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