remain “BCDA”, although the letter “D” will be temporarily appended to the ticker symbol for twenty trading days following the Reverse Split.
As a result of the Reverse Split, every twelve (12) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Split. Any fractional shares that would otherwise have resulted from the Reverse Split will be paid in cash. The Reverse Split will reduce the number of shares of Common Stock outstanding from 458 million shares to approximately 38.2 million shares, subject to adjustment for the payment of cash in lieu of fractional shares. After giving effect to the Reverse Split, the total number of shares of all classes of capital stock that the Company is authorized to issue is 125,000,000 shares which is comprised of 100 million common shares and 25 million preferred shares. In addition, proportionate adjustments will be made to the per share exercise price and the number of shares of Common Stock that may be purchased upon exercise of outstanding stock options granted by the Company, and the number of shares of Common Stock reserved for future issuance under the Company’s equity incentive plans.
The Company’s transfer agent is Continental Stock Transfer & Trust Company. The new CUSIP number for the Common Stock following the Reverse Split is 09060U408.
The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1.
Item 8.01 Other Events.
On November 2, 2017, the Company issued press releases announcing the filing of the Certificate of Amendment to effect the Reverse Split and also clarifying the effective date of trading on The OTC Market following the Reverse Split. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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3 .1 |
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Certificate of Amendment of Amended and Restated Certificate of Incorporation as filed on November 1 , 2017 with the State of Delaware |
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99.1 |
Press Release of BioCardia, Inc., dated November 2, 2017 |
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99.2 |
Press Release of BioCardia, Inc., dated November 2, 2017 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BIOCARDIA, INC. |
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By: |
/s/ David McClung |
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David McClung,
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Date : November 7, 2017
EXHIBIT INDEX
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Exhibit |
Description |
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3.1* |
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99.1* |
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99.2* |
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* Filed herewith.
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BIOCARDIA , INC .
BioCardia , Inc., a Delaware corporation (the “ Corporation ”), hereby certifies as follows:
1. The name of the Corporation is BioCardia, Inc. The Corporation was originally incorporated under the name “NAM Corporation” and the date of filing the original Certificate of Incorporation of this Corporation with the Secretary of State of the State of Delaware is January 12, 1994.
2. This Certificate of Amendment of Amended and Restated Certificate of Incorporation been duly authorized and adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Section 242 of the Delaware General Corporation Law and amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation.
3. The terms and provisions of this Certificate of Amendment of Amended and Restated Certificate of Incorporation have been duly approved by written consent of the required number of shares of outstanding stock of the Corporation pursuant to Subsection 228(a) of the General Corporation Law of the State of Delaware and written notice pursuant to Subsection 228(e) of the General Corporation Law of the State of Delaware has been or will be given to those stockholders whose written consent has not been obtained.
4. The following amendment to the Amended and Restated Certificate of Incorporation shall be effective on November 2, 2017, and the effective time shall be 12:01 a.m., Eastern Time.
5. Section 4.1 of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:
“ 4.1 Authorized Capital Stock . Effectively immediately on November 2, 2017, at 12:01 a.m., Eastern Time, each twelve (12) outstanding shares of Common Stock and Preferred Stock will be exchanged and combined, automatically and without further action, into one (1) share of Common Stock or Preferred Stock, respectively (the “ Reverse Stock Split ”). The Reverse Stock Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for, Common Stock or Preferred Stock of the Corporation. The Reverse Stock Split shall be effected on a certificate-by-certificate basis and no fractional shares shall be issued upon the exchange and combination. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay an amount of cash equal to the product of (i) the fractional share to which the holder would otherwise be entitled and (ii) the then fair value of a share as determined in good faith by the Board of Directors of the Corporation. All other rights, preferences and privileges of the Company’s Common Stock and Preferred Stock, shall be adjusted to reflect the Reverse Stock Split pursuant to the terms of the Amended and Restated Certificate of Incorporation in existence as of immediately prior to the filing of the Certificate of Amendment. After giving effect to the Reverse Stock Split, the total number of shares of all classes of capital stock that the Corporation is authorized to issue is 125,000,000 shares, consisting of 100,000,000 shares of Common Stock, having par value of $0.001 (the “ Common Stock ”), and 25,000,000 shares of Preferred Stock, having a par value of $0.001 (the “ Preferred Stock ”).
