Date: 6/10/2022 Form: 8-K - Current report
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false 0000925741 0000925741 2022-06-10 2022-06-10 0000925741 bcda:CommonStockCustomMember 2022-06-10 2022-06-10 0000925741 bcda:WarrantToPurchaseCommonStockCustomMember 2022-06-10 2022-06-10
 
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): June 10, 2022
 
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)
 
Registrants 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 June 10, 2022, the Company held its Annual Meeting. Present at the Annual Meeting in person or by proxy were holders of 9,785,601 shares of the Company’s common stock, representing 56.09% of the voting power of the shares of the Company’s common stock as of April 14, 2022, 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 April 27, 2022.
 
Proposal 1 Election of Directors. The following nominees were elected as Class III directors to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:
 
Nominee
 
Votes For
 
Withheld
 
Broker Non-votes
             
Richard Krasno, Ph.D.
 
3,462,489
 
211,840
 
6,111,272
             
Jay M. Moyes
 
3,359,439
 
314,890
 
6,111,272
             
Simon H Stertzer, M.D.
 
3,447,134
 
227,195
 
6,111,272
 
 
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, 2022 was ratified.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-votes
9,159,385
 
509,553
 
116,683
 
---
 
 
Proposal 3 Approval, on an Advisory Basis, of the Companys Executive Compensation. The Company’s executive compensation was approved on an advisory basis.
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-votes
3,351,587
 
292,983
 
29,759
 
6,111,272
 
 

 
 
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: June 10, 2022