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BioCardia (NASDAQ: BCDA) warned on $1 rule, listing at risk

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BioCardia, Inc. (BCDA) reports that Nasdaq has notified the company that its common stock has failed to meet the $1.00 per share Minimum Bid Price Requirement for the last 30 consecutive business days, putting its Nasdaq Capital Market listing at risk under Nasdaq Listing Rule 5550(a)(2).

BioCardia has an initial 180-day grace period, until February 16, 2027, to regain compliance by having a closing bid of at least $1.00 for at least ten consecutive business days. The notice does not immediately affect trading. If still noncompliant, BioCardia may seek an additional 180 days, potentially including a reverse stock split, and could appeal any delisting determination.

Positive

  • None.

Negative

  • Nasdaq has notified BioCardia that its stock has traded below the $1.00 minimum bid for 30 consecutive business days, triggering a potential Nasdaq Capital Market delisting process if compliance is not regained by February 16, 2027 or any extended deadline.

Filing Explained

The second 180-day compliance period is not automatic: after February 16, 2027, BioCardia must meet Nasdaq’s market-value-of-publicly-held-shares and other initial listing standards to qualify; if it neither qualifies nor cures the deficiency, its stock would be subject to a delisting notice, which the company could appeal.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Minimum bid price requirement $1.00 per share Nasdaq Capital Market continued listing requirement under Listing Rule 5550(a)(2)
Non-compliance trading period 30 consecutive business days Period during which BioCardia’s common stock closed below $1.00 per share
Initial compliance period 180 calendar days Time granted to regain minimum bid price compliance, ending February 16, 2027
Initial compliance deadline February 16, 2027 Date by which BioCardia must regain compliance with the Minimum Bid Price Requirement
Potential additional compliance period 180 calendar days Additional period Nasdaq may grant if other listing standards and conditions are met
Minimum Bid Price Requirement market
"the minimum bid price of the Company’s common stock had been below the $1.00 per share minimum requirement"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Listing Rule 5550(a)(2) regulatory
"requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2)"
reverse stock split financial
"by effecting a reverse stock split, if necessary"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
forward-looking statements regulatory
"contains “forward-looking statements” within the meaning of Section 21E"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

Why did BioCardia (BCDA) receive a Nasdaq non-compliance notice?

BioCardia received a Nasdaq notice because its common stock’s minimum bid price was below $1.00 per share for the last 30 consecutive business days, violating the Nasdaq Capital Market Minimum Bid Price Requirement under Listing Rule 5550(a)(2).

How long does BioCardia (BCDA) have to regain Nasdaq bid price compliance?

BioCardia has an initial 180 calendar days, until February 16, 2027, to regain compliance. Nasdaq will deem the company compliant if the closing bid price is at least $1.00 per share for a minimum of ten consecutive business days within this period.

Does the Nasdaq notice immediately affect trading in BioCardia (BCDA) stock?

No. The company states that the Nasdaq notice has no immediate effect on the listing or trading of its common stock on the Nasdaq Capital Market. The stock continues to trade while the company works to regain compliance.

Can BioCardia (BCDA) get more time beyond February 16, 2027 to fix its bid price?

Yes. If still noncompliant by February 16, 2027, BioCardia may qualify for an additional 180-day compliance period, if it meets all other initial Nasdaq Capital Market listing standards and notifies Nasdaq of its plan to cure, potentially via a reverse stock split.

What happens if BioCardia (BCDA) ultimately fails to regain Nasdaq compliance?

If BioCardia does not qualify for, or fails during, any additional compliance period, Nasdaq staff will notify the company that its common stock is subject to delisting. BioCardia would then be entitled to appeal the delisting determination to a Nasdaq hearings panel.

What actions might BioCardia (BCDA) take to regain bid price compliance?

BioCardia states it intends to actively monitor its closing bid price and may consider available options to regain compliance with the Minimum Bid Price Requirement, including potentially effecting a reverse stock split if necessary during a second compliance period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
false 0000925741 0000925741 2026-08-19 2026-08-19
 
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): August 19, 2026
 
BIOCARDIA, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-38999
 
23-2753988
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
320 Soquel Way
SunnyvaleCalifornia 94085
(Address of principal executive offices and zip code)
 
Registrants telephone number, including area code: (650226-0120
 

 
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
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
 
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
 
On August 19, 2026, BioCardia, Inc. (the “Company”) received a written notice (the “Notice”) from the Nasdaq Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last 30 consecutive business days, the minimum bid price of the Company’s common stock had been below the $1.00 per share minimum requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
 
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until February 16, 2027, to regain compliance with the Minimum Bid Price Requirement. The Notice states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5550(a)(2) if, at any time before February 16, 2027, the closing bid price of the Company’s common stock is $1.00 per share or more for a minimum of ten consecutive business days. The Notice has no immediate effect on the listing or trading of the Company’s common stock.
 
In the event the Company does not regain compliance with the Minimum Bid Price Requirement by February 16, 2027, the Company may be eligible for additional time to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, the Company will be granted an additional 180 calendar days to regain compliance. If the Company does not qualify for or fails to regain compliance during the second compliance period, then the Nasdaq staff will provide written notification to the Company that its common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.
 
The Company intends to actively monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement.
 
There can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period ending February 16, 2027, secure an extension of the compliance period beyond February 16, 2027 or maintain compliance with any other Nasdaq listing requirements.
 
Forward-looking statements
 
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not purely historical regarding the Company’s or its management’s intentions, beliefs, expectations and strategies for the future, including statements regarding the Company’s ability to regain compliance with the Minimum Bid Price Requirement, the Company’s intentions to actively monitor the closing bid price of its common stock, and the Company’s plans to consider implementing available options to regain compliance with the Minimum Bid Price Requirement. All forward-looking statements included in this Current Report on Form 8-K are made as of the date of this report, based on information currently available to the Company, deal with future events, are subject to various risks and uncertainties, including the risk that the Company may not meet the Minimum Bid Price Requirement by February 16, 2027 or, in the future, the risk that the Company may not otherwise meet the requirements for continued listing under the Nasdaq Listing Rules, the risk that Nasdaq may not grant the Company relief from delisting if necessary, and the risk that the Company may not ultimately meet applicable Nasdaq requirements if any such relief is necessary, among other risks and uncertainties, and actual results could differ materially from those anticipated in those forward-looking statements. The risks and uncertainties that may cause actual results to differ materially from the Company’s current expectations are more fully described in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2026, any subsequently filed Quarterly Reports on Form 10-Q, and its other reports, each as filed with the SEC. Except as required by law, the Company assumes no obligation to update any such forward-looking statement after the date of this report or to conform these forward-looking statements to actual results.
 

 
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: August 21, 2026
 

Filing Exhibits & Attachments

4 documents