BIOCARDIA, INC. (OTCMKTS:BCDA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Registered Direct Offering
On December 14, 2020, BioCardia, Inc., a Delaware Corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers of the Shares. The Purchase Agreement provides for the sale and issuance by the Company of an aggregate of 1,789,474 Shares, at an offering price of $4.75 per share for gross proceeds of approximately $8.5 million before deducting the Placement Agent’s fees and related offering expenses. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions. The Company intend to use the net proceeds for working capital and general corporate purposes, which include, but are not limited to, completing enrollment in the ongoing CardiAMP Cell Therapy pivotal trial for the treatment of heart failure, the funding of clinical development and pursuing regulatory approval for our product candidates.
On December 14, 2020, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”). to the terms of the Placement Agency Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of an aggregate of 1,789,474 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), at a price to the public of $4.75 per share (the “Registered Offering”). The Company will pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds generated from the sale of the Shares and reimburse the Placement Agent for certain of its expenses in an amount not to exceed $40,000.
The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The Registered Offering is being made to a Registration Statement (No. 333-249426) on Form S-3, which was filed by the Company with the Securities and Exchange Commission on October 9, 2020, and declared effective on October 20, 2020, as supplemented by a prospectus supplement dated December 14, 2020.
The Placement Agency Agreement and Purchase Agreement are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Placement Agency Agreement and Purchase Agreement are qualified in their entirety by reference to such exhibits.
Item 8.01 Other Events.
The Company issued a press release announcing the Registered Offering on December 14, 2020. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The Company is filing the opinion of its counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, as Exhibit 5.1 hereto, regarding the legality of the Shares covered by the Purchase Agreement.
Item 9.01 Exhibits.
(d) Exhibits
The following exhibits are filed as part of this report:
BioCardia, Inc. Exhibit
EX-1.1 2 ex_217617.htm EXHIBIT 1.1 ex_217617.htm Exhibit 1.1 December 14,…
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About BIOCARDIA, INC. (OTCMKTS:BCDA)
BioCardia, Inc., formerly Tiger X Medical, Inc., is a clinical-stage regenerative medicine company. The Company is engaged in developing therapeutics for cardiovascular diseases. The Company’s lead therapeutic candidate is the CardiAMP Cell Therapy System (CardiAMP). It focuses on the Phase III trial for CardiAMP in ischemic systolic heart failure. The Company also offers CardiALLO Cell Therapy System (CardiALLO), an allogeneic off the shelf mesenchymal stem cell product candidate from other donors. It focuses on the Phase II trial for CardiALLO for the treatment of ischemic systolic heart failure. The Company focuses on various fields of autologous and allogeneic cell-based therapies to manage the lives of patients with cardiovascular conditions. CardiAMP is a therapeutic treatment that includes a companion diagnostic. It consists of a cell potency screening test, a point of care cell processing platform and a biotherapeutic delivery system.
