false 0000925741 0000925741 2023-10-18 2023-10-18 0000925741 bcda:CommonStockParValue0001CustomMember 2023-10-18 2023-10-18 0000925741 bcda:WarrantToPurchaseCommonStockCustomMember 2023-10-18 2023-10-18
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 18, 2023
 
BIOCARDIA, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
0-21419
  
23-2753988
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
320 Soquel Way
Sunnyvale, California 94085
  
(Address of principal executive offices and zip code)
  
 
Registrant’s telephone number, including area code: (650) 226-0120
 
_____________________________________________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001
BCDA
The Nasdaq Capital Market
Warrant to Purchase Common Stock
BCDAW
The Nasdaq Capital Market
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter) ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 5.07         Submission of Matters to a Vote of Security Holders.
On October 18, 2023, the Company held its Annual Meeting. Present at the Annual Meeting in person or by proxy were holders of 13,785,571 shares of the Company’s common stock, representing 63.76% of the voting power of the shares of the Company’s common stock as of August 25, 2023, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The matters before the annual meeting are described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on September 1, 2023.
 
Proposal 1 – Election of Directors. The following nominees were elected as Class I directors to serve until the 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:
 
Nominee
  
Votes For
  
Withheld
  
Broker Non-votes
             
Peter Altman, Ph.D.
  
4,390,666
  
2,267,657
  
7,127,248
             
Bill Facteau
  
4,500,019
  
2,158,304
  
7,127,248
             
 
Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of PKF San Diego, LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023 was ratified.
 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-votes
13,062,509
  
695,047
  
28,015
  
---
 
 
Proposal 3 – Approval, on an Advisory Basis, of the Company’s Executive Compensation. The Company’s executive compensation was approved on an advisory basis.
 
Votes For
  
Votes Against
  
Abstentions
  
Broker Non-votes
4,375,841
  
2,264,503
  
17,979
  
7,127,248
 
 
Proposal 4 – Resolution Indicating how Frequently to Hold an Advisory Vote on Executive Compensation. A frequency of every one year for an advisory vote on executive compensation was approved.
 
1 YEAR
  
2 YEARS
  
3 YEARS
  
Abstentions
  
Broker Non-votes
6,031,521
  
23,503
  
502,667
  
100,632
  
7,127,248
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
BIOCARDIA, INC.
  
   
/s/ Peter Altman, Ph.D.
  
Peter Altman, Ph.D.
  
President and Chief Executive Officer
  
   
Date: October 18, 2023
  
 
 
 
v3.23.3
Document And Entity Information
Oct. 18, 2023
Document Information [Line Items]  
Entity, Registrant Name BIOCARDIA, INC.
Document, Type 8-K
Document, Period End Date Oct. 18, 2023
Entity, Incorporation, State or Country Code DE
Entity, File Number 0-21419
Entity, Tax Identification Number 23-2753988
Entity, Address, Address Line Two 320 Soquel Way
Entity, Address, City or Town Sunnyvale
Entity, Address, State or Province CA
Entity, Address, Postal Zip Code 94085
City Area Code 650
Entity, Information, Former Legal or Registered Name 226-0120
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000925741
CommonStockParValue0001 Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.001
Trading Symbol BCDA
Security Exchange Name NASDAQ
WarrantToPurchaseCommonStock Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Warrant to Purchase Common Stock
Trading Symbol BCDAW
Security Exchange Name NASDAQ
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