sc13da110042002_09112015.htm

0000921895-15-002079.txt : 20150911 0000921895-15-002079.hdr.sgml : 20150911 20150911170933 ACCESSION NUMBER: 0000921895-15-002079 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150911 DATE AS OF CHANGE: 20150911 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARDICA INC CENTRAL INDEX KEY: 0001178104 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943287832 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81663 FILM NUMBER: 151103875 BUSINESS ADDRESS: STREET 1: 900 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-364-9975 MAIL ADDRESS: STREET 1: 900 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Broadfin Capital, LLC CENTRAL INDEX KEY: 0001511901 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-808-2463 MAIL ADDRESS: STREET 1: 300 PARK AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da110042002_09112015.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D sc13da110042002_09112015.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Cardica, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

14141R101

(CUSIP Number)

KEVIN KOTLER

BROADFIN CAPITAL, LLC

300 Park Avenue, 25th Floor

New York, New York 10022

(310) 246-0345

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 11, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 14141R101

1	NAME OF REPORTING PERSON BROADFIN HEALTHCARE MASTER FUND, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,874,992*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 8,874,992*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,874,992*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.98%*
14	TYPE OF REPORTING PERSON CO

* See Item 5 of the Schedule 13D.

CUSIP NO. 14141R101

1	NAME OF REPORTING PERSON BROADFIN HEALTHCARE FUND, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,874,992*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 8,874,992*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,874,992*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.98%*
14	TYPE OF REPORTING PERSON PN

* See Item 5 of the Schedule 13D.

CUSIP NO. 14141R101

1	NAME OF REPORTING PERSON BROADFIN HEALTHCARE OFFSHORE FUND, LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,874,992*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 8,874,992*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,874,992*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.98%*
14	TYPE OF REPORTING PERSON CO

* See Item 5 of the Schedule 13D.

CUSIP NO. 14141R101

1	NAME OF REPORTING PERSON BROADFIN ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,874,992*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 8,874,992*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,874,992*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.98%*
14	TYPE OF REPORTING PERSON OO

* See Item 5 of the Schedule 13D.

CUSIP NO. 14141R101

1	NAME OF REPORTING PERSON BROADFIN CAPITAL, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,874,992*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 8,874,992*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,874,992*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.98%*
14	TYPE OF REPORTING PERSON OO

* See Item 5 of the Schedule 13D.

CUSIP NO. 14141R101

1	NAME OF REPORTING PERSON KEVIN KOTLER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 8,874,992*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 8,874,992*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,874,992*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.98%*
14	TYPE OF REPORTING PERSON IN

* See Item 5 of the Schedule 13D.

CUSIP NO. 14141R101

1	NAME OF REPORTING PERSON THOMAS A. AFZAL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 14141R101

1	NAME OF REPORTING PERSON GREGORY D. CASCIARO
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 33,935*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 33,935*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,935*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%*
14	TYPE OF REPORTING PERSON IN

* Represents Shares underlying certain stock options exercisable within 60 days of the date hereof that were awarded in connection with service as a director of the Issuer.

CUSIP NO. 14141R101

1	NAME OF REPORTING PERSON RICHARD M. FERRARI
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 14141R101

1	NAME OF REPORTING PERSON R. MICHAEL KLEINE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 33,935*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 33,935*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,935*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%*
14	TYPE OF REPORTING PERSON IN

* Represents Shares underlying certain stock options exercisable within 60 days of the date hereof that were awarded in connection with service as a director of the Issuer.

CUSIP NO. 14141R101

1	NAME OF REPORTING PERSON PAUL MOLLOY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 14141R101

1	NAME OF REPORTING PERSON SAMUEL E. NAVARRO
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 33,935*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 33,935*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,935*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%*
14	TYPE OF REPORTING PERSON IN

* Represents Shares underlying certain stock options exercisable within 60 days of the date hereof that were awarded in connection with service as a director of the Issuer.

CUSIP NO. 14141R101

1	NAME OF REPORTING PERSON JEFFREY A. TEMPLER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 14141R101

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following information:

On September 11, 2015, Broadfin Master and its affiliates (“Broadfin”) issued an open letter to the shareholders of the Issuer and issued a press release disclosing the letter. In the letter, Broadfin expressed its belief that change is urgently needed on the Board of the Issuer (the “Board”) in order to enhance shareholder value and address the Issuer’s poor stock performance, wasted cash, and ineffective leadership. In the letter, Broadfin describes the failed attempts to work constructively with the Board and its reasons for seeking a change in the majority of the Board at the Issuer’s upcoming annual meeting of stockholders. A copy of the press release, which includes the letter, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 88,955,216 Shares outstanding as of May 11, 2015, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 12, 2015.

