[424B5] BioCardia, Inc. Warrant Prospectus Supplement (Debt Securities)

Rhea-AI Filing Summary

BioCardia, Inc. (Nasdaq: BCDA) filed a Rule 424(b)(5) prospectus supplement on July 8, 2025 to enlarge its ongoing at-the-market (ATM) equity program with H.C. Wainwright & Co. The supplement authorizes the sale of up to $3.63 million in additional common shares, over and above the roughly $3.1 million already issued under the existing Sales Agreement.

The company’s non-affiliate float is valued at approximately $12.8 million (4,487,631 shares at $2.85 per share as of May 9, 2025). Pursuant to Form S-3 General Instruction I.B.6, BioCardia may not sell more than one-third of this float within any 12-month period while its market value remains below $75 million; the new limit therefore aligns with the regulatory cap. To date, ATM sales during the current 12-month window total about $0.6 million, leaving the full $3.63 million capacity available.

The offering will be made “at the market,” meaning shares may be issued intermittently at prevailing prices, last reported at $2.10 per share on July 7, 2025. Proceeds are expected to support general corporate purposes. Investors should consider dilution risk and the previously disclosed risk factors incorporated from earlier prospectus filings.

Positive

• Enhanced liquidity: Ability to raise up to $3.63 million without a separate follow-on offering.
• Regulatory alignment: Maintains compliance with Form S-3 I.B.6 limits, avoiding registration constraints.

Negative

• Dilution risk: Additional shares issued into the open market may pressure the stock price.
• Small float sensitivity: With a $12.8 million public float, even modest issuance volumes can materially impact per-share metrics.

Insights

Securities Analyst

TL;DR – Neutral: modest ATM increase supplies liquidity but adds dilution pressure.

The supplement merely refreshes BioCardia’s ATM shelf to the maximum allowed one-third-of-float threshold. Management has tapped only $0.6 million in the last year, signalling measured use so far. With a market cap under $20 million, every incremental issuance is dilutive, yet raising up to $3.6 million could extend cash runway by several quarters without a large, deeply discounted placement. Unless utilisation accelerates materially, the impact on share price should be limited to routine ATM overhang, keeping my overall rating neutral.

Corporate Finance Specialist

TL;DR – Provides flexible funding; regulatory compliance intact; limited strategic impact.

BioCardia remains within Form S-3 I.B.6 parameters, demonstrating prudent shelf-usage governance. The updated cap equal to one-third of float (~$3.63 million) preserves financing optionality without renegotiating the Sales Agreement. H.C. Wainwright’s role as agent ensures execution efficiency but historically carries higher fees. For a micro-cap with constrained capital access, an ATM is cost-effective compared with PIPEs or convertible debt. Still, the modest size signals no immediate large-scale clinical or M&A spending. Investors should monitor issuance pace and any acceleration that could compress the float further.

 

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-275099

PROSPECTUS SUPPLEMENT

(To Prospectus dated December 5, 2023 and the Prospectus Supplements dated December 6, 2023, December 2, 2024, and April 4, 2025)

 

Up to $3,633,730

 

 

Common Stock

 

This prospectus supplement updates and amends certain information in our base prospectus, dated December 5, 2023, as supplemented by our prospectus supplement dated December 6, 2023, as further supplemented by the prospectus supplements dated December 2, 2024 and April 4, 2025 (as further supplemented, the “Initial Prospectus Supplement”, and, collectively with the base prospectus, the “Prospectus”), relating to the sale of shares of our common stock, $0.001 par value per share, from time to time through H.C. Wainwright & Co., LLC, as sales agent or principal, in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, pursuant to the Sales Agreement (as defined in the Prospectus).

 

This prospectus supplement should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prospectus and any future amendments or supplements thereto.

 

Our common stock is listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “BCDA.” The last reported sale price of our common stock on the Nasdaq on July 7, 2025 was $2.10 per share.

 

We are filing this prospectus supplement to update the maximum aggregate offering amount of shares we are eligible to sell in this offering to $3,633,730, which amount is in addition to the approximately $3.1 million of gross proceeds we have received for sales of our common stock pursuant to the Sales Agreement under the Prospectus prior to the date of this prospectus supplement.

 

The aggregate market value of our outstanding common stock held by non-affiliates is approximately $12.8 million, based on 5,517,012 shares of outstanding common stock, of which 4,487,631 shares were held by non-affiliates, and a per share price of $2.85 based on the closing sale price of our common stock on May 9, 2025, which is the highest closing sale price of our common stock on the Nasdaq within the prior 60 days of this prospectus supplement. As a result, we are currently eligible to offer and sell up to an aggregate of approximately $3,633,730 of our securities under this prospectus supplement and the Prospectus. In no event will the aggregate offering amount of securities sold by us or on our behalf under this prospectus supplement pursuant to General Instruction I.B.6 of Form S-3 during the twelve-month period immediately prior to, and including, the date of any such sale, exceed one-third of the aggregate market value of our common stock held by non-affiliates in any 12 calendar month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75.0 million. During the 12 calendar month period that ends on and includes the date hereof, we have sold approximately $0.6 million of our shares of common stock pursuant to General Instruction I.B.6 of Form S-3.

 

Investing in our common stock involves significant risk. You should review carefully the risk factors described in, and incorporated by reference under, “Risk Factors” beginning on page S-3 of the Initial Prospectus Supplement and page 3 of the accompanying base prospectus before investing in our common stock.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

H.C. Wainwright & Co. 

 

The date of this prospectus supplement is July 8, 2025

 

 

FAQ

How much can BioCardia (BCDA) now raise under its updated ATM program?

The prospectus supplement authorizes up to $3,633,730 of additional common-stock sales.

What proceeds has BioCardia already received from ATM sales?

Approximately $3.1 million in gross proceeds have been raised prior to this supplement.

Why is the offering limit set at $3.63 million?

Form S-3 Instruction I.B.6 caps issuance at one-third of the $12.8 million non-affiliate float.

What is the last reported share price referenced in the filing?

The last Nasdaq closing price quoted is $2.10 per share on July 7, 2025.

Who is acting as sales agent for the ATM offering?

H.C. Wainwright & Co. serves as the exclusive sales agent or principal.

How much has BioCardia sold under I.B.6 limits in the last 12 months?

The company has sold about $0.6 million of common stock within the current 12-month period.