Business Context and Reporting Period
This Form 8-K is filed by Biocardia, Inc. on September 24, 2025. The report addresses Item 3.01 regarding the notice of delisting or failure to satisfy a continued listing rule. The Company previously received notice from Nasdaq on April 1, 2025, that its stockholders' equity fell below the required minimum of $2,500,000 under Listing Rule 5550(b)(1). This filing updates the status of the Company's compliance plan and confirms the completion of financing activities intended to restore compliance.
Key Financial Metrics and Capital Activities
The filing details several capital raising transactions executed between April and September 2025 to address the equity deficiency. Specific revenue, profit, or operating cash flow metrics are not provided in this document.
- Stockholders' Equity Status: The Company believes it has regained compliance with the minimum $2.5 million stockholders' equity requirement as of the report date.
- April 2025 Private Placement: Sold 406,818 shares and warrants; net proceeds were $719,000.
- June 2025 Private Placement: Sold 274,696 shares and warrants; net proceeds were $529,000.
- September 2025 Offering: Sold 4,800,000 shares and warrants at a combined price of $1.25; net proceeds were approximately $5.1 million.
- At-The-Market (ATM) Sales: From April 1 to September 24, 2025, sold 446,215 shares at an average price of $2.55; net proceeds were $1.0 million.
Material Changes Versus Prior Period
The primary material change is the restoration of stockholders' equity to meet Nasdaq listing standards following a deficiency identified in April 2025. The Company successfully executed multiple financing rounds, raising a total of approximately $7.35 million in net proceeds across the four transactions described above. This contrasts with the prior period where the Company was in non-compliance and had received an extension until September 29, 2025, to regain compliance.
Outlook, Risks, and Management Commentary
Management Commentary: Management states that as a result of the recent transactions, the Company believes it has regained compliance with the $2.5 million stockholders' equity requirement. The Company expects Nasdaq to continue monitoring ongoing compliance.
Risks and Contingencies:
- Delisting Risk: If the Company fails to evidence compliance in its next periodic report, it may be subject to delisting.
- Forward-Looking Statements: The report includes forward-looking statements regarding the intention to maintain compliance. Actual results may differ due to risks described in the Company's Form 10-K filed on March 26, 2025.
Investor Verification Checklist
- Verify the exact stockholders' equity balance in the Company's next periodic report (10-Q or 10-K) to confirm sustained compliance with Nasdaq Rule 5550(b)(1).
- Review the terms of the warrants issued in the April, June, and September 2025 transactions, specifically the exercise prices ($1.905, $1.95, and $1.25) and expiration dates.
- Monitor the status of the CardiAMP Cell Therapy System application with the Japanese Pharmaceuticals and Medical Devices Agency, as this event triggers early warrant exercise expiration.
- Confirm the total number of shares outstanding post-issuance to assess potential dilution from the 5,927,713 new shares issued in these transactions.