BioCardia Inc美股招股说明书(2025-09-19版)

4,800,000Shares of Common StockCommon Warrants to Purchase up to4,800,000Shares of Common StockUp to 4,800,000 Shares of Common Stock Issuable upon Exercise of the Common Warrants We are offering, on a best efforts basis, 4,800,000 shares of our common stock, par value $0.001 per share (“CommonStock”), together with common warrants to purchase up to 4,800,000 shares of Common Stock (the “Common Warrants”). Eachshare of our Common Stock is being sold together with one Common Warrant. The shares of Common Stock and CommonWarrants are immediately separable and will be issued separately in this offering but must be purchased together in this offering. The combined public offering price will be $1.25 per share of Common Stock and accompanying Common Warrant. TheCommon Warrants will be exercisable upon issuance (the “Initial Exercise Date”) and have an exercise price of $1.25 pershareand will expiretwo years from the Initial Exercise Date. Pursuant to this prospectus, we are also offering the shares of Common Stock issuable upon the exercise of the CommonWarrants offered hereby. We have engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) in connection with the securities offered by thisprospectus. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale ofany specific number or dollar amount of securities but has agreed to use its best efforts to sell the securities offered by thisprospectus. We have agreed to pay the Placement Agent a fee based upon the aggregate gross proceeds raised in this offering as setforth in the table below. Certain of our executive officers and members of our board of directors have agreed to purchase an aggregate of 734,400shares of Common Stock and accompanying Common Warrants in this offering, representing aggregate gross proceeds ofapproximately $0.9 million. The shares of our Common Stock and accompanying Common Warrants being offered will be sold in a single closing.The shares issuable upon exercise of the Common Warrants will be issued upon the exercise thereof. Because there is no minimumnumber of securities or minimum aggregate amount of proceeds for this offering to close, we may sell fewer than all of thesecurities offered hereby, and investors in this offering will not receive a refund in the event that we do not sell an amount ofsecurities sufficient to pursue the business goals outlined in this prospectus. Because there is no escrow account and there is nominimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfillour objectives due to a lack of interest in this offering. Also, any proceeds from the sale of securities offered by us will be availablefor our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our businessplan. Theoffering of the shares of our Common Stock and accompanying Common Warrants will terminate no laterthanSeptember 29, 2025; however, the shares of our Common Stock underlying the Common Warrants will be offered on acontinuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “BCDA.” On September 17,2025, the last reported closing sale price of our Common Stock on Nasdaq was $1.535 per share. There is no established tradingmarket for the Common Warrants and we do not expect a market to develop. We do not intend to apply for a listing for theCommon Warrants on any national securities exchange. Public offering price Proceeds, before expenses, to us(2) (1)Upon the closing of this offering, we will pay the Placement Agent (i) a cash placement commission equal to 7.0% of theaggregate gross proceeds to us from the sale of the shares of Common Stock together with the accompanying CommonWarrants, sold in this offering; provided, however, that such commission percentage will be reduced to a fee of up to 3.5% forany proceeds to us from sales to our directors, our executive officers or certain other identified purchasers (each suchidentified purchaser, an “Identified Purchaser”) and (ii) a management fee equal to 1.0% of the aggregate gross proceeds to usfrom the sale of the Common Stock together with the accompanying Common Warrants, sold in this offering (such fees under clauses (i) and (ii), collectively, the “Cash Fee”). No Cash Fee will be payable in respect of any Common Warrant exercisesthat may occur in the future. We have also agreed to reimburse the Placement Agent at closing (i) for legal and other expensesincurred by it in connection with the offering in an aggregate amount of up to $90,000, and (ii) non-accountable expensespayable to the Placement Agent of $50,000. See “Plan of Distribution” for a complete description of compensation payable tothe Placement Agent. This table does not reflect the management fee equal to 1% of t