BioCardia, Inc.

Current report

Our ability to utilize Form S-3 is temporarily limited without a waiver from the SEC.

Current report

As a result of our inadvertent failure to include certain management certificates in our Quarterly Report on Form 10-Q filed on August 11, 2025, which were subsequently filed in an amendment to such Form 10-Q on October 29, 2025, we are unable to have new registration statements on Form S-3 declared effective or utilize existing registration statements on Form S-3 after the filing of our Annual Report on Form 10-K for the year ended December 31, 2025, including our shelf registration statement on Form S-3 (File No. 333-275099), in each case unless we obtain a waiver from the SEC. While we plan to seek such a waiver, if the SEC does not grant such waiver, we will not be able to use Form S-3 until, among other things, we have made certain filings timely for a period of at least twelve calendar months, which at a minimum would not be until September 1, 2026. We expect that being unable to utilize Form S-3 will materially and adversely impact our ability to raise capital and execute our business plan.

Current report

Should we not have an effective registration statement on Form S-3, we would not be able to utilize our at-the-market program. Furthermore, if we seek to access the capital markets through a different registered offering during the period of time that we may be unable to use Form S-3, we may be required to publicly disclose the proposed offering and the material terms thereof before the offering commences, we may experience delays in the offering process due to SEC review of a Form S-1 registration statement and we may incur increased offering and transaction costs, among other considerations. Disclosing a public offering prior to the formal commencement of an offering may result in downward pressure on our stock price. If we are unable to raise capital through a registered offering, we would be required to conduct our equity financing transactions on a private placement basis, which may be subject to pricing, size and other limitations imposed under the Nasdaq rules, or seek other sources of capital. The foregoing limitations on our financing approaches could prevent us from raising capital to fund our business operations, pursuing transactions or implementing business strategies that would be beneficial to our business.

Previous report

The listing of our common stock on the Nasdaq Capital Market (Nasdaq) is contingent on our compliance with the Nasdaq’s conditions for continued listing. We are currently not in compliance with Nasdaq listing requirements. On April 1, 2025 we received written notice from the Nasdaq (the Notice) which provided that, based on the Company’s stockholders’ equity of $837,000 as of December 31, 2024, we were no longer in compliance with the minimum stockholders’ equity requirement of $2.5 million for continued listing on the Nasdaq under Nasdaq Listing Rule 5550(b)(1) (the Rule). The notice stated that the Company had until May 16, 2025 to provide Nasdaq with a plan to regain compliance with the foregoing listing requirement. We submitted our plan to regain compliance on May 15, 2025, and on June 24, 2025, we received written notice that, based on review of our compliance plan, the Nasdaq staff has determined to grant the Company an extension to September 29, 2025 to regain compliance with the Rule. The Notice and extension has no immediate effect on the listing or trading of the Company’s common stock and the common stock will continue to trade on the Nasdaq under the symbol “BCDA.”