BioCardia, Inc.
For the period ended Dec 31, 2025. Filed Mar 24, 2026.
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FY2025 · Filed Mar 24, 2026
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Documents filed as part of this report are as follows:
| 1. | Consolidated Financial Statements: |
Our Consolidated Financial Statements are listed in the “Index to Financial Statements” of BioCardia, Inc. in Part II, Item 8 of this Annual Report on Form 10-K.
| 2. | Financial Statement Schedules |
All financial statement schedules have been omitted because they are not required, not applicable, or the required information is included in the financial statements or notes thereto included in this Annual Report on Form 10-K.
| 3. | Exhibits |
The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
EXHIBIT INDEX
| Exhibit Number | Description |
| 2.1(1) | Agreement and Plan of Merger dated August 22, 2016 |
| 2.2(2) | First Amendment to Agreement and Plan of Merger dated October 21, 2016 |
| 3.1(3) | Amended and Restated Certificate of Incorporation, as amended May 29, 2024 |
| 3.2(4) | Amended and Restated Bylaws |
| 4.1(5) | Specimen common stock certificate |
| 4.2(6)# | BioCardia 2002 Stock Plan, as amended |
| 4.3(7)# | Form of Stock Option Agreement under BioCardia 2002 Stock Plan |
| 4.4(8)# | BioCardia 2016 Equity Incentive Plan, as amended |
| 4.5(9)# | Form of Stock Option Agreement under BioCardia 2016 Equity Incentive Plan |
| 4.6(10)# | Form of Restricted Stock Unit Agreement under BioCardia 2016 Equity Inventive Plan |
| 4.7* | Description of Registered Securities |
| 4.8(11)# | Form of Director Restricted Stock Unit Agreement under the BioCardia 2016 Equity Incentive Plan |
| 4.9(12) | Form of Securities Purchase and Registration Rights Agreement, dated December 14, 2022, between the Company and certain qualified institutional buyers and institutional accredited investors. |
| 4.10(13) | Form of Securities Purchase and Registration Rights Agreement, dated February 9, 2024, by and among the Company and certain qualified institutional buyers and institutional accredited investors (including the Form of Warrant attached as Exhibit A thereto). |
| 4.11(14) | Form of Warrant to Purchase Shares of Common Stock |
| 4.12(15) | Form of Securities Purchase and Registration Rights Agreement, dated April 22, 2025, by and among the Company and the Investors. |
| 4.13(16) | Form of Securities Purchase and Registration Rights Agreement, dated June 30, 2025, by and among the Company and the Investors. |
| 4.14.(17) | Form of Warrant to Purchase Shares of Common Stock |
| 10.1(18)# | Form of Indemnification Agreement for directors and executive officers |
| 10.2(19)# | Form of Change of Control and Severance Agreement with each executive officer. |
| 10.3(20) † | License and Distribution Agreement, dated October 30, 2012, by and between the Company and Biomet Biologics, LLC, as amended. |
| 10.4(21) | Second Amendment to License and Distribution Agreement, dated September 22, 2022, by and between Biomet Biologics, LLC |
| 10.6(22) | Lease agreement, dated December 14, 2021 between the Company and the Irvine Company LLC |
| 10.8(23) | At The Market Offering Agreement, dated December 6, 2023, by and between BioCardia, Inc. and H.C. Wainwright & Co., LLC. |
| 10.9(24)# | Amendment to Change of Control and Severance Agreement, dated May 30, 2024, by and between BioCardia, Inc. and Peter Altman |
| 10.10(25)# | Amendment to Change of Control and Severance Agreement, dated May 30, 2024, by and between BioCardia, Inc. and David McClung |
| 10.11(26) | Form of Securities Purchase Agreement dated September 18, 2025, by and among BioCardia, Inc. and the signatories thereto |
| 19.1(27) | Insider Trading Policy |
| 21.1* | Subsidiaries of the Company |
| 23.1* | Consent of PKF San Diego, LLP, Independent Registered Public Accounting Firm. |
| 31.1* | Certification of Principal Executive Officer. |
| 31.2* | Certification of Principal Financial Officer. |
| 32.1** | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1(28) | Compensation Recovery Policy |
