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As filed with the Securities and Exchange Commission on September 17, 2025 Registration No. 333-290283 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S‑1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BioCardia, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware |
2836 |
23-2753988 |
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(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
320 Soquel Way
Sunnyvale, California
94085 (650) 226-0120
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Peter Altman
President and Chief Executive Officer
320 Soquel Way
Sunnyvale, California 94085
(650) 226-0120
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael J. Danaher
Austin D. March
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, or Securities Act, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, or the Exchange Act.
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Large accelerated filer ☐ |
Accelerated filer ☐ |
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Non-accelerated filer ☒ |
Smaller reporting company ☒ |
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Emerging growth company ☐ |
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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment No. 1”) to the Registration Statement on Form S-1 (File No. 333-290283) of BioCardia, Inc. (the “Registration Statement”) is being filed as an exhibits-only filing. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement, and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits.
Exhibit Index
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Exhibit |
Description |
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1.1*+ |
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2.1(1) |
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2.2(2) |
First Amendment to Agreement and Plan of Merger dated October 21, 2016 |
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3.1(3) |
Amended and Restated Certificate of Incorporation, as amended May 29, 2024 |
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3.2(4) |
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4.1(5) |
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4.2(6) |
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4.3(7) |
Form of Stock Option Agreement under BioCardia 2002 Stock Plan |
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4.4(8) |
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4.5(9) |
Form of Stock Option Agreement under BioCardia 2016 Equity Incentive Plan |
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4.6(10) |
Form of Restricted Stock Unit Agreement under BioCardia 2016 Equity Inventive Plan |
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4.7(11) |
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4.8(12) |
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4.9(13) |
Form of Director Restricted Stock Unit Agreement under the BioCardia 2016 Equity Incentive Plan |
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4.10(14) |
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Exhibit |
Description |
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4.11(15) |
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4.12(16) |
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4.13(17) |
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4.14(18) |
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5.1(19) |
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10.1(20) |
Form of Indemnification Agreement for directors and executive officers |
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10.2(21) |
Form of Change of Control and Severance Agreement with each executive officer |
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10.3(22)+ |
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10.4(23) |
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10.5(24) |
Litigation Funding Agreement dated April 9, 2020, between BSLF, LLC and the Company |
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10.6(25) |
Lease agreement, dated December 14, 2021 between the Company and the Irvine Company LLC |
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10.7(26) |
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10.8(27) |
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10.9(28) |
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10.10(29) |
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10.11(30) |
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21.1(31) |
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23.1(32) |
Consent of PKF San Diego, LLP, Independent Registered Public Accounting Firm |
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23.2(33) |
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24.1(34) |
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101.INS |
Inline XBRL Instance Document |
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101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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101.INS |
Inline XBRL Instance Document |
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107(35) |
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* |
Filed herewith. |
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+ |
Confidential Treatment portions of this exhibit have been omitted as permitted by applicable regulations. |
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(1) |
Previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by us on August 25, 2016. |
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(2) |
Previously filed as Exhibit 2.2 to the Current Report on Form 8-K filed by us on October 27, 2016. |
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(3) |
Previously filed as Exhibit 3.1 to the Annual Report on Form 10-K filed by us on March 26, 2025. |
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(4) |
Previously filed as Exhibit 3.1 to the Current Report on Form 8-K filed by us on May 1, 2023. |
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(5) |
Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on October 27, 2016. |
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(6) |
Previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed by us on October 27, 2016. |
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(7) |
Previously filed as Exhibit 4.3 to the registration statement on Form S-8 filed by us on February 8, 2017. |
