BioCardia Files 8-K on Security Holder Rights & Bylaws

TL;DR

BioCardia filed an 8-K, expect changes to shareholder rights and company bylaws.

AI Summary

BioCardia, Inc. filed an 8-K on May 29, 2024, reporting material modifications to the rights of its security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits, though specific details of these modifications and financial figures are not provided in the excerpt.

Why It Matters

Changes to a company's charter or bylaws can significantly impact the rights and governance structure for its shareholders and stakeholders.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and bylaws often indicate significant corporate events that could impact stock value.

Key Players & Entities

• BioCardia, Inc. (company) — Registrant
• May 29, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-38999 (filing_id) — SEC File Number

FAQ

Key Financial Figures

• $0.001 B — ich registered Common Stock, par value $0.001 BCDA The Nasdaq Capital Market Warrant
• $0.001 — nding shares of common stock, par value $0.001 per share (the "Common Stock") and (ii)

Filing Documents

• bcda20240530_8k.htm (8-K) — 31KB
• ex_681330.htm (EX-3.1) — 10KB
• 0001437749-24-018654.txt ( ) — 193KB
• bcda-20240529.xsd (EX-101.SCH) — 4KB
• bcda-20240529_def.xml (EX-101.DEF) — 13KB
• bcda-20240529_lab.xml (EX-101.LAB) — 18KB
• bcda-20240529_pre.xml (EX-101.PRE) — 14KB
• bcda20240530_8k_htm.xml (XML) — 5KB

03

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 5.03 of this Current Report on Form 8-K (this "Report") is incorporated herein by reference. --12-31

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws. On May 29, 2024, BioCardia, Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of the State of Delaware to (i) effect a 1-for-15 reverse stock split (the "Reverse Split") of the Company's issued and outstanding shares of common stock, par value $0.001 per share (the "Common Stock") and (ii) reduce the number of authorized shares of Common Stock from 100.0 million to 50.0 million. The Certificate of Amendment became effective on May 30, 2024 at 12:01 a.m. Eastern Time, and the Common Stock will begin trading on a reverse stock split-adjusted basis on Nasdaq Capital Markets on the opening of trading, May 30, 2024. The trading symbol for the Common Stock will remain "BCDA." As a result of the Reverse Stock Split, every fifteen (15) 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 were 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 27,382,599 shares to approximately 1,825,506 shares, subject to adjustment for the payment of cash in lieu of fractional shares. In additional, proportional adjustments were made to the number of shares of Common Stock issuable upon exercise or conversion of the Company's equity awards and warrants, the applicable exercise or conversion price and the number of shares of Common Stock reserved for future issuance under the Company's equity incentive plans. 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

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation as filed on May 29, 2024 with the State of Delaware. 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. /s/ Peter Altman, Ph.D. Peter Altman, Ph.D. President and Chief Executive Officer Date: May 30, 2024

View Full Filing

View this 8-K filing on SEC EDGAR