Content Detail

• Content META

  Title	Form S-1/A - General form for registration of securities under the Securities Act of 1933: [Amend]
  ID	13481990
  External ID	8030121408
  Author	Unknown
  Published Date	Sept. 17, 2025, 8 a.m.
  Summary	As filed with the Securities and Exchange Commission on September 17, 2025 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S ‑
  Tags
  URL	https://mx.advfn.com/bolsa-de-valores/nasdaq/bcda/noticias/96835254/form-s-1-a-general-form-for-registration-of-securities-under-the-securities-ac
  Sentiment	Negative: 0.02589    Neutral: 0.94271    Positive: 0.03140
  Relevance	0.03125

• Content Details

  Content ID	8498132
  Key	5ced6905-cd4a-4726-aa8a-73f53dc2a0f7
  Content	As filed with the Securities and Exchange Commission on September 17, 2025 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S ‑ REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 BioCardia, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 320 Soquel Way Sunnyvale, California (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Peter Altman President and Chief Executive Officer 320 Soquel Way Sunnyvale, California 94085 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Michael J. Danaher Austin D. March Wilson Sonsini Goodrich & Rosati, Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, or Securities Act, check the following box. ☒ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, or the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ 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 7(a)(2)(B) of the Securities Act. ☐ The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. EXPLANATORY NOTE This Amendment No. 1 (this “Amendment No. 1”) to the Registration Statement on Form S-1 (File No. 333-290283) of BioCardia, Inc (the “Registration Statement”) is being filed as an exhibits-only filing. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement, and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted. Item 16. Exhibits and Financial Statement Schedules (a) Exhibits. Exhibit Index Exhibit Number Description Engagement letter, dated February 26, 2024, as subsequently amended, by and between BioCardia, Inc. and H.C. Wainwright & Co., LLC Agreement and Plan of Merger dated August 22, 2016 First Amendment to Agreement and Plan of Merger dated October 21, 2016 Amended and Restated Certificate of Incorporation, as amended May 29, 2024 Amended and Restated Bylaws Specimen common stock certificate BioCardia 2002 Stock Plan, as amended Form of Stock Option Agreement under BioCardia 2002 Stock Plan BioCardia 2016 Equity Incentive Plan, as amended Form of Stock Option Agreement under BioCardia 2016 Equity Incentive Plan Form of Restricted Stock Unit Agreement under BioCardia 2016 Equity Inventive Plan Form of Pre-Funded Warrant in connection with this offering Form of Common Warrant in connection with this offering Form of Director Restricted Stock Unit Agreement under the BioCardia 2016 Equity Incentive Plan Form of Securities Purchase and Registration Rights Agreement, dated December 14, 2022, between the Company and certain qualified institutional buyers and institutional accredited investors II-1 Exhibit Number Description 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) Form of Warrant to Purchase Shares of Common Stock Form of Securities Purchase and Registration Rights Agreement, dated April 22, 2025, by and among the Company and the Investors Form of Securities Purchase and Registration Rights Agreement, dated June 30, 2025, by and among the Company and the Investors Opinion of Wilson Sonsini Goodrich & Rosati, P.C. Form of Indemnification Agreement for directors and executive officers Form of Change of Control and Severance Agreement with each executive officer License and Distribution Agreement, dated October 30, 2012, by and between the Company and Biomet Biologics, LLC, as amended Second Amendment to License and Distribution Agreement, dated September 22, 2022, by and between Biomet Biologics, LLC Litigation Funding Agreement dated April 9, 2020, between BSLF, LLC and the Company Lease agreement, dated December 14, 2021 between the Company and the Irvine Company LLC Controlled Equity Offering Sales Agreement dated April 12, 2022 between the Company and Cantor Fitzgerald & Co. At The Market Offering Agreement, dated December 6, 2023, by and between BioCardia, Inc. and H.C. Wainwright & Co., LLC Form of Securities Purchase Agreement Amendment to Change of Control and Severance Agreement, dated May 30, 2024, by and between BioCardia, Inc. and Peter Altman Amendment to Change of Control and Severance Agreement, dated May 30, 2024, by and between BioCardia, Inc. and David McClung Subsidiaries of the Company Consent of PKF San Diego, LLP, Independent Registered Public Accounting Firm Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in the opinion filed as Exhibit 5.1 to this registration statement) Power of attorney 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.INS Inline XBRL Instance Document Filing Fee Table Filed herewith. Confidential Treatment portions of this exhibit have been omitted as permitted by applicable regulations. II-2 Previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by us on August 25, 2016. Previously filed as Exhibit 2.2 to the Current Report on Form 8-K filed by us on October 27, 2016. Previously filed as Exhibit 3.1 to the Annual Report on Form 10-K filed by us on March 26, 2025. Previously filed as Exhibit 3.1 to the Current Report on Form 8-K filed by us on May 1, 2023. Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on October 27, 2016. Previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed by us on October 27, 2016. Previously filed as Exhibit 4.3 to the registration statement on Form S-8 filed by us on February 8, 2017. Previously filed as Exhibit 4.4 to the registration statement on Form S-1 filed by us on August 9, 2024. Previously filed as Exhibit 4.7 to the registration statement on Form S-8 filed by us on February 8, 2017. Previously filed as Exhibit 4.8 to the registration statement on Form S-8 filed by us on February 8, 2017. Previously filed as Exhibit 4.7 to the registration statement on Form S-1 filed by us on September 16, 2025. Previously filed as Exhibit 4.8 to the registration statement on Form S-1 filed by us on September 16, 2025. Previously filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q filed by us on May 15, 2020. Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on December 15, 2022. Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on February 9, 2024. Previously filed as Exhibit 4.2 to the Current Report on Form 8-K filed by us on September 3, 2024. Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on April 23, 2025. Previously filed as Exhibit 4.1 to the Current Report on Form 8-K filed by us on July 2, 2025. Previously filed as Exhibit 5.1 to the registration statement on Form S-1 filed by us on September 16, 2025. Previously filed as Exhibit 10.4 to the Current Report on Form 8-K filed by us on October 27, 2016. Previously filed as Exhibit 10.2 to the Annual Report on Form 10-K filed by us on March 30, 2017. Previously filed as Exhibit 10.8 to the Current Report on Form 8-K filed by us on October 27, 2016. Previously filed as Exhibit 10.4 to the Annual Report on 10-K filed by us on March 29, 2023. Previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed by us on April 14, 2020. Previously filed as Exhibit 10.14 to the Annual Report on 10-K filed by us on March 29, 2022. Previously filed as Exhibit 1.1 to the Current Report on Form 8-K filed by us on April 12, 2022. Previously filed as Exhibit 1.1 to the Current Report on Form 8-K filed by us on December 6, 2023. Previously filed as Exhibit 10.9 to the registration statement on Form S-1 filed by us on September 16, 2025. Previously filed as Exhibit 10.10 to the registration statement on Form S-1 filed by us on August 9, 2024. Previously filed as Exhibit 10.11 to the registration statement on Form S-1 filed by us on August 9, 2024. Previously Filed as Exhibit 21.1 to the Annual Report on Form 10-K filed on March 27, 2024 Previously filed as Exhibit 23.1 to the registration statement on Form S-1 filed by us on September 16, 2025. Previously filed as Exhibit 23.2 to the registration statement on Form S-1 filed by us on September 16, 2025. Previously filed as Exhibit 24.1 to the registration statement on Form S-1 filed by us on September 16, 2025. Previously filed as Exhibit 107 to the registration statement on Form S-1 filed by us on September 16, 2025. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Amendment No. 1 to Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on September 17, 2025. BIOCARDIA, INC. By: /s/ Peter Altman, Ph.D. Peter Altman, Ph.D. President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date /s/ Peter Altman, Ph.D. President and Chief Executive Officer and Director September 17, 2025 Peter Altman, Ph.D. (Principal Executive Officer) /s/ David McClung Chief Financial Officer September 17, 2025 David McClung (Principal Financial and Accounting Officer) Director September 17, 2025 Andrew Blank Director September 17, 2025 Jim Allen Director September 17, 2025 Bill Facteau Director September 17, 2025 Richard Krasno, Ph.D. Director September 17, 2025 Jay M. Moyes Director September 17, 2025 Simon Stertzer, M.D. *Pursuant to power of attorney By: /s/ Peter Altman Peter Altman, Ph.D. Attorney-in-fact II-4 Exhibit 1.1 Execution Version February 26, 2024 STRICTLY CONFIDENTIAL BioCardia, Inc. 320 Soquel Way Sunnyvale, California 94085 Attn: Peter Altman, Ph.D., President and Chief Executive Officer Dear Dr. Altman: This letter agreement (this “ Agreement ”) constitutes the agreement between BioCardia, Inc. (the “ Company ”) and H.C. Wainwright & Co., LLC (“ Wainwright ”) that Wainwright shall serve as the exclusive underwriter or placement agent in one or more underwritten or best-efforts offering, registered direct offering or private placement financing (each, an “ Offering ”) of securities of the Company (the “ Securities ”) during the Term (as hereinafter defined) of this Agreement. For the avoidance of doubt, the term “Offering” shall not include the Company's at-the-market program with Wainwright. Nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright's assistance in any Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwright in connection with such Offering; provided, that, if Wainwright so determines to not participate following such investigation