BioCardia, Inc.
For the period ended Dec 2, 2025. Filed Nov 3, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 2, 2025 · Filed Nov 3, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2 |
|---|
BioCardia, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
320 SOQUEL WAY
SUNNYVALE, CALIFORNIA 94085
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 9:00 a.m. Pacific Time on Monday, December 2, 2025
Dear Stockholders of BioCardia, Inc.:
Please be advised that the 2024 annual meeting of stockholders and any postponements, adjournments or continuations thereof, or the Annual Meeting, of BioCardia, Inc., a Delaware corporation, will be held onTuesday, December 2, 2025 at 9:00 a.m. Pacific Time, at Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304-1050, for the following purposes, as more fully described in the accompanying proxy statement:
| 1. | To elect three Class III directors to serve until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | To approve the amendment and restatement of our 2016 Equity Incentive Plan, or the 2016 Plan, to (i) extend the term of our 2016 Plan until October 31, 2035, (ii) change the automatic share reserve increase pursuant to our 2016 Plan to automatically increase the number of shares available for issuance under the 2016 Plan on the date of this Annual Meeting and the first day of each fiscal year following this Annual Meeting, in an amount equal to, subject to the limitations in the 2016 Plan, four percent (4.0%) of the outstanding shares on the day immediately preceding each automatic increase, and (iii) limit the portion of the share reserve available for issuance pursuant to the exercise of incentive stock options; |
| 3. | To ratify the appointment of PKF San Diego, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025; |
| 4. | To hold a non-binding vote on executive compensation; |
| 5. | To transact such other business as may properly come before the Annual Meeting. |
Our board of directors has fixed the close of business on October 8, 2025 as the record date for the Annual Meeting. Only stockholders of record as of the close of business on October 8, 2025 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. If you plan on attending this year’s Annual Meeting as a stockholder, follow the instructions provided in your proxy, as explained on page 3 of this proxy statement.
Pursuant to rules promulgated by the U.S. Securities and Exchange Commission, we have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by posting our proxy materials on the Internet.
All stockholders are cordially invited to attend the meeting in person.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail. We appreciate your continued support of BioCardia, Inc. and look forward to either greeting you personally at the Annual Meeting or receiving your proxy.
By order of the Board of Directors,
/s/ Jim Allen
/s/ Peter Altman, Ph.D.
President, Chief Executive Officer, and Director
/s/ Andrew Blank
Chairman of the Board
/s/ Richard Krasno, Ph.D.
/s/ Bill Facteau
/s/ Jay M. Moyes
/s/ Simon H. Stertzer, M.D.
Sunnyvale, California
November 3, 2025
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 7 |
| Nominees for Director | 7 |
| Continuing Directors | 8 |
| Director Independence | 10 |
| Board Leadership Structure | 10 |
| Family Relationships | 10 |
| Board Meetings and Committees | 10 |
| Audit Committee | 10 |
| Compensation Committee | 11 |
| Nominating and Corporate Governance Committee | 11 |
| Considerations in Evaluating Director Nominees | 12 |
| Stockholder Recommendations for Nominations to the Board of Directors | 12 |
| Communications with the Board of Directors | 13 |
| Code of Business Conduct and Ethics | 13 |
| Risk Oversight | 13 |
| Non-Employee Director Compensation | 14 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 15 |
| Nominees | 15 |
| Vote Required | 16 |
| PROPOSAL NO. 2 EXTENSION OF THE 2016 EQUITY INCENTIVE PLAN AND ESTABLISHMENT OF SHARE RESERVE | 17 |
| PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 24 |
| Fees Paid to the Independent Registered Public Accounting Firms | 24 |
| Auditor Independence | 25 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 25 |
| Vote Required | 25 |
| PROPOSAL NO. 4 NON-BINDING VOTE ON EXECUTIVE COMPENSATION | 26 |
| EXECUTIVE OFFICERS | 28 |
| EXECUTIVE COMPENSATION | 29 |
| Fiscal 2024 Summary Compensation Table | 30 |
| Employment Agreements | 30 |
| Potential Payments on Termination or Change of Control | 30 |
| Outstanding Equity Awards at 2024 Year-End | 31 |
| Equity Compensation Plan Information | 33 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 37 |
| RELATED PERSON TRANSACTIONS | 38 |
| Policies and Procedures for Related Party Transactions | 38 |
| INCORPORATION BY REFERENCE | 41 |
| OTHER MATTERS | 41 |
| Delinquent Section 16(a) Reports | 41 |
| ANNEX A – Amended and Restated 2016 Equity Incentive Plan | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.