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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): June 12, 2026

 

 

 

 

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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

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 3.01.         Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously disclosed on that certain Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2026 (the “Original 8-K”), on April 10, 2026, BioCardia, Inc. (the “Company,” “we,” “us” and “our”) received a notification letter (the “Notice”) from the Nasdaq Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its amount of stockholders’ equity had fallen below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1).

 

As noted in the Original 8-K, the Company had until May 25, 2026 to provide Nasdaq with a specific plan to achieve and sustain compliance. The Company submitted its plan to regain compliance on May 25, 2026, and on June 9, 2026, received written notice that, based on review of the compliance plan, the Nasdaq staff granted the Company an extension to October 7, 2026 to regain compliance with the Rule. The Company is filing this Current Report on Form 8-K (this “Report”) to provide an update to its compliance with continued listing requirements as set forth in Nasdaq Listing Rule 5550(b)(1).

 

On June 8, 2026, the Company filed an 8-K and issued a press release announcing that the Company sold 3,509,604 shares at an average price of $1.279 on Friday, June 5, 2026. The shares were sold pursuant to the Company’s “At The Market” offering agreement with H.C. Wainwright & Co. (the “Sales Agreement”). Under the Sales Agreement, from April 1, 2026 to June 5, 2026, we sold an aggregate of 4,004,330 shares of common stock at an average share price of $1.27, resulting in net proceeds of $4.9 million after deducting fees and expenses.

 

As a result of these transactions, the Company believes it has regained compliance with the minimum $2.5 million stockholders’ equity requirement for continued listing as set forth in Nasdaq Listing Rule 5550(b)(1). In that regard, the Company believes that as of the date of this Report, stockholders’ equity exceeds $2.5 million. Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not purely historical regarding the Company’s or its management’s intentions, beliefs, expectations and strategies for the future, including statements regarding the Company’s regaining and maintaining compliance with Nasdaq listing standards. All forward-looking statements included in this Current Report on Form 8-K are made as of the date of this report, based on information currently available to the Company. The risks and uncertainties that may cause actual results to differ materially from the Company’s current expectations are more fully described in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2026, any subsequently filed Quarterly Reports on Form 10-Q, and its other reports, each as filed with the SEC. Except as required by law, the Company assumes no obligation to update any such forward-looking statement after the date of this report or to conform these forward-looking statements to actual results.

 

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.