and inquiry this Agreement shall terminate in its entirety in accordance with its terms. The Company expressly acknowledges and agrees that Wainwright's involvement in any Offering is strictly on a reasonable best efforts basis and that the consummation of such Offering will be subject to, among other things, market conditions. The execution of this Agreement does not constitute a commitment by Wainwright to purchase the Securities and does not ensure a successful Offering of the Securities or the success of Wainwright with respect to securing any other financing on behalf of the Company. A. Compensation; Reimbursement . At the closing of any Offering (each, the “ Closing ”), the Company shall compensate Wainwright as follows: Cash Fee . The Company shall pay to Wainwright a cash fee equal to 7.0% of the aggregate gross proceeds raised in the Offering (the “ Cash Fee ”); provided, however, that such Cash Fee shall be reduced to 3.5% with respect to any gross proceeds raised in the Offering from any of the persons listed on Exhibit A hereto or their respective affiliates or investment vehicles (collectively, the “ Excluded Investors ”). 430 Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC Expense Allowance . Out of the proceeds of the Closing, the Company also agrees to pay Wainwright (a) a management fee equal to 1.0% of the gross proceeds raised in each Offering; (b) $25,000 for non-accountable expenses; (c) $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses; plus the additional amount payable by the Company pursuant to Paragraph D.4 hereunder; provided, however, that such amount in no way limits or impairs the indemnification and contribution provisions of this Agreement. Tail . Wainwright shall be entitled to compensation under clause (1) hereunder, calculated in the manner set forth therein, with respect to any public or private offering or other financing or capital-raising transaction of any kind other than under the Company's at-the-market program (“ Tail Financing ”) to the extent that any capital or funds in such Tail Financing is provided to the Company directly or indirectly by investors whom Wainwright had “wall crossed” with respect to an Offering during the Term, other than Excluded Investors, if such Tail Financing is consummated at any time within the 12-month period following the expiration or termination of this Agreement. Upon the Company's request, Wainwright shall provide the Company with a list of the investors who are subject to this tail provision as soon as reasonably practicable following the expiration or termination of this Agreement. Right of First Refusal . If, from the date hereof until the 6-month anniversary following consummation of each Offering (subject to FINRA Rule 5110(g)(6)(A)), the Company or any of its subsidiaries decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital-raising financing of equity, equity-linked or debt securities, other than a private placement to the Excluded Investors without an underwriter, placement agent or broker or in a financing conducted directly by the Company without an underwriter, placement agent or broker, Wainwright (or any affiliate designated by Wainwright) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. If Wainwright or one of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction. B. Term and Termination of Engagement; Exclusivity . The term of Wainwright's exclusive engagement will begin on the date hereof and end sixty (60) days thereafter (the “ Term ”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary contained herein, the Company has the right to terminate the Agreement for cause in compliance with FINRA Rule 5110(g)(5)(B)(i). The exercise of such right of termination for cause eliminates the Company's obligations with respect to the provisions relating to the right of first refusal and the tail fees. Notwithstanding anything to the contrary contained in this Agreement, in the event that the Offering pursuant to this Agreement shall not be carried out for any reason whatsoever during the Term, the Company shall be obligated to pay to Wainwright up to $15,000 of its actual and accountable out-of-pocket expenses related to the Offering (including the fees and disbursements of Wainwright's outside legal counsel), to be increased to $50,000 in case of a contemplated public Offering. During Wainwright's engagement hereunder during the Term, other than with respect to the Excluded Investors: (i) the Company will not, and will not permit its representatives to, other than in coordination with Wainwright, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities or investment banks in connection with an Offering and (ii) the Company will not pursue any financing transaction which would be in lieu of an Offering, other than a financing conducted without an underwriter, placement agent or broker with the Excluded Investors. Furthermore, other than with respect to the Excluded Investors, the Company agrees that during Wainwright's engagement hereunder, all inquiries from prospective investors will be referred to Wainwright. Additionally, except as set forth hereunder, the Company represents, warrants and covenants that no brokerage or finder's fees or commissions are or