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(8) |
Previously filed as Exhibit 4.4 to the registration statement on Form S-1 filed by us on August 9, 2024. |
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(9) |
Previously filed as Exhibit 4.7 to the registration statement on Form S-8 filed by us on February 8, 2017. |
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(10) |
Previously filed as Exhibit 4.8 to the registration statement on Form S-8 filed by us on February 8, 2017. |
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(11) |
Previously filed as Exhibit 4.7 to the registration statement on Form S-1 filed by us on September 16, 2025. |
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(12) |
Previously filed as Exhibit 4.8 to the registration statement on Form S-1 filed by us on September 16, 2025. |
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(13) |
Previously filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q filed by us on May 15, 2020. |
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(14) |
Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on December 15, 2022. |
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(15) |
Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on February 9, 2024. |
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(16) |
Previously filed as Exhibit 4.2 to the Current Report on Form 8-K filed by us on September 3, 2024. |
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(17) |
Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on April 23, 2025. |
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(18) |
Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on July 2, 2025. |
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(19) |
Previously filed as Exhibit 5.1 to the registration statement on Form S-1 filed by us on September 16, 2025. |
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(20) |
Previously filed as Exhibit 10.4 to the Current Report on Form 8-K filed by us on October 27, 2016. |
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(21) |
Previously filed as Exhibit 10.2 to the Annual Report on Form 10-K filed by us on March 30, 2017. |
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(22) |
Previously filed as Exhibit 10.8 to the Current Report on Form 8-K filed by us on October 27, 2016. |
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(23) |
Previously filed as Exhibit 10.4 to the Annual Report on 10-K filed by us on March 29, 2023. |
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(24) |
Previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed by us on April 14, 2020. |
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(25) |
Previously filed as Exhibit 10.14 to the Annual Report on 10-K filed by us on March 29, 2022. |
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(26) |
Previously filed as Exhibit 1.1 to the Current Report on Form 8-K filed by us on April 12, 2022. |
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(27) |
Previously filed as Exhibit 1.1 to the Current Report on Form 8-K filed by us on December 6, 2023. |
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(28) |
Previously filed as Exhibit 10.9 to the registration statement on Form S-1 filed by us on September 16, 2025. |
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(29) |
Previously filed as Exhibit 10.10 to the registration statement on Form S-1 filed by us on August 9, 2024. |
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(30) |
Previously filed as Exhibit 10.11 to the registration statement on Form S-1 filed by us on August 9, 2024. |
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(31) |
Previously Filed as Exhibit 21.1 to the Annual Report on Form 10-K filed on March 27, 2024 |
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(32) |
Previously filed as Exhibit 23.1 to the registration statement on Form S-1 filed by us on September 16, 2025. |
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(33) |
Previously filed as Exhibit 23.2 to the registration statement on Form S-1 filed by us on September 16, 2025. |
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(34) |
Previously filed as Exhibit 24.1 to the registration statement on Form S-1 filed by us on September 16, 2025. |
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(35) |
Previously filed as Exhibit 107 to the registration statement on Form S-1 filed by us on September 16, 2025. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Amendment No. 1 to Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on September 17, 2025.
BIOCARDIA, INC.
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By: |
/s/ Peter Altman, Ph.D. |
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Peter Altman, Ph.D. |
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President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
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Signature |
Title |
Date |
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/s/ Peter Altman, Ph.D. |
President and Chief Executive Officer and Director |
September 17, 2025 |
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Peter Altman, Ph.D. |
(Principal Executive Officer) |
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/s/ David McClung |
Chief Financial Officer |
September 17, 2025 |
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David McClung |
(Principal Financial and Accounting Officer) |
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* |
Director |
September 17, 2025 |
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Andrew Blank |
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Director |
September 17, 2025 |
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Jim Allen |
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Director |
September 17, 2025 |
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Bill Facteau |
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* |
Director |
September 17, 2025 |
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Richard Krasno, Ph.D. |
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* |
Director |
September 17, 2025 |
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Jay M. Moyes |
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* |
Director |
September 17, 2025 |
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Simon Stertzer, M.D. |
*Pursuant to power of attorney
By: /s/ Peter Altman
Peter Altman, Ph.D.
Attorney-in-fact