BioCardia, Inc. (OTCMKTS:BCDA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
Entry Into a Material Definitive Agreement.
Securities Purchase Agreement
On December 24, 2018, BioCardia, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with entities affiliated with the Stertzer Family Trust and with Frost Gamma Investments Trust, our largest beneficial owners (the “Investors”), relating to an offering and sale (the “Offering”) of an aggregate of 5,333,332 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $0.75 per share, and warrants (the “Investor Warrants”), to purchase up to one-half of the number of shares of Common Stock sold to an Investor, up to an aggregate for all Investors of 2,666,666 shares of Common Stock (the “Warrant Shares”) at an exercise price of $0.75 per share, for aggregate gross proceeds of $4 million. The Investor Warrants will expire on December 24, 2023. The Investor Warrants contain customary adjustments and are exercisable immediately for cash and after six months will also be exercisable on a cashless basis if there is no effective registration statement registering the resale of the Warrant Shares. The Investors do not have registration rights in connection with any securities purchased in the Offering. The closing of the Offering took place on December 24, 2018.
The foregoing descriptions of the Securities Purchase Agreement and the Warrants are qualified by reference to the full text of the Securities Purchase Agreement and the Form of Warrant, which are filed as Exhibits 10.1 and 4.1, respectively, and incorporated herein by reference.
|
Item 3.02. |
Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 is incorporated herein by reference. The securities issued by the Company to the Securities Purchase Agreement and to be issued upon exercise of the Warrants have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, promulgated thereunder and on similar exemptions under applicable state laws.
|
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
BioCardia, Inc. Exhibit
EX-4.1 2 ex_132151.htm EXHIBIT 4.1 ex_132151.htm Exhibit 4.1 FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
To view the full exhibit click here
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.
