Form 8-K BioCardia, Inc. For: Jan 05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 2021
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BIOCARDIA, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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0-21419 |
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23-2753988 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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125 Shoreway Road, Suite B |
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(Address of principal executive offices and zip code) |
Registrant’s telephone number, including area code: (650) 226-0120
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.001 |
BCDA |
The Nasdaq Capital Market |
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Warrant to Purchase Common Stock |
BCDAW |
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter) ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 5, 2020, Richard Pfenniger notified the Board of Directors (the “Board”) of BioCardia, Inc. (the “Company”) that he was resigning from his position as a member of the Board, effective immediately. The decision by Mr. Pfenniger to resign is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies, or practices.
The Company and the Board would like to extend their sincere appreciation to Mr. Pfenniger for his service on the Board and wish him well in the future.
Item 7.01 Regulation FD Disclosure.
On January 11, 2021, the Company issued a press release announcing the election of Dr. Zsebo to the Board at the 2020 Annual Meeting of Stockholders and the departure of Mr. Pfenniger from the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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99.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BIOCARDIA, INC. |
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| /s/ Peter Altman, Ph.D. | |
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Peter Altman, Ph.D. |
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President and Chief Executive Officer |
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Date: January 11, 2021 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
ACCOMPLISHED BIOTECH EXECUTIVE KRISZTINA ZSEBO, PH.D. JOINS BIOCARDIA’S BOARD OF DIRECTORS
SAN CARLOS, Calif. – January 11, 2021 – BioCardia®, Inc. [Nasdaq: BCDA] a leader in the development of comprehensive solutions for cardiovascular regenerative therapies, welcomes Krisztina Zsebo, Ph.D., a 31-year veteran of the biotech industry, to its Board of Directors following her election at BioCardia’s 2020 Annual Meeting of Stockholders in December 2020.
Dr. Zsebo has extensive biotechnology experience in discovery, development, and commercialization, having raised more than $200 million to support operations and having launched breakthrough technologies and products with total annual sales exceeding $3.5 billion. She was an integral member of the Amgen team that first cloned the molecule that would become Neupogen; identified the molecule and led the Amgen research team that developed Stemgen; and led Xenotech, a division of Cell Genysis, which developed Vectibix, a fully human antibody technology for colorectal cancer. In addition to her leadership and development experience, Dr. Zsebo has contributed to 113 biotechnology publications, has been awarded 34 composition, process and method patents, and has 26 patents pending. She earned her Ph.D. in biochemistry from the University of California, Berkeley.
Among her roles on the BioCardia Board of Directors, Dr. Zsebo is expected to serve as Chair of a Science and Technology Committee, with Simon H. Stertzer, M.D. She replaces Fernando L. Fernandez, whose term on BioCardia’s Board of Directors expired at BioCardia’s 2020 Annual Meeting of Stockholders in December. In addition, Richard C. Pfenniger, Jr. stepped down from BioCardia’s Board in January 2021.
“Krisztina’s extensive experience in the industry, ranging from development to operations to commercialization, provides BioCardia with a significant resource as we continue our product development plans. We look forward to the benefit of her contributions to the Board and her unique perspective at this critical juncture,” commented Peter Altman, Ph.D., BioCardia’s President and CEO. “We also wish to thank both Fernando and Richard for their dedication and service to BioCardia’s board and wish them all the best in their future endeavors.”
About BioCardia®
BioCardia, Inc., headquartered in San Carlos, California, is developing regenerative biologic therapies to treat cardiovascular and respiratory disease. CardiAMP autologous and Neurokinin-1 Receptor Positive allogenic cell therapies are the Company’s biotherapeutic platforms in clinical development. The Company's products include the Helix Biotherapeutic Delivery System and its steerable guide and sheath catheter portfolio. BioCardia also partners with other biotherapeutic companies to provide its Helix system and clinical support for their programs studying therapies for the treatment of heart failure, chronic myocardial ischemia, and acute myocardial infarction. For more information, visit www.BioCardia.com.
Forward Looking Statements:
This press release contains forward-looking statements that are subject to many risks and uncertainties. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations.
We may use terms such as “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or other words that convey the uncertainty of future events or outcomes to identify these forward-looking statements. These forward-looking statements reflect our view as of the time such statement is made and are not guarantees of future performance or developments. Actual results and events may differ materially from information contained in the forward-looking statements. BioCardia expressly disclaims any intent or obligation to update these forward-looking statements, except as required by law.
INVESTOR CONTACT:
David McClung, Chief Financial Officer
[email protected]
(650) 226-0120
MEDIA CONTACT:
Michelle McAdam, Chronic Communications, Inc.
[email protected]
(310) 545-6654