BioCardia Reports Unregistered Equity Sales, Warrants Issued

TL;DR

**BioCardia just sold more stock and warrants privately, potentially diluting current shareholders.**

AI Summary

BioCardia, Inc. filed an 8-K on February 9, 2024, reporting unregistered sales of equity securities, specifically common stock and warrants. This indicates the company raised capital outside of a public offering, which could dilute existing shareholders if more shares are issued, potentially impacting the stock's value for current and prospective investors.

Why It Matters

Unregistered sales of equity can dilute existing shareholders' ownership and potentially put downward pressure on the stock price, as more shares become available in the market.

Risk Assessment

Risk Level: medium — The issuance of unregistered equity securities and warrants carries a medium risk due to potential dilution for existing shareholders and uncertainty regarding the terms and pricing of these private transactions.

Analyst Insight

Investors should investigate the specific terms of these unregistered sales, including the number of shares and warrants issued and the price, to assess the potential dilution and its impact on the stock's valuation before making any investment decisions.

Key Players & Entities

• BioCardia, Inc. (company) — registrant filing the 8-K
• Delaware (company) — state of incorporation for BioCardia, Inc.
• 001-38999 (dollar_amount) — Commission File Number
• 23-2753988 (dollar_amount) — IRS Employer Identification Number
• 320 Soquel Way Sunnyvale, California 94085 (company) — principal executive offices address
• 650-226-0120 (dollar_amount) — registrant's telephone number

FAQ

Key Financial Figures

• $0.001 B — ch registered Common Stock , par value $0.001 BCDA The Nasdaq Capital Market Warrant
• $0.001 — f the Company's common stock, par value $0.001 per share (the " Shares "), at an offer
• $0.4331 — he " Shares "), at an offering price of $0.4331 per Share, other than Dr. Altman, who a
• $0.4625 — ther than Dr. Altman, who agreed to pay $0.4625 per share in compliance with Nasdaq rul
• $875,000, b — ment are expected to be approximately $ $875,000, before deducting transaction expenses. Th
• $0.4423 — ercisable at an exercise price equal to $0.4423 per Warrant Share, subject to certain a

Filing Documents

• bcda20240208_8k.htm (8-K) — 34KB
• ex_624462.htm (EX-4.1) — 164KB
• 0001437749-24-003561.txt ( ) — 379KB
• bcda-20240209.xsd (EX-101.SCH) — 4KB
• bcda-20240209_def.xml (EX-101.DEF) — 13KB
• bcda-20240209_lab.xml (EX-101.LAB) — 17KB
• bcda-20240209_pre.xml (EX-101.PRE) — 13KB
• bcda20240208_8k_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained under Item 8.01 below is hereby incorporated by reference into this Item 3.02 of this Current Report on Form 8-K.

01 Other Events

Item 8.01 Other Events. On February 9, 2024, BioCardia, Inc. (the " Company ") entered into a Securities Purchase and Registration Rights Agreement (the " Purchase Agreement ") relating to a private placement (the " Private Placement ") with certain qualified institutional buyers and institutional accredited investors, as well as Peter Altman, the Company's President and Chief Executive Officer (each, an " Investor " and, collectively, the " Investors "). Pursuant to the Purchase Agreement, the Company agreed to sell to the Investors (i) an aggregate of 2,012,978 shares of the Company's common stock, par value $0.001 per share (the " Shares "), at an offering price of $0.4331 per Share, other than Dr. Altman, who agreed to pay $0.4625 per share in compliance with Nasdaq rules, and (ii) warrants to purchase an aggregate of 1,006,488 shares of Common Stock (the " Warrants "; the shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrants collectively are referred to herein as the " Warrant Shares "; the Warrant Shares, together with the Shares and the Warrants, as applicable, the " Securities "). Of such securities, Dr. Altman agreed to purchase (i) 108,108 Shares and (ii) a Warrant to purchase 54,054 Warrant Shares. The gross proceeds of the Private Placement are expected to be approximately $ $875,000, before deducting transaction expenses. The Private Placement is expected to close on February 13, 2024, subject to the satisfaction of customary closing conditions (the " Closing Date "). The Warrants will be exercisable at an exercise price equal to $0.4423 per Warrant Share, subject to certain adjustments, as provided under the terms of the Warrant, and will be exercisable at any time on or after the Closing Date until February 13, 2026. The Company intends to use the net proceeds from the Private Placement for general corporate purposes. The Purchase Agreement contains customary representations, warranties and agreements by the Compa

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Securities Purchase and Registration Rights Agreement, dated February 9, 2024, by and among the Company and the Investors. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. BIOCARDIA, INC. Date: February 9, 2024 By: /s/ Peter Altman, Ph.D. Peter Altman, Ph.D. President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR