BioCardia Announces Reverse Stock Split
May 21 2024 - 5:00PM
BioCardia, Inc. [Nasdaq: BCDA], a developer of cellular and
cell-derived therapeutics for the treatment of cardiovascular and
pulmonary diseases, today announced that, following approval
by the Company's stockholders and its Board of Directors, the
Company intends to effect a reverse stock split of its common stock
at a ratio of 1 post-split share for every 15 pre-split shares. The
reverse stock split will become effective at 12:01 a.m. Eastern
Daylight Time on Thursday, May 30, 2024. The Company’s common stock
will begin trading on a split-adjusted basis when the market opens
on Thursday, May 30, 2024. The Company’s common stock and warrants
will continue to be traded on The Nasdaq Capital Market under the
ticker symbols “BCDA” and “BCDAW,” respectively. The reverse stock
split is intended to increase the minimum bid price requirement for
continued listing on The Nasdaq Capital Market. The Company,
however, cannot assure that the price of its common stock after the
reverse stock split will reflect the corresponding split ratio,
that the price per share following the effective time will be
maintained for any period of time, or that the price will remain
above the pre-split trading price.
At the effective time of the reverse stock
split, every 15 shares of the Company's issued and outstanding
common stock will be converted automatically into one issued and
outstanding share of common stock. Stockholders holding their
shares electronically in book-entry form are not required to take
any action to receive post-split shares. Stockholders owning shares
through a bank, broker, or other nominee will have their positions
automatically adjusted to reflect the reverse stock split, subject
to brokers' particular processes, and will not be required to take
any action in connection with the reverse stock split. For those
stockholders holding physical stock certificates, the Company's
transfer agent, Continental Stock Transfer & Trust Co., will
send instructions for exchanging those certificates for shares held
electronically in book-entry form or for new certificates, in
either case representing the post-split number of shares, and any
payments in cash in lieu of fractional shares, if applicable.
The reverse stock split will affect all
stockholders uniformly and will not alter any stockholder's
percentage interest in the Company's equity, except to the extent
that the reverse stock split would result in a stockholder owning a
fractional share. No fractional shares will be issued in connection
with the reverse stock split. Stockholders who would otherwise hold
a fractional share of the Company's common stock following the
reverse stock split will receive a cash payment in lieu thereof at
a price equal to that fractional share to which the stockholder
would otherwise be entitled multiplied by the closing sale price of
the common stock on The Nasdaq Capital Market, as adjusted for the
reverse stock split, May 29, 2024.
Proportional adjustments will be 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
issuable under the Company’s equity plans.
Following the reverse stock split, the Company’s
common stock will have a new CUSIP number (09060U 606). The CUSIP
number for the Company’s public warrants will not change.
In connection with the reverse stock split, the
Company will effect an adjustment to its authorized shares of
common stock, such that the 100,000,000 authorized shares of common
stock will be reduced to 50,000,000 authorized shares of common
stock. The par value per share of common stock and number of
authorized shares of preferred stock will not change.
Additional information about the reverse stock
split can be found in the Company’s definitive proxy statement
filed with the SEC on April 15, 2024, which is available free of
charge at the SEC’s website, www.sec.gov, and on the Company’s
website at
https://www.biocardia.com/investors/finanicals-filings/id/1021.
About BioCardia®
BioCardia, Inc., headquartered in Sunnyvale,
California, is developing cellular and cell-derived therapeutics
for the treatment of cardiovascular and pulmonary disease. CardiAMP
autologous and CardiALLO allogeneic cell therapies are the
Company’s biotherapeutic platforms for the treatment of heart
disease. BioCardia also works with partners to provide its
proprietary biotherapeutic delivery system along with preclinical
and clinical development services for biotherapeutic delivery to
the heart.
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, statements
regarding the timing and effectiveness of the reverse stock split
and the Company’s ability to regain compliance with Nasdaq’s
minimum bid price. These forward-looking statements are made as of
the date of this press release.
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. Factors that could cause or
contribute to such differences include, but are not limited to, the
Company’s liquidity position and its ability to raise additional
funds, as well as the Company’s ability to successfully advance its
clinical trials. 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 March 29, 2023,
under the caption titled “Risk Factors,” and in its subsequently
filed Quarterly Reports on Form 10-Q. The Company expressly
disclaims any intent or obligation to update these forward-looking
statements, except as required by law.
Media Contact:
Miranda Peto, Marketing / Investor Relations
Email: mpeto@BioCardia.com
Phone: 650-226-0120
Investor Contact:
David McClung, Chief Financial Officer
Email: investors@BioCardia.com
Phone: 650-226-0120
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