will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party with respect to any Offering other than with respect to investments by the Excluded Investors unrelated to an Offering. C. Information; Reliance . The Company shall furnish, or cause to be furnished, to Wainwright all information requested by Wainwright for the purpose of rendering services hereunder and conducting due diligence (all such information being the “ Information ”). In addition, the Company agrees to make available to Wainwright upon request from time to time the officers, directors, accountants, counsel and other advisors of the Company. The Company recognizes and confirms that Wainwright (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “ Offering Documents ”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Wainwright or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Wainwright thereof, including any document included or incorporated by reference therein. In connection with the Offering, at the request of Wainwright, the Company shall deliver legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers' and secretary certificates and good standing certificates, all in form and substance satisfactory to Wainwright and its counsel as is customary for such Offering. Other than in the case of an underwriting agreement in an underwritten Offering, Wainwright shall be a third party beneficiary of any representations, warranties, covenants, closing conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closing conditions and closing deliverables made to any investor in the Offering. D. Related Agreements . At each Offering, the Company shall enter into the following additional agreements, as applicable: Underwritten Offering . If an Offering is an underwritten Offering, the Company and Wainwright shall enter into a customary underwriting agreement in form and substance reasonably satisfactory to Wainwright and its counsel. Best Efforts Offering . If the Offering is on a best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“ Purchase Agreement ”) between the Company and such investors. Wainwright shall be a third party beneficiary with respect to the representations, warranties, covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors. FINRA Amendments . Notwithstanding anything herein to the contrary, in the event that Wainwright determines that any of the terms provided for hereunder shall not comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company shall agree to amend this Agreement (or include such revisions in the final underwriting agreement) in writing upon the request of Wainwright to comply with any such rules; provided that any such amendments shall not provide for terms that are less favorable to the Company than are reflected in this Agreement. Escrow, Settlement and Closing . If each Offering is not settled via delivery versus payment (“ DVP ”), the Company and Wainwright shall enter into an escrow agreement with a third party escrow agent pursuant to which Wainwright's compensation and expenses shall be paid from the gross proceeds of the Securities sold. If the Offering is settled in whole or in part via DVP, Wainwright shall arrange for its clearing agent to provide the funds to facilitate such settlement; provided, however, if the clearing firm provides the funds in a best efforts offering and subsequent to such delivery an investor fails to provide the necessary funds to the clearing agent for such purchase of Securities, Wainwright shall instruct the clearing agent to promptly return any such Securities to the Company and the Company shall promptly return such investor's purchase price to the clearing agent. The Company shall pay Wainwright closing costs, which shall also include the reimbursement of the out-of-pocket cost of the escrow agent or clearing agent, as applicable, which closing costs shall not exceed $15,950. E. Confidentiality . In the event of the consummation or public announcement of any Offering, Wainwright shall have the right to disclose its participation in such Offering, including, without limitation, the Offering at its cost of “tombstone” advertisements in financial and other newspapers and journals. F. Indemnity In connection with the Company's engagement of Wainwright hereunder, the Company hereby agrees to indemnify and hold harmless Wainwright and its affiliates, and the respective controlling persons, directors, officers, members, shareholders, agents and employees of any of the foregoing (collectively the “ Indemnified Persons ”), from and against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any of them (including the reasonable and out-of-pocket fees and expenses of counsel), as incurred, whether or not the Company is a party thereto (collectively a “ Claim ”), that are (A) related to or arise out of (i) any actions taken or omitted to be taken (including any material untrue statements made or any statements omitted to be made) by the Company, or (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company's engagement of Wainwright, or (B) otherwise relate to or arise out of Wainwright's activities on the Company's behalf under Wainwright's engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable and out-of-pocket fees and expenses of counsel) as incurred by such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however, be responsible for any Claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct of any Indemnified Person for such Claim. The Company further agrees that no Indemnified Person shall have any liability to the Company for or in connection with the Company's engagement of Wainwright except for any Claim incurred by the Company as finally judicially determined to have resulted from the gross negligence or willful misconduct of any Indemnified Person for such Claim. The Company further agrees that it will not, without the prior written consent of Wainwright, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim. Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the Company is requested by such Indemnified Person, the Company will assume the defense of such Claim, including the employment of counsel for such Indemnified Person and the payment of the fees and expenses of such counsel, provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person and provided further that if the legal counsel to such Indemnified Person reasonably determines that the use of counsel chosen by the Company to represent such Indemnified Person would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it or other Indemnified Persons different from or in addition to those available to the Company, such Indemnified Person will employ its own separate counsel (including local counsel, if necessary) to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. If such Indemnified Person does not request that the Company assume the defense of such Claim, such Indemnified Person will employ its own separate counsel (including local counsel, if necessary) to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable and out-of-pocket fees and expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise protect against any Claim, the relevant Indemnified Person shall have the right, but not the obligation, to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company therefor, including without limitation, for the reasonable and out-of-pocket fees and expenses of its counsel and all amounts paid as a result of such Claim or the compromise or settlement thereof. In addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense. The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason then (whether or not Wainwright is the Indemnified Person), the Company and Wainwright shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and Wainwright on the other, in connection with Wainwright's engagement referred to above, subject to the limitation that in no event shall the amount of Wainwright's contribution to such Claim exceed the amount of fees actually received by Wainwright from the Company pursuant to Wainwright's engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and Wainwright on the other, with respect to Wainwright's engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company pursuant to the applicable Offering (whether or not consummated) for which Wainwright is engaged to render services bears to (b) the fee paid or proposed to be paid to Wainwright in connection with such engagement. The Company's indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Person may have at law or at equity and (b) shall be effective whether or not the Company is at fault in any way. G. Limitation of Engagement to the Company . The Company acknowledges that Wainwright has been retained only by the Company, that Wainwright is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company's engagement of Wainwright is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Company or any other person not a party hereto as against Wainwright or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), employees or agents. Unless otherwise expressly agreed in writing by Wainwright, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of Wainwright, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation or advice, written or oral, given by Wainwright to the Company in connection with Wainwright's engagement is intended solely for the benefit and use of the Company's management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. Wainwright shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Wainwright. H. Limitation of Wainwright s Liability to the Company . Wainwright and the Company further agree that neither Wainwright nor any of its affiliates or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its security holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in contract, tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based on any action of or failure to act by Wainwright and that are finally judicially determined to have resulted solely from the gross negligence or willful misconduct of Wainwright or any Indemnified Person. I. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement, will be heard only in the state or federal courts located in the City of New York, State of New York. The parties hereto expressly agree to submit themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York. The parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City and State of New York. In the event Wainwright or any Indemnified Person is successful in any action, or suit against the Company, arising out of or relating to this Agreement, the final judgment or award entered shall be entitled to have and recover from the Company the costs and expenses incurred in connection therewith, including its reasonable attorneys' fees. Any rights to trial by jury with respect to any such action, proceeding or suit are hereby waived by Wainwright and the Company. J. Notices . All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or e-mail, if sent to Wainwright, at the address set forth on the first page hereof, e-mail: notices@hcwco.com, Attention: Head of Investment Banking, and if sent to the Company, to the address set forth on the first page hereof, e-mail: paltman@biocardia.com, Attention: Chief Executive Officer. Notices sent by certified mail shall be deemed received five days thereafter, notices sent by hand delivery or overnight delivery shall be deemed received on the date of the relevant written record of receipt, notices sent by e-mail shall be deemed received as of the date and time they were sent. K. Conflicts . The Company acknowledges that Wainwright and its affiliates may have and may continue to have investment banking and other relationships with parties other than the Company pursuant to which Wainwright may acquire information of interest to the Company. Wainwright shall have no obligation to disclose such information to the Company or to use such information in connection with any contemplated transaction. L. Anti-Money Laundering . To help the United States government fight the funding of terrorism and money laundering, the federal laws of the United States require all financial institutions to obtain, verify and record information that identifies each person with whom they do business. This means Wainwright must ask the Company for certain identifying information, including a government-issued identification number (e.g., a U.S. taxpayer identification number) and such other information or documents that Wainwright considers appropriate to verify the Company's identity, such as certified articles of incorporation, a government-issued business license, a partnership agreement or a trust instrument. M. Miscellaneous . The Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound. Furthermore, the Company represents and warrants that no consent, permit, waiver, approval or authorization of any third party in connection with the execution, delivery and performance by the Company of this Agreement or an Offering, is required or has not been obtained. This Agreement shall not be modified or amended except in writing signed by Wainwright and the Company. This Agreement shall be binding upon and inure to the benefit of both Wainwright and the Company and their respective assigns, successors, and legal representatives. This Agreement constitutes the entire agreement of Wainwright and the Company with respect to the subject matter hereof and supersedes any prior agreements with respect to the subject matter hereof; provided, however that that certain engagement agreement by and between the Company and Wainwright, dated as of November 16, 2023 (the “ 2023 Engagement ”), shall govern the subject matter thereto; provided, further, that no fees in respect of any Offering consummated hereunder shall also entitle Wainwright to any additional payment or expense reimbursement under the 2023 Engagement. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and the remainder of the Agreement shall remain in full force and effect. This Agreement may be executed in counterparts (including electronic counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures to this Agreement transmitted by electronic mail in “portable document format” (.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature. The undersigned hereby consents to receipt of this Agreement in electronic form and understands and agrees that this Agreement may be signed electronically. In the event that any signature is delivered by electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or otherwise by electronic transmission evidencing an intent to sign this Agreement, such electronic mail or other electronic transmission shall create a valid and binding obligation of the undersigned with the same force and effect as if such signature were an original. Execution and delivery of this Agreement by electronic mail or other electronic transmission is legal, valid and binding for all purposes. In acknowledgment that the foregoing correctly sets forth the understanding reached by Wainwright and the Company, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date indicated above. Very truly yours, H.C. WAINWRIGHT & CO., LLC By: /s/ Edward D. Silvera Name: Edward D. Silvera Title: Chief Operating Officer Accepted and Agreed: BIOCARDIA, INC. By: /s/ Peter Altman Name: Peter Altman Title: CEO Exhibit A Execution Version March 13, 2025 STRICTLY CONFIDENTIAL BioCardia, Inc. 320 Soquel Way Sunnyvale, California 94085 Attn: Peter Altman, Ph.D., President and Chief Executive Officer Dear Dr. Altman: Reference is made to that certain engagement agreement (the “ Engagement Agreement ”), dated as of February 26, 2025, by and between BioCardia, Inc. (the “ Company ”) and H.C. Wainwright & Co., LLC (“ Wainwright ”). Defined terms used herein but not defined herein shall have the meanings given to such terms in the Engagement Agreement. The parties have agreed, as evidenced by their signatures hereon, to amend the terms of the Engagement Agreement on the terms set forth herein (this “ Amendment ”). Subsections (b) and (c) of Paragraph A.