( Signature page follows )
IN WITNESS WHEREOF , this Certificate of Amendment of Amended and Restated Certificate of Incorporation has been duly executed by an authorized officer of the Corporation’s on November 1, 2017.
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BIOCARDIA , INC. |
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/s/ Peter Altman |
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Peter
Altman
President and
Chief Executive Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
BIOCARDIA ANNOUNCES REVERSE STOCK SPLIT AND RELEASE OF INDEMNITY HOLDBACK SHARES
SAN CARLOS, Calif. – November 2, 2017 – BioCardia®, Inc. [OTC: BCDA], a leader in the development of comprehensive solutions for cardiovascular regenerative therapies , today announced a reverse split of its common stock, $0.001 par value, at a ratio of 1 for 12, effective November 2, 2017 (the “Effective Date”). The company’s common stock will begin trading on a split-adjusted basis when the markets open today under the existing trading symbol “BCDA”.
As a result of the reverse split, each 12 pre-split shares of common stock outstanding will automatically combine into one new share of common stock without any action on the part of the holders, and the number of outstanding common shares will be reduced from approximately 458 million shares to approximately 38.2 million shares. The reverse split will also apply to common stock issuable upon the exercise of the company’s outstanding stock options. In addition, the company also announced that the authorized common stock of the company will be decreased from 750 million to 100 million shares and authorized preferred stock will decrease from 50 million shares to 25 million shares. The common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not affect the par value of the common stock.
On September 17, the board of directors of the company approved the reverse stock split, subject to stockholder approval. The majority stockholders approved the reverse stock split by written consent on September 25, 2017 in accordance with the company’s current charter and bylaws. The company intends to apply sometime in the future to have its common stock listed on a major stock exchange, such as NASDAQ or NYSE, which have minimum per share bid price requirements. The primary goal of the reverse stock split is to increase the per share market price of the stock to meet these minimum per share bid price requirements.
No fractional shares will be issued as a result of the reverse stock split. Stockholders who otherwise would be entitled to a fractional share will receive a cash payment (without interest) in lieu of the fractional shares, and such cash payment will equal the fraction of a share to which a stockholder would otherwise be entitled multiplied by the closing sales price of the company’s common stock on September 18, 2017 (the “Record Date”).
The company’s transfer agent, Continental Stock Transfer & Trust, will provide instructions to stockholders regarding the process for exchanging shares. Additional information about the reverse stock split can be found in the company’s definitive information statement (Form DEF 14C) filed with the Securities and Exchange Commission on October 10, 2017 , and posted in the “Investors” section of the company’s website at www.BioCardia.com .
Pursuant to BioCardia, Inc. ’s reverse merger, which closed on October 24, 2016, 10 percent of the shares issuable in the merger to certain shareholders of the premerger BioCardia, Inc. (approximately 23 million shares or 1.9 million shares after the reverse split) were held for one year from the date of the merger close as security for company stockholder indemnification obligations (the “Indemnity Holdback Shares”). The indemnity holdback shares have now been cleared for release and will be delivered to shareholders through our transfer agent, Continental Stock Transfer & Trust. Continental Stock Transfer & Trust can be reached by phone at (212) 509-4000 or mail at One State Street, 30th Floor, New York, NY 10004-1561.
Reflecting on the reverse stock split and the one-year anniversary of the merger, BioCardia CEO Peter Altman, PhD, s aid, “The reverse stock split should allow us to satisfy the minimum listing requirements for a major stock exchange, such as NASDAQ or NYSE, which we anticipate in 2018. The holdback shares have been released as all of our commitments in the merger have been fulfilled.
“ The future of the company is bright as we work to transform care for heart failure. We are actively enrolling centers and patients in the Phase 3 trial for our CardiAMP cell therapy. This therapy takes a personalized and minimally-invasive approach to the use of autologous cells for treating ischemic heart failure that develops after a heart attack, and is designed to stimulate the body’s natural healing response. The trial has successfully completed the Data Safety Monitoring Board safety review of the roll-in cohort. If the CardiAMP study repeats or exceeds the improved patient functional capacity outcomes seen in the Phase 2 placebo-controlled trial , we believe we will be in a position to advance the CardiAMP therapy for U.S. approval in the treatment of ischemic heart failure. We also anticipate a second CardiAMP program in another indication, and the continued development of our CardiALLO cell therapy using donor cells.”
