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 6, 2019

 

 

BioCardia, Inc.

 

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

(State or other jurisdiction of incorporation)

 

0-21419 23-2753988
(Commission File No.) (IRS Employer Identification No.)

                                       

                                

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):

 

 

☐

Written communication 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

BCDA

OTCQB

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

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 May 6, 2019, 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 9-for-1 reverse stock split of the issued and outstanding shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and preferred stock, par value $0.001 per share (the “Preferred Stock”) (the “Reverse Split”). The Certificate of Amendment was filed on May 6, 2019, the Reverse Split became effective on May 7, 2019, and the Common Stock began trading on a reverse stock split-adjusted basis on The OTC Market on the opening of trading on June 6, 2019. 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 Stock Split, every nine (9) shares of issued and outstanding Common Stock and Preferred Stock were automatically combined into one (1) issued and outstanding share of Common Stock or Preferred Stock, respectively, 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 Stock Split will reduce the number of shares of Common Stock outstanding from 43,631,684 shares to approximately 4,847,964 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.  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 09060U507.

 

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 7.01 Regulation FD Disclosure.

 

On June 6, 2017, the Company issued a press release announcing the trading on a reverse stock split-adjusted basis on The OTC Market on the opening of trading on June 6, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

   

Exhibit

     

Description

 

   
   

3.1

 

Certificate of Amendment of Amended and Restated Certificate of Incorporation as filed on May 6, 2019, with the State of Delaware

   

99.1

 

Press Release of BioCardia, Inc., dated June 6, 2019

   

 

 
 

 

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.

 

 

 

 

BIOCARDIA, INC.

 

 

 

 

 

 

By:

/s/ David McClung

 

 

 

David McClung,

 

 

 

Chief Financial Officer

 

 

Date:    June 6, 2019

 

 

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 May 7, 2019, 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 May 7, 2019, at 12:01 a.m., Eastern Time, each nine 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 )

 

 
 

Exhibit 3.1

 

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 May 6, 2019.

 

 

 

 

 

BIOCARDIA , INC.

 

 

 

 

 

       

 

 

/s/  Peter Altman

 

 

 

Peter Altman

 

 

 

President and Chief Executive Officer

 

Exhibit 99.1

 

 

BIOCARDIA ANNOUNCES REVERSE STOCK SPLIT AND PLAN FOR LISTING ON A MAJOR STOCK EXCHANGE

 

SAN CARLOS, Calif. –  June 6 , 2019 – BioCardia®, Inc.  [OTC: BCDA], a leader in the development of comprehensive solutions for cardiovascular regenerative therapies, today announced that a reverse stock split of its common stock, $0.001 par value, at a ratio of one-for-nine, is effective today, June 6, 2019. The Company’s common stock will begin trading on a split adjusted basis when the markets open under the new trading symbol (BCDAD) and in 20 business days, the trading symbol will revert back to our existing symbol, “BCDA”. The Company’s common stock has been assigned a new CUSIP number of 09060U507 in connection with the reverse stock split.

 

As a result of the reverse split, each nine 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 43.6 million shares to approximately 4.8 million shares. The reverse stock split will also apply to common stock issuable upon the exercise of the Company’s outstanding stock options and warrants for common stock. There is no change to the number of authorized shares under the Company’s Certificate of Incorporation, as amended. 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 April 4, 2019, the board of directors of the Company approved the reverse stock split, subject to stockholder approval. A majority of stockholders approved the reverse split by written consent on April 5, 2019 in accordance with the Company’s current charter and bylaws. The primary goal of the reverse stock split is to increase the per share market price of the stock to meet the minimum share bid price requirements required to enable the Company to list its common stock on either the NASDAQ or the New York Stock Exchange. The Company has filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) relating to a proposed public offering of equity securities that it intends to consummate on or about the time of such listing.

 

 
 

 

No fractional shares will be issued as a result of the reverse stock split. Stockholders who would otherwise be entitled to a fractional share will receive a cash payment, without interest, based on the closing sales price of the Company’s common stock on June 5, 2019.

 

The Company’s transfer agent, Continental Stock Transfer & Trust, will provide instructions to stockholders 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 April 16, 2019 and posted in the “Investors” section of the Company website at www.BioCardia.com under “Financials & Filings”. For questions relating to the transfer or mechanics of the reverse, stockholders may contact Continental Stock Transfer & Trust, 1 State Street, 30 th Floor, New York, NY 10004-1561 or by phone at (212) 509-4000.

 

The registration statement relating to the securities referred to herein has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About BioCardia®
BioCardia, Inc. , headquartered in San Carlos, California, 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™ Biotherapeutic Delivery System and the Morph® steerable guide and sheath catheter portfolio, including the new AVANCE™ Steerable Introducer family. 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, among other things, our ability to complete the reverse stock split, the offering, maintain the required share price and other requirements for listing on a major stock exchange, and statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations. Such risks and uncertainties include, among others, the inherent uncertainties associated with developing new products or technologies, SEC and FDA 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 may differ materially from the forward-looking statements contained in this press release. As a result of these factors, we cannot assure you that the forward-looking statements in this press release 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 April 2, 2019, 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. 

 

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Media Contact :
Michelle McAdam, Chronic Communications, Inc.
michelle@chronic-comm.com

(310) 902-1274

 

Investor Contact :
David McClung, Chief Financial Officer
Investors@BioCardia.com

(650) 226-0120