SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 6, 2002
(Date of earliest event reported)
CARDIMA, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 0-22419 | | 94-3177883 |
(State or other jurisdiction of incorporation) | | Commission File Number | | (IRS Employer Identification Number) |
47266 Benicia Street, Fremont, California | | 94538 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (510) 354-0300
Item 5. Other Events.
On August 5, 2002, Cardima, Inc. (the “Company”) completed a private placement of 6,788,325 shares of Common Stock to select institutional and other accredited investors at a price of $0.72 per share, the average closing price of the Common Stock for the five trading days ending August 2, 2002, the last trading day before the closing. The private placement included the issuance of warrants to purchase up to an aggregate of 2,036,491 shares of Common Stock at an exercise price of $0.90, which are redeemable upon certain events. Net proceeds to the Company were approximately $4.5 million. The Company agreed to register for resale the Common Stock issued in this private placement, including shares underlying the warrants.
On August 12, 2002, the Company completed a second closing of its private placement in which it issued 194,552 shares of Common Stock to an accredited investor at a price of $1.028 per share, the average closing price of the Common Stock for the five trading days ending August 9, 2002, the last trading day before the closing. The closing included the issuance of warrants to purchase up to an aggregate of 58,365 shares of Common Stock at $1.285, which are redeemable upon certain events. Net proceeds to the Company were approximately $186,000. The Company agreed to register for resale the Common Stock issued in this private placement, including shares underlying the warrants.
In connection with the two closings of this transaction, the Company issued to the placement agent retained by the Company in connection with the transaction, warrants to purchase up to 698,287 shares of Common Stock.
A press release relating to the August 5, 2002 closing was issued by the Company on August 6, 2002.
The complete text of the press release issued by the company is attached as an exhibit to this Form 8-K/A.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
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| 10.1 | | Form of Stock and Warrant Purchase Agreement between Cardima, Inc. and certain purchasers. |
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| 10.2 | | Form of Warrant for Common Stock of Cardima, Inc. issued to the Placement Agent. |
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| 99.1 | | Press Release, dated August 6, 2002. |
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SIGNATURE
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.
CARDIMA, INC. |
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| By: | | /S/ GABRIEL B. VEGH
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| | | Gabriel B. Vegh Chairman of the Board and Chief Executive Officer |
Dated: September 19, 2002
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