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):February16, 2016
Cardica, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware (State or Other Jurisdiction of Incorporation) | | 000-51772 (Commission File Number) | | 94-3287832 (IRS Employer Identification No.) |
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900 Saginaw Drive, Redwood City, CA (Address of Principal Executive Offices) | | 94063 (Zip Code) |
Registrant’s telephone number, including area code: (650) 364-9975
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))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 16, 2016, Cardica, Inc. (the “Company”) filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cardica, Inc. (the “Amendment”) to effect a one-for-ten reverse stock split of its outstanding common stock, effective as of February 17, 2016. A series of alternate amendments to effect a reverse stock split were approved by the Company’s stockholders at its Annual Meeting of Stockholders held on January 29, 2016, and the specific one-for-ten ratio was subsequently approved by the Company’s Board of Directors on January 29, 2016.
The Amendment provides that at the effective time of the reverse stock split, every ten shares of the Company’s issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock, without any change in par value per share. The reverse stock split will affect all shares of the Company’s common stock outstanding immediately prior to the effective time of the reverse stock split, as well as the number of shares of common stock available for issuance under the Company’s equity incentive plans. In addition, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the conversion of shares of preferred stock or upon the exercise of stock options or warrants outstanding immediately prior to the effectiveness of the reverse stock split. No fractional shares will be issued as a result of the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof.
The Company’s common stock began trading on The NASDAQ Capital Market on a split-adjusted basis when the market opened on February 17, 2016.The new CUSIP number for the Company’s common stock following the reverse stock split is 14141R309.
The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description |
3.1 | | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cardica, Inc. |
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.
| Cardica, Inc. | |
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Date: February 17, 2016 | /s/ Robert Y. Newell | |
| Robert Y. Newell | |
| Chief Financial Officer | |
EXHIBIT INDEX
Exhibit No. | | Description |
3.1 | | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cardica, Inc. |