As of the close of business on September 10, 2015, Broadfin Master beneficially owned 8,874,992 Shares, constituting approximately 9.98% of the Shares outstanding. Each of Broadfin LP and Broadfin Offshore, as feeder funds of Broadfin Master, may be deemed to beneficially own the 8,874,992 Shares owned by Broadfin Master, constituting approximately 9.98% of the Shares outstanding. Broadfin Advisors, as the general partner of Broadfin LP, may be deemed to beneficially own the 8,874,992 Shares owned by Broadfin Master, constituting approximately 9.98% of the Shares outstanding. Broadfin Capital, as the investment manager of Broadfin Master, may be deemed to beneficially own the 8,874,992 Shares owned by Broadfin Master, constituting approximately 9.98% of the Shares outstanding. Mr. Kotler, as the managing member of Broadfin Capital, may be deemed to beneficially own the 8,874,992 Shares owned by Broadfin Master, constituting approximately 9.98% of the Shares outstanding.

Excluded from Broadfin’s beneficial ownership is 9,875,200 Shares issuable upon the conversion of 98,752 shares of the Issuer’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) due to a conversion cap that precludes the holder thereof from converting the Series A Preferred Stock to the extent that the holder would, after such exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of 9.98% of the Shares outstanding (the “Beneficial Ownership Limitation”). Upon written notice to the Issuer, Broadfin may increase the Beneficial Ownership Limitation to any other percentage specified in such notice, which increase in the Beneficial Ownership Limitation shall take effect on the 61st day after delivery to the Issuer. In the event Broadfin delivered written notice to the Issuer increasing the Beneficial Ownership Limitation to 19.98% and subsequently fully converted the 98,752 shares of the Series A Preferred Stock into 9,875,200 Shares, Broadfin would beneficially own an aggregate of 18,750,192 Shares, constituting approximately 18.97% of the Shares outstanding.

CUSIP NO. 14141R101

As of the close of business on September 10, 2015, each of Messrs. Casciaro, Kleine and Navarro may be deemed to beneficially own 33,935 Shares, representing Shares underlying certain stock options exercisable within 60 days of the date hereof, constituting less than 1% of the Shares outstanding.

As of the close of business on September 10, 2015, none of Messrs. Afzal, Ferrari, Molloy or Templer beneficially owned any Shares.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1

Press Release, dated September 11, 2015.

CUSIP NO. 14141R101

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 11, 2015	BROADFIN HEALTHCARE MASTER FUND, LTD.

	By:	/s/ Kevin Kotler
	Name:	Kevin Kotler
	Title:	Director

	BROADFIN HEALTHCARE FUND, L.P.

	By:	BROADFIN ADVISORS, LLC General Partner

	By:	/s/ Kevin Kotler
	Name:	Kevin Kotler
	Title:	Managing Member

	BROADFIN HEALTHCARE OFFSHORE FUND, LTD

	By:	/s/ Kevin Kotler
	Name:	Kevin Kotler
	Title:	Director

	BROADFIN ADVISORS, LLC

	By:	/s/ Kevin Kotler
	Name:	Kevin Kotler
	Title:	Managing Member

	BROADFIN CAPITAL, LLC

	By:	/s/ Kevin Kotler
	Name:	Kevin Kotler
	Title:	Managing Member


	/s/ Kevin Kotler
	KEVIN KOTLER Individually and as attorney-in-fact for Thomas A. Afzal, Richard M. Ferrari, Paul Molloy and Jeffrey A. Templer

CUSIP NO. 14141R101

	/s/ Gregory D. Casciaro
	GREGORY D. CASCIARO

	/s/ R. Michael Kleine
	R. MICHAEL KLEINE

	/s/ Samuel E. Navarro
	SAMUEL E. NAVARRO

CUSIP NO. 14141R101

SCHEDULE A

Directors and Officers of each of Broadfin Healthcare Master Fund, Ltd. and Broadfin Healthcare Offshore Fund, Ltd

Name and Position	Principal Occupation	Principal Business Address	Citizenship

Kevin Kotler Director*

Roger H. Hanson Director	Managing Director of DMS Offshore Investment Services (“DMS”)	DMS House 20 Genesis Close P.O. Box 314 Grand Cayman KY1-1104 Cayman Islands	Cayman Islands

Tammy W. Seymour Director	Associate Director of DMS	DMS House 20 Genesis Close P.O. Box 314 Grand Cayman KY1-1104 Cayman Islands	Cayman Islands

*Mr. Kotler is a Reporting Person and, as such, the information with respect to Mr. Kotler called for by Item 2 of Schedule 13D is set forth therein.

EX-99.1 2 ex991sc13da110042002_0911215.htm PRESS RELEASE, DATED SEPTEMBER 11, 2015 ex991sc13da110042002_0911215.htm

Exhibit 99.1

BROADFIN ISSUES OPEN LETTER TO CARDICA’S SHAREHOLDERS

Sets Forth Various Concerns with the Company’s Poor Performance and Ineffective Leadership

Describes Failed Attempts to Work Constructively with the Board and its Reasons for Seeking Change in Majority of the Cardica Board

Gravely Concerned Over Attempts by Legacy Board Members to Disenfranchise Shareholders

NEW YORK, Sept. 11, 2015 /PRNewswire/ - Broadfin Capital, LLC (together with its affiliates, “Broadfin”), together with the other participants (as described below), is the beneficial owner of approximately 10.1% of the outstanding shares of Common Stock of Cardica, Inc. (“Cardica” or the “Company”) (Nasdaq: CRDC) and together with certain shares of Preferred Stock, approximately 21.2% of all the Company’s securities on an as-converted basis, today issued an open letter to the shareholders of Cardica in connection with its solicitation of proxies for the election of Thomas A. Afzal, Gregory D. Casciaro, Richard M. Ferrari, R. Michael Kleine, Kevin Kotler, Paul Molloy, Samuel E. Navarro and Jeffrey A. Templer to the Board of Directors of Cardica at its upcoming 2015 annual meeting of stockholders. The full text of the letter is included below:

September 11, 2015

Dear fellow shareholders:

As previously disclosed, on Friday, September 4, we filed a notice of our intent to nominate eight candidates for election to the Board of Directors (the “Board”) of Cardica, Inc. (the “Company” or “Cardica”) at Cardica’s 2015 annual meeting of shareholders, including three existing independent directors, four additional independent candidates and myself.

We, as the largest shareholder of Cardica, who together with our nominees has beneficial ownership of approximately 10.1% of the outstanding shares of Common Stock of Cardica, which together with certain shares of Preferred Stock we own represents beneficial ownership of 21.2% of all the Company’s securities on an as-converted basis, are gravely concerned by Cardica’s continued operating problems and its record of stock price underperformance. Last year, we successfully elected a minority slate of directors, Greg Casciaro, Mike Kleine and Sam Navarro. Our hope was that the remaining majority of the Board would be open to the valuable contribution of these three industry veterans to help address the glaring operational missteps, inadequate investor relations, and poor corporate governance that led to the abysmal financial performance of Cardica. Our fellow shareholders showed clear agreement, voting overwhelmingly on our proxy card.

Despite our best efforts and those of Messrs. Casciaro, Kleine and Navarro, the problems have only gotten worse over the past year.

Poor Stock Performance - Cardica’s stock price has declined more than 47% in the last 10 months1

Value Destruction - Enterprise value has declined 76% to just $8.5 million during that same time period

Wasting Cash – Slow decision making by the Board has resulted in the Company burning $13 million in cash over three quarters with few visible signs of progress

Missing Milestones - Current cash burn is approximately $3.8 million per quarter; almost 20% higher than the goal set by the Company one quarter earlier

Ineffective Leadership - The Board mishandled the CEO resignation, failed to have an effective CEO succession plan and created unnecessary uncertainty and a leadership vacuum by failing to name an interim CEO, despite the presence on the Board of individuals with public company CEO experience

1 Stock performance and enterprise value measured from 11/20/14 to 9/10/15.

It is now clear to us that the directors we nominated to the Board, by virtue of being a minority, have been largely marginalized by the incumbent directors. We believe that the blunders that have led Cardica to its current precarious position are the result of a majority of the Board that is more concerned with maintaining control than developing a sound plan for the future of the Company that utilizes it valuable technology for the benefit of shareholders.

The Board’s dysfunction and its disregard for shareholder value and desires are not new. In the middle of last year’s proxy contest, the Board unilaterally expanded its membership by two directors who have deep relationships with the remaining incumbent directors in an effort to dilute the impact of the inevitable outcome of the shareholder vote. Following this decision, the Company also orchestrated the resignation of three specific board members so that at the 2014 annual meeting shareholders would not be able to vote off the directors that Broadfin had identified as a critical part of the problem. The newly reconstituted Board did not even have the opportunity to elect its own Chairman as this too was predetermined by prior Board decision. We believe this pattern of behavior disenfranchises shareholders and raises serious fiduciary questions and can no longer be tolerated. It has become abundantly clear that a majority of the Board needs to change.

We have been closely monitoring progress at the Company, and the behavior of the majority of the Board has only gotten worse. We have been continuously frustrated by attempts to block our access to pertinent information and limit our involvement. The excuse we heard from the Company was that we needed to enter into a confidentiality agreement before the Board and management would share even the most basic information relating to the Company.

In a final attempt to facilitate constructive dialogue with the Board and management, on August 21, we signed a Nondisclosure Agreement with the Company. We were encouraged by the Company’s commitment under the Nondisclosure Agreement to, among other things, promptly arrange for an in-person meeting between us and the Board, and looked forward to a productive dialogue with management and the Board well in advance of the Company’s annual meeting and any director nomination deadline.

