Note 1 - Summary of Business

12 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Business Description and Basis of Presentation [Text Block]

( 1 ) Summary of Business

(a) Description of Business

BioCardia, Inc., or the Company, is a clinical-stage regenerative medicine company developing novel therapeutics for cardiovascular diseases with large unmet medical needs. Its lead therapeutic candidate is the CardiAMP cell therapy system and its

second

therapeutic candidate is the CardiALLO cell therapy system. To date, the Company has devoted substantially all of its resources to research and development efforts relating to its therapeutic candidates and biotherapeutic delivery systems including conducting clinical trials, developing manufacturing and sales capabilities, in-licensing related intellectual property, providing general and administrative support for these operations and protecting its intellectual property.

The Company has

three

enabling device product lines: (

1

) the CardiAMP cell processing system; (

2

) the Helix biotherapeutic delivery system, or Helix; and (

3

) the Morph vascular access product line, or Morph. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.

(b)   Reverse Stock Split

On or about

September 25, 2017,

the Company received written consents from holders of approximately

63.6%

of the total issued and outstanding shares of voting stock of the Company excluding any holdback shares to authorize the Company

’s Board of Directors to approve a

12

-to-

1

reverse stock split of our issued and outstanding shares of Common Stock (the Reverse Stock Split). The Company’s shares of common stock commenced trading on a split-adjusted basis on

November 3, 2017.

Following the Reverse Stock Split, certain reclassifications have been made to the prior periods

’ financial statements to conform to the current period's presentation. The Company adjusted stockholders’ equity to reflect the Reverse Stock Split by reclassifying an amount equal to the par value of the shares eliminated by the split from common stock to the additional paid-in capital for all periods presented in these consolidated financial statements, resulting in

no

net impact to stockholders’ equity on the consolidated balance sheets.

As of

December 31, 2016,

the Company

’s authorized share capital was

750

million shares of common stock and

50

million shares of preferred stock. Upon completion of the reverse stock split on

November 3, 2017,

the authorized shares were reduced to

100

million shares of common stock and

25

million shares of preferred stock, which remained unchanged as of

December 31, 2017.

( c ) Reverse Merger

On

August 22, 2016,

the Company, its wholly-owned subsidiary, Icicle Acquisition Corp, and BioCardia Lifesciences, Inc., or BioCardia Lifesciences (at the time named, BioCardia, Inc.), entered into an Agreement and Plan of Merger, or the Merger Agreement. The transactions contemplated by the Merger Agreement closed on

October 24, 2016,

pursuant to which Icicle Acquisition Corp. merged with and into BioCardia Lifesciences, with BioCardia Lifesciences continuing as the surviving company, or the Merger. BioCardia Lifesciences was determined to be the accounting acquirer in the Merger based upon the terms of the Merger and other factors, including: (i) former BioCardia Lifesciences security holders owned approximately

54%

of the combined company (on a fully diluted basis) immediately following the closing of the Merger, (ii) former BioCardia Lifesciences directors hold the majority of the board seats in the combined company, and (iii) former BioCardia Lifesciences management holds all of the key positions in the management of the combined company. Following the completion of the Merger, the Company changed its name to BioCardia, Inc.

Exchange Ratio

Pursuant to the Merger Agreement, each share of BioCardia Lifesciences common stock issued and outstanding prior to the Merger, including shares of common stock underlying outstanding preferred stock, convertible notes (which converted into common stock immediately prior to the Merger), and stock options were converted into the right to receive

1.6139834

shares of Company common stock shares, or the Exchange Ratio. The accompanying consolidated financial statements and notes to the consolidated financial statements give retroactive effect to the capital structure as a result of the Merger.