Note 8 - Stockholders' Equity

6 Months Ended

Jun. 30, 2019

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

(

8

)  

Stockholders’

Equity

Public Offering

on

Form

S-

1

Registration Statement

- In

April 2019,

the Company submitted a Form S-

1

Registration Statement (S-

1

) to the Securities and Exchange Commission (SEC), which was subsequently amended. On

August 2, 2019,

the Company entered into an underwriting agreement with Maxim Group LLC, as representative of the several underwriters named therein, relating to a firm commitment underwritten public offering pursuant to the S-

1,

of

1,666,667

units consisting of

one

share of common stock, par value of

$0.001

per share, and a warrant to purchase

one

share of common stock The offering price to the public was

$6.00

per unit. The warrants are immediately exercisable for shares of common stock at a price of

$6.30

per share and expire

five

years from the date of issuance. The underwriters have been granted a

45

-day option to purchase up to

250,000

additional shares of common stock, and/or

250,000

additional warrants to cover over-allotments, if any. The closing of the offering occurred on

August 6, 2019.

After deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, BioCardia realized net proceeds of approximately

$8.76

million, or

$10.15

million if the underwriters exercise their over- allotment option in full. On

July 5, 2019,

the Company issued

$625,000

in convertible notes with an interest rate of

14.0%

per year to accredited investors, a portion of which were issued to certain of our officers and directors and a principal stockholder (or their respective affiliated entities). At the closing of the offering, the unpaid principal and interest converted into

210,887

units, each unit consisting of

one

share of common stock and a warrant to purchase

one

share of common stock at a conversion price of

$3.00

per unit. The warrants have the same terms, including exercise price and expiration date, as the warrants issued in the public offering. See Note

13

for more information.

Reverse Stock Split

- On

June 6, 2019

the Company effected a

1

-for-

9

reverse stock split of the Company’s common stock. Neither the par value nor the authorized number of shares was adjusted as a result of the reverse stock split. All issued and outstanding common stock, warrants, stock options, restricted stock units and per share amounts contained in the accompanying consolidated financial statements and notes to the consolidated financial statements have been retroactively adjusted to give effect to the reverse stock split for all periods presented.

Warrants for Common Stock

- On

December 24, 2018,

the Company issued

296,296

warrants (as adjusted for the reverse stock split described above) to purchase the Company’s common stock in connection with the sale of an aggregate of

592,592

shares (as adjusted) of the Company’s common stock at a purchase price of

$6.75

per share (as adjusted) for aggregate proceeds of

$3.8

million, net of

$200,000

in expenses. The warrants are exercisable immediately for cash and, since

six

months has passed, are also exercisable on a cashless basis until an effective registration statement has been filed registering the resale of the shares issuable upon exercise of the warrants. Warrants can be settled in unregistered shares. The warrants have an exercise price of

$6.75

per share and will expire on

December 24, 2023.

The issued warrants are standalone financial instruments and were equity classified in accordance with US GAAP.