BioCardia believes it regained Nasdaq stockholders' equity compliance after stock sales

BioCardia, Inc. (Nasdaq: BCDA) told the SEC in a Form 8-K filed September 24, 2025 that it believes it has regained compliance with Nasdaq's minimum stockholders' equity requirement of $2.5 million. The company says its stockholders' equity now exceeds that level. The filing does not state the equity figure. It rests the claim on a run of stock sales since April, and it warns that Nasdaq will keep checking at the next periodic report.

The notice and the deadline

On April 1, 2025, BioCardia received a notice from the Nasdaq Listing Qualifications Staff saying its stockholders' equity had fallen below the $2,500,000 minimum under Nasdaq Listing Rule 5550(b)(1). The company disclosed the notice in an 8-K filed April 4, 2025. Nasdaq had given it until May 16, 2025 to submit a plan to achieve and sustain compliance. BioCardia submitted the plan on May 15, 2025. On June 24, 2025, Nasdaq staff granted an extension to September 29, 2025 to regain compliance.

Four sources of new equity

The 8-K lists four sources of new equity. Each figure below is as the company states it.

• A private placement under a securities purchase and registration rights agreement, closed April 23, 2025. BioCardia sold 406,818 shares and warrants for the same number of shares at $1.905 a share. Net proceeds were $719,000.
• A second private placement, closed June 30, 2025. It sold 274,696 shares and warrants for the same number of shares at $1.95 a share. Net proceeds were $529,000.
• An offering of 4,800,000 shares and warrants for up to 4,800,000 shares, completed September 19, 2025 at a combined price of $1.25 per share and warrant. It was made under a Form S-1 registration statement, No. 333-290283. Net proceeds were about $5.1 million after placement agent fees and other offering expenses.
• At-the-market sales under a sales agreement with H.C. Wainwright & Co., LLC. From April 1 to September 24, 2025 BioCardia sold 446,215 shares at an average price of $2.55, for net proceeds of $1.0 million.

The warrants from the two private placements run until April 24, 2030 and June 30, 2030 respectively. Each may be exercised before the earlier of those dates or the approval by Japan's Pharmaceuticals and Medical Devices Agency of the company's application for the CardiAMP Cell Therapy System. The September offering priced at $1.25 a share and warrant, while the at-the-market sales averaged $2.55 a share over the same months. The 8-K does not name the placement agent for the September offering.

Cash and losses before the update

The 2024 annual report on Form 10-K, filed March 26, 2025, said cash and cash equivalents of approximately $2.4 million at December 31, 2024 were not sufficient to fund planned expenditures and meet obligations beyond May 2025. The 10-K says there is substantial doubt about the company's ability to continue as a going concern. The company reported a 2024 net loss of $7.9 million and an accumulated deficit of $160.1 million. It said it expects operating losses and negative cash flows to continue for at least the next several years.

The 8-K does not give a cash balance after September 2025, and it does not say how much of the new money remained in the business at the date of the report.

What the filing does not say

The 8-K calls the regained compliance a belief, and it does not state the equity figure or the balance sheet date used for the test. Nasdaq has not confirmed compliance in the filing. The company says it may be subject to delisting if its next periodic report does not show compliance with the requirement.

The forward-looking section of the 8-K points back to the annual report and to later quarterly reports for the risks that could cause results to differ, including the company's ability to keep its listing on the Nasdaq Capital Market.

Who signed

David McClung, Chief Financial Officer, signed the September 24, 2025 8-K.

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