(2) of the Engagement Agreement (E xpense Allowance ) shall be replaced in their entirety with the following: “(b) $25,000 for non-accountable expenses (to be increased to $50,000 in case a public Offering is contemplated or consummated); (c) up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses (to be increased to $90,000 in case a public Offering is contemplated or consummated);” Paragraph A.(3) of the Engagement Agreement ( Tail ) shall be replaced in its entirety with the following: “Tail . Wainwright shall be entitled to compensation under clause (1) hereunder, calculated in the manner set forth therein, with respect to any public or private offering or other financing or capital-raising transaction of any kind other than under the Company's at-the-market program (“ Tail Financing ”) to the extent that any capital or funds in such Tail Financing is provided to the Company directly or indirectly (i) by investors whom Wainwright had “wall crossed” during the Term with respect to an Offering, and (ii) by investors whom Wainwright had back and forth correspondence beyond merely confirming receipt or passing on the opportunity during the Term with respect to a public Offering, in each case (i) or (ii), other than Excluded Investors, if such Tail Financing is consummated at any time within the 12-month period following the expiration or termination of this Agreement. Upon the Company's request, Wainwright shall provide the Company with a list of the investors who are subject to this tail provision as soon as reasonably practicable following the expiration or termination of this Agreement.” 430 Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC The first sentence of Paragraph B. of the Engagement Agreement shall be replaced in its entirety with the following: “B. Term and Termination of Engagement; Exclusivity . The Term of Wainwright's exclusive engagement will begin on the date hereof and end on the earlier of (i) May 15, 2025 and (ii) thirty (30) days after a registration statement on Form S-1 filed for a primary Offering hereunder becomes effective (the “ Term ”).” Except as expressly set forth above, all of the terms and conditions of the Engagement Agreement shall continue in full force and effect after the execution of this Amendment and shall not be in any way changed, modified or superseded except as set forth herein. Notwithstanding anything to the contrary contained herein, this Amendment shall be subject to the provisions regarding governing law and miscellaneous provisions set forth in Paragraphs I and M of the Engagement Agreement, and such provisions are incorporated herein by this reference, mutatis mutandis [ Remainder of page intentionally left blank ] In acknowledgment that the foregoing correctly sets forth the understanding reached by Wainwright and the Company, please sign in the space provided below, whereupon this Amendment shall constitute a binding agreement as of the date indicated above. Very truly yours, H.C. WAINWRIGHT & CO., LLC By: /s/ Edward D. Silvera Name: Edward D. Silvera Title: Chief Operating Officer Accepted and Agreed: BIOCARDIA, INC. By: /s/ Peter Altman Name: Peter Altman Title: CEO [Signature Page to BCDA Engagement Agreement Amendment] Execution Version May 9, 2025 STRICTLY CONFIDENTIAL BioCardia, Inc. 320 Soquel Way Sunnyvale, California 94085 Attn: Peter Altman, Ph.D., President and Chief Executive Officer Dear Dr. Altman: Reference is made to that certain engagement agreement, dated as of February 26, 2025, as amended on March 13, 2025 (the “ Engagement Agreement ”), by and between BioCardia, Inc. (the “ Company ”) and H.C. Wainwright & Co., LLC (“ Wainwright ”). Defined terms used herein but not defined herein shall have the meanings given to such terms in the Engagement Agreement. The parties have agreed, as evidenced by their signatures hereon, to amend the terms of the Engagement Agreement on the terms set forth herein (this “ Amendment ”). The parties acknowledge and agree that the Term of the Engagement Agreement shall be extended and continue from its current expiration date until June 8, 2025. Except as expressly set forth above, all of the terms and conditions of the Engagement Agreement shall continue in full force and effect after the execution of this Amendment and shall not be in any way changed, modified or superseded except as set forth herein. Notwithstanding anything to the contrary contained herein, this Amendment shall be subject to the provisions regarding governing law and miscellaneous provisions set forth in Paragraphs I and M of the Engagement Agreement, and such provisions are incorporated herein by this reference, mutatis mutandis [ Remainder of page intentionally left blank ] 430 Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC In acknowledgment that the foregoing correctly sets forth the understanding reached by Wainwright and the Company, please sign in the space provided