We were therefore deeply disappointed when only five days after signing the Nondisclosure Agreement the Company torpedoed these efforts at constructive engagement by issuing an annual meeting date announcement that resulted in the automatic termination of the Nondisclosure Agreement. The announcement triggered an effective deadline for board nominations of September 4, only seven business days after the announcement was issued. We see no legitimate purpose in giving shareholders such a short window to make board nominations, other than the hope that we would be asleep at the switch. Perhaps it was assumed that we had been lulled into complacency by the guidance provided in last year’s proxy of an October 12 deadline for nominations and the promise of information sharing and constructive dialogue with the Company contemplated by the Nondisclosure Agreement. Perhaps the Board also hoped that a surprise announcement and the resulting artificially short deadline for director nominations would leave us unprepared to put together a director nomination package during the week before Labor Day. If that was the Company’s strategy, it obviously failed. It is truly unfortunate that a majority of the directors appear to be more focused on preserving their directorships and playing with shareholder meeting calendars and deadlines than they are with addressing the Company’s serious issues.

In any case, the annual meeting date announcement made a mockery of the Nondisclosure Agreement the Company had just signed with us, and sent a clear message that the Company is not interested in having constructive engagement with its shareholders.

The time has come to end the childish gamesmanship and focus on the Company’s business and its problems. In the coming days we will be filing a proxy statement for the 2015 annual meeting which will include a more detailed analysis of our concerns and strategic views on the Company.

A year ago we hoped that the addition of three strong independent directors would be sufficient to get the Company on the right track. The Company’s continued operational missteps and highly questionable governance tactics leave us with no choice but to conclude that stronger action is needed, and we are proposing the election of a slate of directors that will give the Board a new majority.

We regret that the Company has forced us down this path, and look forward to doing what we can to address Cardica’s problems for the benefit of all shareholders.

Yours truly,

Kevin Kotler

Broadfin Capital, LLC

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Broadfin Capital LLC, together with the other participants named herein (collectively, “Broadfin”), intends to make a preliminary filing with the Securities and Exchange Commission (“SEC”) of a proxy statement and an accompanying proxy card to be used to solicit votes for the election of its director nominees at the 2015 annual meeting of shareholders of Cardica, Inc. (the “Company”).

BROADFIN ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THE SOLICITATION WILL PROVIDE COPIES OF THESE MATERIALS WITHOUT CHARGE UPON REQUEST.

The participants in the proxy solicitation are Broadfin Healthcare Master Fund, Ltd. (“Broadfin Master”), Broadfin Healthcare Fund, L.P. (“Broadfin LP”), Broadfin Healthcare Offshore Fund, Ltd (“Broadfin Offshore”), Broadfin Advisors, LLC (“Broadfin Advisors”), Broadfin Capital, LLC (“Broadfin Capital”), Kevin Kotler, Thomas A. Afzal, Gregory D. Casciaro, Richard M. Ferrari, R. Michael Kleine, Paul Molloy, Samuel E. Navarro and Jeffrey A. Templer (collectively, the “Participants”).

As of the date hereof, Broadfin Master beneficially owned 8,874,992 shares of Common Stock. Each of Broadfin LP and Broadfin Offshore, as feeder funds of Broadfin Master, may be deemed to beneficially own the 8,874,992 shares of Common Stock owned by Broadfin Master. Broadfin Advisors, as the general partner of Broadfin LP, may be deemed to beneficially own the 8,874,992 shares of Common Stock owned by Broadfin Master. Broadfin Capital, as the investment manager of Broadfin Master, may be deemed to beneficially own the 8,874,992 shares of Common Stock owned by Broadfin Master. Mr. Kotler, as the managing member of Broadfin Capital, may be deemed to beneficially own the 8,874,992 shares of Common Stock owned by Broadfin Master. As of the date hereof, each of Messrs. Casciaro, Kleine and Navarro directly owned 33,935 shares of Common Stock underlying certain stock options. As of the date hereof, none of Messrs. Afzal, Ferrari, Molloy and Templer directly owned any shares of Common Stock.

About Broadfin Capital:

Broadfin Capital, LLC (“Broadfin Capital”) is a global equity healthcare asset manager founded in 2005. The Managing Partner and Portfolio Manager of the firm is Kevin Kotler whose career has been focused on analyzing and investing in medical technology companies. Broadfin Capital invests in all the major subsectors of the healthcare industry and has a fundamental, value-oriented investment strategy coupled with a long-term investment horizon.

Investor Contacts

Kevin Kotler, Broadfin Capital, LLC

212-808-2460

Vote@broadfincapital.com

William P. Fiske, Georgeson Inc.

201-222- 4250

EnhanceCardica@georgeson.com

Rajeev Kumar, Georgeson Inc.

201-222-4226

EnhanceCardica@georgeson.com