SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2*
Under the Securities Exchange Act of 1934
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BioCardia, Inc. |
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(Name of Issuer) |
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Common Stock, $0.001 par value |
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(Title of Class of Securities) |
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09060U507 |
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(CUSIP Number) |
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August 6, 2019 |
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(Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP No. 09060U507
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1. |
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Names of Reporting Persons. |
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Sabiah Ltd. |
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| 2. |
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Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ☐ |
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(b) ☐ |
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| 3. |
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SEC Use Only |
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| 4. |
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Citizenship or Place of Organization British Virgin Islands |
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Number of Shares |
5. |
Sole Voting Power 583,937 |
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Beneficially Owned by |
6. |
Shared Voting Power 0 |
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Each Reporting |
7. |
Sole Dispositive Power 583,937 |
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Person With: |
8. |
Shared Dispositive Power 0 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person 583,937 |
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| 10. |
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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| 11. |
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Percent of Class Represented by Amount in Row (9) 8.5% |
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| 12. |
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Type of Reporting Person (See Instructions) |
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FI |
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| Item 1(a) | Name of Issuer: BioCardia, Inc. |
| Item 1(b) | Address of Issuer’s Principal Executive Offices: 125 Shoreway Road, Suite B, San Carlos, CA 94070 |
| Item 2 (a) | Name of Person Filing: Sabiah Ltd. |
| Item 2 (b) | Address of Principal Business Office or, if none, Residence: P.O. Box 438, Road Town, Tortola, British Virgin Islands |
| Item 2 (c) | Citizenship: British Virgin Islands |
| Item 2 (d) | Title of Class of Securities: Common Stock, $0.001 par value per share |
| Item 2 (e) | CUSIP Number: 09060U507 |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
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Item 4. |
Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 583,937 shares | |
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(b) |
Percent of class: 8.5%** |
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(c) |
Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 583,937 shares* | |
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(ii) |
Shared power to vote or to direct the vote: 0 shares |
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(iii) |
Sole power to dispose or to direct the disposition of: 583,937 shares* |
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(iv) |
Shared power to dispose or to direct the disposition of: 0 shares |
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* |
Luis M de la Fuente, his wife and child are the stockholders of Sabiah Ltd. and share voting and dispositive power over the shares held by Sabiah Ltd. The shares include (i) 417,270 shares of common stock, and (ii) 166,667 shares of common stock issuable upon exercise of warrants. |
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** |
Percentage calculation based on (i) 4,847,471 shares of common stock, par value $0.001 per share, outstanding on August 5, 2019, which number is taken from disclosures made by BioCardia, Inc. in its Form 10-Q, as filed with the Securities and Exchange Commission on August 14, 2019, plus (ii) 1,666,667 shares of common stock sold in BioCardia’s follow-on offering, which number of shares is taken from disclosures made by BioCardia, Inc. in its Form 8-K, as filed with the Securities and Exchange Commission on August 6, 2019, plus (iii) 210,887 shares of common stock issued upon the closing of the follow-on offering, which number is also taken from disclosures made by BioCardia, Inc. in its Form 8-K, as filed with the Securities and Exchange Commission on August 6, 2019, and assumes (iv) the exercise of warrants held by Sabiah Ltd. for 166,667 shares of common stock of the issuer. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
Not applicable.
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
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Item 8. |
Identification and Classification of Members of the Group |
Not applicable.
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Item 9. |
Notice of Dissolution of Group |
Not applicable.
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Item 10. |
Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose of effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| September 23, 2019 | |
| Date | |
| /s/ Jose M. Malbran | |
| Signature | |
| Jose M. Malbran / Director | |
| Name/Title |
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