BioCardia (BCDA) schedules 2025 annual meeting and sets key proxy deadlines

Rhea-AI Filing Summary

BioCardia, Inc. set its 2025 Annual Meeting of Stockholders for Tuesday, December 2, 2025 at 9:00 a.m. Pacific Time, to be held at Wilson Sonsini Goodrich & Rosati in Palo Alto, California. The company established the close of business on October 8, 2025 as the record date for stockholders entitled to receive notice of and vote at the meeting.

Stockholders who wish to submit proposals for inclusion in the company’s proxy statement under SEC Rule 14a-8, nominate directors, or bring other business at the meeting must ensure their notices are received at BioCardia’s Sunnyvale headquarters by October 17, 2025, and comply with SEC rules, Delaware law, and the company’s bylaws. Stockholders intending to use the universal proxy process to solicit proxies for their own director nominees must also provide the required Rule 14a-19 notice by October 17, 2025.

8-K Event Classification

Item 5.08 — Shareholder Director Nominations

1 item

Item 5.08 Shareholder Director Nominations Governance

Shareholder nominations for board of directors under proxy access rules. Rarely used -- the underlying SEC rule was vacated.

Understanding 8-K Material Events →

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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 7, 2025

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
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))

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 5.08 Shareholder Director Nominations.

Annual Meeting of Stockholders

BioCardia, Inc.’s (the “Company”) Board of Directors (the “Board”) has established Tuesday, December 2, 2025 at 9:00 a.m. Pacific Time as the date and time for the 2025 Annual Meeting of Stockholders of the Company (the “Annual Meeting”), to be held at the Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304-1050. The Board also established the close of business on October 8, 2025 as the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting. The attendance instructions for the Annual Meeting will be set forth in the Company’s proxy statement for the Annual Meeting, to be electronically filed prior to the Annual Meeting with the U.S. Securities and Exchange Commission (“SEC”).

Stockholder Nomination of Directors

Because the Annual Meeting will be held more than 30 days from the anniversary date of the Company’s last annual meeting of stockholders on May 20, 2024, in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is hereby informing its stockholders of the following:

For stockholders who desire to submit a proposal for consideration at the Annual Meeting and wish to have such proposal included in the Company’s proxy statement, the Company has set a new deadline for the receipt of such proposals in accordance with Rule 14a-8 under the Exchange Act. To be considered timely, the proposal must be received at the Company’s principal executive offices no later than October 17, 2025, which the Company has determined is a reasonable time before the Company begins to print and mail its proxy materials. Such stockholder proposals must also comply with the other requirements of Rule 14a-8 of the Exchange Act, the rules and regulations promulgated by the SEC and the Company’s amended and restated bylaws, as applicable.

In addition, if a stockholder of the Company intends to nominate a person for election to the Board at the Annual Meeting or who intends to submit a proposal regarding any other matter of business at the Annual Meeting but who does not intend for such proposal to be included in the Company’s proxy materials, the deadline for submitting the notice of such nomination or other proposal is the close of business on October 17, 2025. Any notice should be delivered to BioCardia, Inc., 320 Soquel Way, Sunnyvale, California 94085, Attention: Secretary. Any such notice must also comply with the requirements of Delaware law, the rules and regulations promulgated by the SEC and the Company’s amended and restated bylaws, as applicable.

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by October 17, 2025.

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 7, 2025

FAQ

When is BioCardia (BCDA) holding its 2025 Annual Meeting of Stockholders?

BioCardia will hold its 2025 Annual Meeting of Stockholders on Tuesday, December 2, 2025 at 9:00 a.m. Pacific Time at Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California.

What is the record date for BioCardia (BCDA) stockholders to vote at the 2025 Annual Meeting?

The Board set the close of business on October 8, 2025 as the record date for determining stockholders entitled to receive notice of and vote at the 2025 Annual Meeting.

What is the deadline for BioCardia (BCDA) stockholders to submit proposals for inclusion in the proxy statement?

To be included in the proxy statement under SEC Rule 14a-8, stockholder proposals must be received at BioCardia’s principal executive offices by October 17, 2025 and must comply with SEC rules and the company’s bylaws.

How can BioCardia (BCDA) stockholders nominate directors or bring other business at the 2025 Annual Meeting outside the proxy materials?

Stockholders who wish to nominate a director or submit other business at the meeting, without including it in the company’s proxy materials, must deliver notice to BioCardia’s Secretary at 320 Soquel Way, Sunnyvale, California 94085 by the close of business on October 17, 2025, in compliance with Delaware law, SEC rules, and the company’s bylaws.

What are the universal proxy requirements for BioCardia (BCDA) stockholders nominating directors?

Stockholders intending to solicit proxies in support of director nominees other than the Board’s nominees must provide notice containing the information required by SEC Rule 14a-19 by October 17, 2025.

Where will instructions to attend the BioCardia (BCDA) 2025 Annual Meeting be provided?

Attendance instructions for the 2025 Annual Meeting will be included in BioCardia’s proxy statement for the meeting, which will be electronically filed with the SEC before the meeting.