Post by icemandios on Feb 9, 2024 15:19:40 GMT
Item 8.01 Other Events.
On February 9, 2024, BioCardia, Inc. (the “ Company ”) entered into a Securities Purchase and Registration Rights Agreement (the “ Purchase Agreement ”) relating to a private placement (the “ Private Placement ”) with certain qualified institutional buyers and institutional accredited investors, as well as Peter Altman, the Company’s President and Chief Executive Officer (each, an “ Investor ” and, collectively, the “ Investors ”). Pursuant to the Purchase Agreement, the Company agreed to sell to the Investors (i) an aggregate of 2,012,978 shares of the Company’s common stock, par value $0.001 per share (the “ Shares ”), at an offering price of $0.4331 per Share, other than Dr. Altman, who agreed to pay $0.4625 per share in compliance with Nasdaq rules, and (ii) warrants to purchase an aggregate of 1,006,488 shares of Common Stock (the “ Warrants ”; the shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrants collectively are referred to herein as the “ Warrant Shares ”; the Warrant Shares, together with the Shares and the Warrants, as applicable, the “ Securities ”). Of such securities, Dr. Altman agreed to purchase (i) 108,108 Shares and (ii) a Warrant to purchase 54,054 Warrant Shares. The gross proceeds of the Private Placement are expected to be approximately $ $875,000, before deducting transaction expenses. The Private Placement is expected to close on February 13, 2024, subject to the satisfaction of customary closing conditions (the “ Closing Date ”).
The Warrants will be exercisable at an exercise price equal to $0.4423 per Warrant Share, subject to certain adjustments, as provided under the terms of the Warrant, and will be exercisable at any time on or after the Closing Date until February 13, 2026.
The Company intends to use the net proceeds from the Private Placement for general corporate purposes.
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 Securities to be issued pursuant to the Purchase Agreement and Warrant have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or any state securities laws and will be issued pursuant to the exemption from registration provided for under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on the representations and warranties made by the Investors. Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the Securities described herein.
In connection with the Private Placement, the Company agreed to provide for the resale of the Shares and Warrant Shares pursuant to a registration statement (the “ Registration Statement ”) to be filed with the Securities and Exchange Commission (the “ SEC ”) on or prior to February 23, 2024. The Company has agreed to use commercially reasonable efforts to cause the Registration Statement to be declared effective as soon as possible and to keep the Registration Statement continuously effective from the date on which the SEC declares the Registration Statement to be effective until the earliest of (i) such date that all Registrable Securities (as such term is defined in the Purchase Agreement) have been sold pursuant to a registration statement under the Securities Act, (ii) the Registrable Securities may be sold without volume or manner of sale restriction pursuant to Rule 144 as promulgated by the SEC under the Securities Act and (iii) February 9, 2026.
On February 9, 2024, BioCardia, Inc. (the “ Company ”) entered into a Securities Purchase and Registration Rights Agreement (the “ Purchase Agreement ”) relating to a private placement (the “ Private Placement ”) with certain qualified institutional buyers and institutional accredited investors, as well as Peter Altman, the Company’s President and Chief Executive Officer (each, an “ Investor ” and, collectively, the “ Investors ”). Pursuant to the Purchase Agreement, the Company agreed to sell to the Investors (i) an aggregate of 2,012,978 shares of the Company’s common stock, par value $0.001 per share (the “ Shares ”), at an offering price of $0.4331 per Share, other than Dr. Altman, who agreed to pay $0.4625 per share in compliance with Nasdaq rules, and (ii) warrants to purchase an aggregate of 1,006,488 shares of Common Stock (the “ Warrants ”; the shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrants collectively are referred to herein as the “ Warrant Shares ”; the Warrant Shares, together with the Shares and the Warrants, as applicable, the “ Securities ”). Of such securities, Dr. Altman agreed to purchase (i) 108,108 Shares and (ii) a Warrant to purchase 54,054 Warrant Shares. The gross proceeds of the Private Placement are expected to be approximately $ $875,000, before deducting transaction expenses. The Private Placement is expected to close on February 13, 2024, subject to the satisfaction of customary closing conditions (the “ Closing Date ”).
The Warrants will be exercisable at an exercise price equal to $0.4423 per Warrant Share, subject to certain adjustments, as provided under the terms of the Warrant, and will be exercisable at any time on or after the Closing Date until February 13, 2026.
The Company intends to use the net proceeds from the Private Placement for general corporate purposes.
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 Securities to be issued pursuant to the Purchase Agreement and Warrant have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or any state securities laws and will be issued pursuant to the exemption from registration provided for under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on the representations and warranties made by the Investors. Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the Securities described herein.
In connection with the Private Placement, the Company agreed to provide for the resale of the Shares and Warrant Shares pursuant to a registration statement (the “ Registration Statement ”) to be filed with the Securities and Exchange Commission (the “ SEC ”) on or prior to February 23, 2024. The Company has agreed to use commercially reasonable efforts to cause the Registration Statement to be declared effective as soon as possible and to keep the Registration Statement continuously effective from the date on which the SEC declares the Registration Statement to be effective until the earliest of (i) such date that all Registrable Securities (as such term is defined in the Purchase Agreement) have been sold pursuant to a registration statement under the Securities Act, (ii) the Registrable Securities may be sold without volume or manner of sale restriction pursuant to Rule 144 as promulgated by the SEC under the Securities Act and (iii) February 9, 2026.