About BioCardia®
BioCardia, Inc., headquartered in San Carlos, CA, is developing regenerative biologic therapies to treat cardiovascular disease. CardiAMP® and CardiALLO® cell therapies are the Company ’s biotherapeutic product candidates in clinical development. The Company's current products include the Helix™ transendocardial delivery system and the Morph® steerable guide and sheath catheter portfolio. BioCardia also partners with other biotherapeutic companies to provide its Helix systems and clinical support to their programs studying therapies for the treatment of heart failure, chronic myocardial ischemia and acute myocardial infarction.
Forward Looking Statements
This press release contains forward-looking statements that are subject to many risks and uncertainties. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations. Such factors include, among others, the inherent uncertainties associated with developing new products or technologies, regulatory approvals, unexpected expenditures, the ability to raise the additional funding needed to continue to pursue BioCardia ’s business and product development plans and overall market conditions. These forward-looking statements are made as of the date of this press release, and BioCardia assumes no obligation to update the forward-looking statements.
We may use terms such as “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or other words that convey the uncertainty of future events or outcomes to identify these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained herein, we caution you that forward-looking statements are not guarantees of future performance and that our actual results, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this presentation. As a result of these factors, we cannot assure you that the forward-looking statements in this presentation will prove to be accurate. Additional factors that could materially affect actual results can be found in BioCardia ’s Form 10-K filed with the Securities and Exchange Commission on March 30, 2017, including under the caption titled “Risk Factors.” BioCardia expressly disclaims any intent or obligation to update these forward-looking statements, except as required by law.
Investor Contact:
David McClung, Chief Financial Officer
Email: investors@BioCardia.com
Phone: 650-226-0120
Media Contact:
Michelle McAdam, Chronic Communications, Inc.
Email: michelle@chronic-comm.com
Phone: 310-545-6654
Page 3 of 3
Exhibit 99.2
FOR IMMEDIATE RELEASE
BIOCARDIA ANNOUNCES REVISED EFFECTIVE DATE OF ONE-FOR-TWELVE REVERSE STOCK SPLIT
SAN CARLOS, Calif. – November 2, 2017 – BioCardia®, Inc. [OTC: BCDA], a leader in the development of comprehensive solutions for cardiovascular regenerative therapies , today announced that it has revised the effective date of its previously announced 1-for-12 reverse stock split of BioCardia’s issued and outstanding shares of common stock. Trading on a split-adjusted basis is planned to begin when the market opens on November 3, 2017 under the new trading symbol “BCDAD” and in 20 business days, the trading symbol will revert back to our existing symbol, “ BCDA” . The Company previously announced that the reverse stock split would become effective at the opening of trading on November 2, 2017.
The transfer agent for BioCardia ’s common stock is Continental Stock Transfer & Trust Company. For questions relating to the transfer or mechanics of the reverse stock split, stockholders may contact Continental Stock Transfer & Trust Company, One State Street, 30th Floor, New York, NY 10004-1561 or by phone at (212) 509-4000.
About BioCardia®
BioCardia, Inc., headquartered in San Carlos, CA, is developing regenerative biologic therapies to treat cardiovascular disease. CardiAMP® and CardiALLO® cell therapies are the Company ’s biotherapeutic product candidates in clinical development. The Company's current products include the Helix™ transendocardial delivery system and the Morph® steerable guide and sheath catheter portfolio. BioCardia also partners with other biotherapeutic companies to provide its Helix systems and clinical support to their programs studying therapies for the treatment of heart failure, chronic myocardial ischemia and acute myocardial infarction.
Forward Looking Statements
This press release may contain forward-looking statements that are subject to many risks and uncertainties. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations. These forward-looking statements are made as of the date of this press release, and BioCardia assumes no obligation to update the forward-looking statements.
Investor Contact:
David McClung, Chief Financial Officer
Email: investors@BioCardia.com
Phone: 650-226-0120