aibioBioCardia files for best-efforts stock and warrant offering, later prices it at $1.25
Tickers BCDA
The September 16 registration covered up to 2,800,000 shares at an assumed $2.27. On September 18 the final prospectus sold 4,800,000 shares with warrants at $1.25, for $6,000,000.
Key facts
- Company
- BioCardia, Inc. (NASDAQ: BCDA)
- News type
- Financings
- Primary source
- BioCardia, Inc. S-1 (2025-09-16)
BioCardia, Inc. (Nasdaq: BCDA) filed a registration statement on Form S-1 on September 16, 2025, for a best-efforts public offering of common stock sold with common warrants. The preliminary prospectus covered up to 2,800,000 shares, or pre-funded warrants in their place, each sold with one common warrant. It assumed a combined price of $2.27 and said the actual price would be set at pricing and could be at a discount to the market. The stock had closed at $2.15 on September 15, 2025.
The pricing on September 18
On September 18, 2025, the company announced pricing in an 8-K and filed a final prospectus under Rule 424(b)(4). It covers 4,800,000 shares, each sold with a common warrant, at a combined $1.25, for a total public offering price of $6,000,000. That is well under the $2.27 assumed two days earlier, and the stock had closed at $1.535 on September 17. The warrants are exercisable on issuance at $1.25 and expire two years later, where the preliminary version tied them to stockholder approval. Placement agent fees are $363,020, leaving proceeds of $5,636,980 before expenses, and net proceeds are estimated at about $5.1 million. Certain executive officers and directors agreed to buy 734,400 shares and warrants, for gross proceeds of approximately $0.9 million. Shares outstanding would reach 10,608,734.
Placement agent and counsel
H.C. Wainwright & Co., LLC is the placement agent. It has no obligation to buy any securities itself. The company pays a cash commission of 7.0% of gross proceeds, cut to up to 3.5% on sales to directors, executive officers or identified purchasers, plus a management fee of 1.0%. It also reimburses legal and other expenses of up to $90,000, plus $50,000 of non-accountable expenses. The agent holds a six-month right of first refusal on later financings and is the company's exclusive sales agent under an at-the-market program. Wilson Sonsini Goodrich & Rosati, Professional Corporation, of Palo Alto is the company's counsel. Ellenoff Grossman & Schole LLP of New York represents the placement agent. Directors and officers signed 60-day lock-up agreements.
Terms, cash and dilution
The offering has no minimum size and no escrow account, and investors get no refund if too little is raised. It ends no later than September 29, 2025. The preliminary prospectus estimated that full cash exercise of the warrants would add about $6.4 million at $2.27, and the company says they may expire unexercised.
Quarterly cash expenditures were approximately $1.6 million for the quarter ended June 30, 2025. In the preliminary prospectus, the company said $5.3 million of net proceeds would carry cash into the second quarter of 2026, excluding financing or strategic transaction costs, and that it would need more funding after the offering.
Net tangible book value was approximately $(2.6) million, or $(0.47) per share, on 5,504,802 shares at June 30, 2025. At the assumed price, the prospectus put immediate dilution to new investors at $1.94 per share. Shares outstanding were 5,808,734 as of August 31, 2025, before 3,148,618 other warrants with a weighted average exercise price of $2.84.
The Nasdaq notice
The company is out of compliance with Nasdaq's rules. On April 1, 2025, Nasdaq said stockholders' equity of $837,000 at December 31, 2024 fell short of the $2.5 million minimum. Nasdaq extended the deadline to September 29, 2025, the same day the offering must end. Failure to regain compliance exposes the stock to delisting.
The business
BioCardia is a clinical-stage company developing cell therapies for cardiovascular and pulmonary disease. Its CardiAMP autologous therapy targets ischemic heart failure and refractory angina. It lists the risk that no cell-based therapy has been approved in the United States for a cardiac indication. In the open-label roll-in cohort of its chronic myocardial ischemia trial, patients improved exercise tolerance by an average of 80 seconds and cut angina episodes by an average of 82% at six months, the company said. That cohort had no control group.