below, whereupon this Amendment shall constitute a binding agreement as of the date indicated above. Very truly yours, H.C. WAINWRIGHT & CO., LLC By: /s/ Edward D. Silvera Name: Edward D. Silvera Title: Chief Operating Officer Accepted and Agreed: BIOCARDIA, INC. By: /s/ Peter Altman Name: Peter Altman Title: CEO [Signature Page to BCDA Engagement Agreement Amendment] Execution Version July 28, 2025 STRICTLY CONFIDENTIAL BioCardia, Inc. 320 Soquel Way Sunnyvale, California 94085 Attn: Peter Altman, Ph.D., President and Chief Executive Officer Dear Dr. Altman: Reference is made to that certain engagement agreement, dated as of February 26, 2025, as amended on March 13, 2025 and May 9, 2025 (the “ Engagement Agreement ”), by and between BioCardia, Inc. (the “ Company ”) and H.C. Wainwright & Co., LLC (“ Wainwright ”). Defined terms used herein but not defined herein shall have the meanings given to such terms in the Engagement Agreement. The parties have agreed, as evidenced by their signatures hereon, to amend the terms of the Engagement Agreement on the terms set forth herein (this “ Amendment ”). The parties acknowledge and agree that the Term of the Engagement Agreement shall be extended and continue from its current expiration date until thirty (30) days following the date hereof. Except as expressly set forth above, all of the terms and conditions of the Engagement Agreement shall continue in full force and effect after the execution of this Amendment and shall not be in any way changed, modified or superseded except as set forth herein. Notwithstanding anything to the contrary contained herein, this Amendment shall be subject to the provisions regarding governing law and miscellaneous provisions set forth in Paragraphs I and M of the Engagement Agreement, and such provisions are incorporated herein by this reference, mutatis mutandis [ Remainder of page intentionally left blank ] 430 Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC In acknowledgment that the foregoing correctly sets forth the understanding reached by Wainwright and the Company, please sign in the space provided below, whereupon this Amendment shall constitute a binding agreement as of the date indicated above. Very truly yours, H.C. WAINWRIGHT & CO., LLC By: /s/ Edward D. Silvera Name: Edward D. Silvera Title: Chief Operating Officer Accepted and Agreed: BIOCARDIA, INC. By: /s/ Peter Altman Name: Peter Altman Title: CEO [Signature Page to BCDA Engagement Agreement Amendment] Execution Version September 3, 2025 STRICTLY CONFIDENTIAL BioCardia, Inc. 320 Soquel Way Sunnyvale, California 94085 Attn: Peter Altman, Ph.D., President and Chief Executive Officer Dear Dr. Altman: Reference is made to that certain engagement agreement, dated as of February 26, 2025, as amended on March 13, 2025, May 9, 2025 and July 28, 2025 (the “ Engagement Agreement ”), by and between BioCardia, Inc. (the “ Company ”) and H.C. Wainwright & Co., LLC (“ Wainwright ”). Defined terms used herein but not defined herein shall have the meanings given to such terms in the Engagement Agreement. The parties have agreed, as evidenced by their signatures hereon, to amend the terms of the Engagement Agreement on the terms set forth herein (this “ Amendment ”). The parties acknowledge and agree that the Term of the Engagement Agreement shall be extended and continue from its current expiration date until thirty (30) days following the date hereof. Except as expressly set forth above, all of the terms and conditions of the Engagement Agreement shall continue in full force and effect after the execution of this Amendment and shall not be in any way changed, modified or superseded except as set forth herein. Notwithstanding anything to the contrary contained herein, this Amendment shall be subject to the provisions regarding governing law and miscellaneous provisions set forth in Paragraphs I and M of the Engagement Agreement, and such provisions are incorporated herein by this reference, mutatis mutandis [ Remainder of page intentionally left blank ] 430 Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com Member: FINRA/SIPC In acknowledgment that the foregoing correctly sets forth the understanding reached by Wainwright and the Company, please sign in the space provided below, whereupon this Amendment shall constitute a binding agreement as of the date indicated above. Very truly yours, H.C. WAINWRIGHT & CO., LLC By: /s/ Edward D. Silvera Name: Edward D. Silvera Title: Chief Operating Officer Accepted and Agreed: BIOCARDIA, INC. By: /s/ Peter Altman Name: Peter Altman Title: CEO [Signature Page to BCDA Engagement Agreement Amendment] BioCardia (NASDAQ:BCDA) Gráfica de Acción Histórica De Ago 2025 a Sep 2025 BioCardia (NASDAQ:BCDA) Gráfica de Acción Histórica De Sep 2024 a Sep 2025
  Content Reference URL	None

• Publisher

  Publisher Name	Advanced Financial Network (#5877)
  Publisher URL	https://mx.advfn.com
  Description	None
  Trust Flow Score	14
  Citation Flow Score	33

• Data Source

  Data Source Name	Quantexa News (#5)
  Data Source Type	news
  Data Source URL	https://app.aylien.com/dashboard
  Description	Welcome to Quantexa News API — the most powerful way to aggregate, filter, and integrate global news data into your apps and models.
  Weight	10