Filed Pursuant to Rule 424(b)(3)
Registration No. 333-64536
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 22, 2001
PROSPECTUS
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CARDIMA, INC.
18,795,072 Shares
Common Stock
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This Prospectus Supplement supplements and amends the Prospectus dated
August 22, 2001 relating to the resale of up to 18,795,092 shares of our common
stock.
Our common stock is currently listed on the Nasdaq SmallCap Market under
the symbol "CRDM." On November 26, 2001, the last bid price for our common stock
on the Nasdaq SmallCap Market was $1.87.
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This Prospectus Supplement should be read in conjunction with the
Prospectus dated August 22, 2001, which is to be delivered with the Prospectus
Supplement. All Capitalized terms used but not defined in the Prospectus
Supplement shall have the meanings given them in the Prospectus.
The share information appearing under the heading "Prospectus" in the
Prospectus and all other references to the number of shares registered under the
Prospectus is superseded in part by the information below:
18,795,072 Shares
Common Stock
On May 3, 2001, we entered into agreements with investors to sell an
aggregate of 11,746,916 shares of our common stock at a price of $0.58 per
share, for an aggregate purchase price of $6,813,211. In addition, we issued
warrants to purchase 5,873,465 shares of our common stock at an exercise price
of $0.87 per share. We issued these shares and warrants to the investors on that
date. The warrants will be exercisable beginning on November 3, 2001 and will be
reduced on a share-by-share basis to the extent that an investor sells our
common stock or other of our securities during the six-month period between May
3, 2001 and November 3, 2001. We may redeem the warrants for a price of $0.001
per share of common stock if the average closing price per share of our common
stock has been at least $1.16 (as adjusted for subsequent stock splits and the
like) for fifteen consecutive trading days. The shares issued under the
agreements were offered through a placement agent, AmeriCal Securities, Inc.,
for which services we paid to the placement agent a fee of $510,988 and a
warrant to acquire 1,174,691 shares of our common stock at an exercise price of
$0.638 per share. This prospectus covers the resale by the selling stockholders
of up to 18,795,072 shares, which includes the number of shares of our common
stock underlying the warrants issued pursuant to the agreements and to the
placement agent.
The information appearing under the heading "Selling Stockholders" in the
Prospectus is superseded in part by the information below:
Shares of Common Percentage of
Stock Number of Common Stock
Beneficially Owned Warrant Shares Held Before
As of the Date Beneficially Sale of
Selling Stockholder Hereof Owned(1) Common Stock
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Active Site Partners, L.P. ...................... 344,828 172,414 1.03%
Band & Co. ...................................... 2,187,931 1,093,966 6.55%
Biotechnology Development Fund II, L.P. ......... 862,069 431,035 2.58%
Clarion Capital Corporation ..................... 344,900 172,450 1.03%
EDJ Limited ..................................... 172,414 86,207 *
Charles Engelberg (2) ........................... 86,207 547,711 *
Claire Engelberg ................................ 86,207 43,104 *
Exchange Bank Trustee Redwood Regional Medical
Group PSP FBO Allan Fishbein ................ 86,200 43,100 *
Herbert C.V. Feinstein .......................... 43,103 21,552 *
Jacob Feinstein Trustee for the Jacob and Gloria
Feinstein Revocable Living Trust A Dated
09-18-92 .................................... 43,103 21,552 *
Richard F. Gaston ............................... 86,207 366,509(3) *
Mark Adam Gelman and Ingrid E. Gelman ........... 43,103 21,552 *
Shares of Common Percentage of
Stock Number of Common Stock
Beneficially Owned Warrant Shares Held Before
As of the Date Beneficially Sale of
Selling Stockholder Hereof Owned(1) Common Stock
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Hollis Capital Partners ......................... 172,414 86,207 *
John R. Hillsman ................................ 86,207 43,104 *
Katz Family Trust, Daniel S. Katz, Trustee ...... 86,207 43,104 *
Rose Krans ...................................... 0 50,000(3) *
Daniel Lee ...................................... 172,414 86,207 *
Victor S. Lee ................................... 258,621 129,311 *
Nai Ping Leung .................................. 0 96,679(3) *
Marksman Partners, L.P. ......................... 344,828 172,414 1.03%
Bernard McDermott Roth IRA ...................... 671,034 215,517 2.01%
Joyce McDermott Roth IRA ........................ 672,134 215,517 2.01%
Qing Mei ........................................ 0 50,000(3) *
Nelson Capital Corporation ...................... 172,414 86,207 *
The Leonard and Dena Oppenheim Revocable Trust
dated 1/6/00 ................................ 344,828 172,414 1.03%
Orion BioMedical Fund, LP ....................... 1,699,655 849,828 5.09%
Orion BioMedical Offshore Fund, LP .............. 369,310 184,655 1.11%
Patriot Group, L.P. ............................. 197,414 86,207 *
Porter Partners, L.P. ........................... 172,414 86,207 *
Richtime Management Limited ..................... 2,188,143 1,094,072 6.55%
Willie Tan ...................................... 0 50,000(3) *
Tryphon Fund, Inc. .............................. 172,500 86,250 *
Michael Kit Yap ................................. 0 100,000(3) *
Kenneth S. Yamamoto MD Target Benefit Pension
Plan ........................................ 86,207 43,104 *
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* Represents less than one percent.
(1) Represents shares underlying unexercised warrants to acquire our common
stock at a price per share of $0.87. The warrants will not be exercisable
until November 3, 2001 and therefore will not be deemed beneficially owned
within the rules of the Securities and Exchange Commission until September
3, 2001.
(2) Includes 504,607 shares held by Charles and Becky Engelberg, as to which
Mr. Engelberg has shared investment and voting power.
(3) AmeriCal Securities, Inc. acted as placement agent for the issuance of the
securities being offered by this prospectus and received as part of its
compensation a warrant to acquire 1,174,691 shares of our common stock at
an exercise price of $0.638 per share. AmeriCal Securities instructed us to
issue the warrant to the following individuals: Charles and Becky
Engelberg, Richard Gaston, Rose Krans, Nai Ping Leung, Qing Mei, Willie Tan
and Michael Kit Yap.
Investing in our common stock involves a high degree of risk. You should
carefully read and consider the "Risk Factors" beginning on page 2 of the
Prospectus.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
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The date of this Prospectus Supplement is November 28, 2001