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BCDA BioCardia

 

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): April 24, 2020

 

BIOCARDIA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-21419

 

23-2753988

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

125 Shoreway Road, Suite B 
San Carlos, California 94070

 

(Address of principal executive offices and zip code)

 

 

Registrant’s telephone number, including area code: (650) 226-0120

 

_____________________________________________

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001

BCDA

The Nasdaq Capital Market

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 April 24, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of BioCardia, Inc. (the “Company”) decided, as a cash-conserving measure, to award equity compensation in lieu of discretionary 2019 cash bonus awards to our executive officers. On such date, the Committee granted the restricted stock units (“RSUs”) set forth in the table directly below under the Company’s 2016 Equity Incentive Plan to Peter Altman, Ph.D., President and Chief Executive Officer, David McClung, our Chief Financial Officer, and Henricus Duckers, M.D., our Chief Medical Officer, each a named executive officer (collectively, the “Named Executive Officers”). Such RSUs are convertible into an equal number shares of common stock of the Company, and are scheduled to vest on June 30, 2020, so long as the applicable Named Executive Officer remains continuously employed by the Company through such vesting date.

 

Name

 

Restricted Stock Units

Peter Altman, Ph.D.

 

37,080

David McClung

 

19,312

Henricus Duckers, M.D.

 

17,500

 

 

 

Also, on April 24, 2020, the Committee, following consultation with the Company’s independent compensation consultant, Compensia, Inc., approved compensation arrangements for the Named Executive Officers for 2020. The table below sets forth the base salary that is effective as of April 15, 2020, the 2020 annual target cash bonus opportunity and stock options under the Company’s 2016 Equity Incentive Plan as approved by the Committee. The actual cash bonus amounts to be awarded will be based upon achievement of individual and Company performance objectives as determined by the Committee.

 

 

Name

 

 

Annual base salary

 

Annual Target Bonus

(as % of base salary)

 

 

Stock Options*

Peter Altman, Ph.D.

 

$383,778

 

50%

 

55,130

David McClung

 

$321,360

 

38%

 

25,540

Henricus Duckers, M.D.

 

$362,250

 

40%

 

25,500

 

*The options are exercisable for common stock of the Company at an exercise price of $3.43 per share and vest and becomes exercisable in equal installments over forty-eight months on each monthly anniversary of April 24, 2020.

 

 

 

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.

 

 

BIOCARDIA, INC.

 
 

 

/s/ Peter Altman, Ph.D. 

Peter Altman, Ph.D.

 

President and Chief Executive Officer

 
 

 

Date: April 28, 2020