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): October 18, 2023
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.) |
320 Soquel Way
Sunnyvale, California 94085 | |
| (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)) |
| 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 5.07 Submission of Matters to a Vote of Security Holders.
On October 18, 2023, the Company held its Annual Meeting. Present at the Annual Meeting in person or by proxy were holders of 13,785,571 shares of the Company’s common stock, representing 63.76% of the voting power of the shares of the Company’s common stock as of August 25, 2023, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The matters before the annual meeting are described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on September 1, 2023.
Proposal 1 – Election of Directors. The following nominees were elected as Class I directors to serve until the 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:
Nominee | | Votes For | | Withheld | | Broker Non-votes |
| | | | | | | |
| Peter Altman, Ph.D. | | 4,390,666 | | 2,267,657 | | 7,127,248 |
| | | | | | | |
| Bill Facteau | | 4,500,019 | | 2,158,304 | | 7,127,248 |
| | | | | | | |
Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of PKF San Diego, LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023 was ratified.
Votes For | | Votes Against | | Abstentions | | Broker Non-votes |
| 13,062,509 | | 695,047 | | 28,015 | | --- |
Proposal 3 – Approval, on an Advisory Basis, of the Company’s Executive Compensation. The Company’s executive compensation was approved on an advisory basis.
Votes For | | Votes Against | | Abstentions | | Broker Non-votes |
| 4,375,841 | | 2,264,503 | | 17,979 | | 7,127,248 |
Proposal 4 – Resolution Indicating how Frequently to Hold an Advisory Vote on Executive Compensation. A frequency of every one year for an advisory vote on executive compensation was approved.
1 YEAR | | 2 YEARS | | 3 YEARS | | Abstentions | | Broker Non-votes |
| 6,031,521 | | 23,503 | | 502,667 | | 100,632 | | 7,127,248 |
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: October 18, 2023 | |