| 101.INS* | Inline XBRL Instance Document. |
|---|---|
| 101.SCH* | Inline XBRL Taxonomy Extension Schema. |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase. |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase. |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase. |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase. |
| 104.1* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| † | Confidential treatment has been granted with respect to certain portions of this Exhibit. |
|---|---|
| # | Indicates management contract or compensatory plan or arrangement. |
| * | Filed herewith. |
| ** | Furnished herewith. |
| (1) | Previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by us on August 25, 2016. |
| (2) | Previously filed as Exhibit 2.2 to the Current Report on Form 8-K filed by us on October 27, 2016. |
| (4) | Previously filed as Exhibit 3.1 to the Current Report on Form 8-K filed by us on May 1, 2023. |
| (5) | Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on October 27, 2016. |
| (6) | Previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed by us on October 27, 2016. |
| (7) | Previously filed as Exhibit 4.3 to the registration statement on Form S-8 filed by us on February 8, 2017. |
| (9) | Previously filed as Exhibit 4.7 to the registration statement on Form S-8 filed by us on February 8, 2017. |
| (10) | Previously filed as Exhibit 4.8 to the registration statement on Form S-8 filed by us on February 8, 2017. |
| (11) | Previously filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q filed by us on May 15, 2020. |
| (12) | Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on December 15, 2022. |
| (13) | Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on February 9, 2024. |
| (14) | Previously filed as Exhibit 4.2 to the Current Report on Form 8-K filed by us on September 3, 2024. |
| (15) | Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on April 23, 2025. |
| (16) | Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on July 2, 2025. |
| (17) | Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on September 19, 2025. |
| (18) | Previously filed as Exhibit 10.4 to the Current Report on Form 8-K filed by us on October 27, 2016. |
| (20) | Previously filed as Exhibit 10.8 to the Current Report on Form 8-K filed by us on October 27, 2016. |
| (23) | Previously filed as Exhibit 1.1 to the Current Report on Form 8-K filed by us on December 6, 2023. |
| (24) | Previously filed as Exhibit 10.10 to the registration statement on Form S-1 filed by us on August 9, 2024. |
| (25) | Previously filed as Exhibit 10.11 to the registration statement on Form S-1 filed by us on August 9, 2024. |
| (26) | Previously filed as Exhibit 10.9 to the registration statement on Form S-1 filed by us on September 16, 2025. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BIOCARDIA INC. | |
| By: | /s/ Peter Altman, Ph.D. |
| Peter Altman, Ph.D. | |
| President and Chief Executive Officer |
Date: March 24, 2026
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Altman and David McClung, and each of them, his true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the registrant on the dates and the capacities indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ Peter Altman, Ph.D. | President and Chief Executive Officer and Director | March 24, 2026 |
| (Peter Altman, Ph.D.) | (Principal Executive Officer) | |
| /s/ David McClung | Chief Financial Officer | March 24, 2026 |
| (David McClung) | (Principal Financial and Accounting Officer) | |
| /s/ Andrew Blank | Chairman of the Board | March 24, 2026 |
| (Andrew Blank) | ||
| /s/ Jim Allen | Director | March 24, 2026 |
| (Jim Allen) | ||
| /s/ Marvin Slosman | Director | March 24, 2026 |
| (Marvin Slosman) | ||
| /s/ William Facteau | Director | March 24, 2026 |
| (William Facteau) | ||
| /s/ Jay M. Moyes | Director | March 24, 2026 |
| (Jay M. Moyes) | ||
| /s/ Simon H. Stertzer, M.D. | Director | March 24, 2026 |
| (Simon H. Stertzer, M.D.) | ||
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