Item 1.01. Entry Into a Material Definitive Agreement.

Purchase Agreement

On July 5, 2019, BioCardia, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Purchase Agreement”) with certain officers and directors and a principal stockholder of the Company (the “Purchasers”), to issue and sell convertible promissory notes (the “Notes”) in the aggregate principal amount of $625,000. The offers and sales of the Notes were made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Such offers and sales were made solely to qualified investors and was made without any form of general solicitation and with full access to any information requested by the investor regarding the Company or the securities offered. The proceeds will be used for general corporate purposes.

The Purchase Agreement includes customary representations, warranties and covenants by the Company, including negative covenants with respect the incurrence of indebtedness, the incurrence of liens and the disposition of assets, and customary closing conditions.

The foregoing does not purport to be a complete description of the Purchase Agreement and is qualified in its entirety by reference to the full text of such document, which is attached as Exhibits 10.1 to this Form 8-K and incorporated by reference herein.

Notes

On July 5, 2019, the Company issued $625,000 aggregate principal amount of Notes. The Notes will bear interest at 14% per annum, payable at maturity. The Notes mature on January 5, 2020, unless earlier repurchased by the Company or converted pursuant to their terms.

The Notes will be automatically converted into shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and/or securities exercisable or convertible into Common Stock, as applicable, upon the closing of an offering of the Common Stock and/or securities exercisable or convertible into Common Stock in connection with the listing of shares of such common stock on a national securities exchange (a “Qualified Financing”) at a conversion price equal to 50% of the price to the public in such Qualified Financing. The Notes are also convertible at any time at the option of the holder into shares of the Common Stock at $8.00 per share, subject to adjustment upon stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

If the Notes have not been converted into Common Stock and/or securities exercisable or convertible into Common Stock pursuant to a Qualified Financing within 45 calendar days after the original issuance date of the Notes, the Company will have the right to prepay the Notes in full in an amount equal to the outstanding principal amount thereof plus all unpaid interest that would otherwise be due at maturity.

The Notes provide for customary “events of default,” including, among others, upon: (i) non-payment of amounts due thereunder; (ii) non-compliance with covenants thereunder; (iii) breach of any representation or warranty made thereunder; and (iv) certain events of bankruptcy, insolvency or reorganization of the Company.

If such an event of default, other than an event of default described in clause (iv) above with respect to the Company, occurs and is continuing, a Majority in Interest of Holders (as defined in the Notes), by written notice to the Company, may declare all obligations under the Notes outstanding to be immediately due and payable. If an event of default described in clause (iv) above with respect to the Company occurs, all obligations under the Notes outstanding are to be immediately due and payable.

The Notes are senior unsecured obligations of the Company and will rank equal in right of payment to any of the Company’s unsecured, unsubordinated indebtedness.

The foregoing does not purport to be a complete description of the Form of Convertible Promissory Note and is qualified in its entirety by reference to the full text of such document, which is attached as Exhibit 4.1 to this Form 8-K and incorporated by reference herein.