SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
320 Soquel Way
(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))|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $0.001
The Nasdaq Capital Market
Warrant to Purchase Common Stock
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On September 6, 2023, BioCardia, Inc. (the "Company") received a written notice (the "Notice") from the Nasdaq Listing Qualifications staff of The Nasdaq Stock Market LLC ("Nasdaq") indicating that, for the last 30 consecutive business days, the Market Value of Listed Securities, as defined by Nasdaq ("MVLS"), had been below the $35 million minimum requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the "MVLS Requirement").
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided an initial period of 180 calendar days, or until March 4, 2024, to regain compliance with the MVLS Requirement. The Notice states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5550(b)(2) if, at any time before March 4, 2024, the Company's MVLS closes at $35 million or more for a minimum of ten consecutive business days. The Notice has no immediate effect on the listing or trading of the Company's common stock.
If compliance is not achieved by March 4, 2024, the Company expects that Nasdaq will provide written notification to the Company that its securities are subject to delisting. The Company intends to actively monitor its MVLS and consider its available options to regain compliance with the MVLS Requirement, which may include applying for an extension of the compliance period beyond March 4, 2024. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company's common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the MVLS Requirement during the 180-day compliance period ending March 4, 2024, secure an extension of the compliance period beyond March 4, 2024 or maintain compliance with any other Nasdaq listing requirements.
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 ability to regain compliance with the MVLS Requirement, the Company's intentions to actively monitor its MVLS, and the Company's plans to consider implementing available options to regain compliance with the MVLS Requirement. 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, deal with future events, are subject to various risks and uncertainties, including the risk that the Company may not meet the MVLS Requirement by March 4, 2024 or in the future, the risk that the Company may not otherwise meet the requirements for continued listing under the Nasdaq Listing Rules, the risk that Nasdaq may not grant the Company relief from delisting if necessary, and the risk that the Company may not ultimately meet applicable Nasdaq requirements if any such relief is necessary, among other risks and uncertainties, and actual results could differ materially from those anticipated in those forward-looking statements. 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 Securities and Exchange Commission on March 29, 2023, as amended, any subsequently filed Quarterly Reports on Form 10-Q, and its other reports, each as filed with the Securities and Exchange Commission. 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.
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.
/s/ Peter Altman, Ph.D.
Peter Altman, Ph.D.
President and Chief Executive Officer
Date: September 12, 2023
BioCardia Inc. published this content on 12 September 2023 and is solely responsible for the information contained therein. Distributed by, unedited and unaltered, on 13 September 2023 09:43:07 UTC.