[8-K] BioCardia, Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

Toronto-Dominion Bank (TD) is issuing $1,000,000 of Autocallable Contingent Interest Barrier Notes with Memory Interest linked to the Nasdaq-100 Index (NDX). The notes are senior unsecured obligations, Series H, priced at $1,000 per note (minimum investment $10,000) and will settle on 7 Jul 2025, maturing on 16 Jul 2026 unless called earlier.

Cash-flow mechanics

• Contingent Interest: $20 per $1,000 note (2% of par) paid on each quarterly Review Date if NDX closes at or above the Barrier Level 16,430.9427 (72.45% of the Initial Level 22,679.01). Maximum cumulative coupon is 8% if all four payments occur.
• Memory Interest: Unpaid coupons are carried forward and paid when a future Review Date meets the barrier condition.
• Automatic Call: If on any Review Date other than the final one NDX ≥ Initial Level, TD redeems at par plus the due coupon(s); investors then cease to receive further payments.
• Principal at Maturity: • If NDX ≥ Barrier, return of par plus final coupon(s). • If NDX < Barrier, repayment = $1,000 + ($1,000 × Percentage Change), exposing investors to 1:1 downside with potential total loss.

Key dates – Strike 30 Jun 2025; Pricing 1 Jul 2025; Review Dates: 13 Oct 2025, 12 Jan 2026, 13 Apr 2026, 13 Jul 2026.

Pricing & costs

• Public offering price: $1,000; underwriting discount: $10 (1%).
• Estimated value: $986.20, below offer price, reflecting structuring and hedging costs.
• Notes will not be listed; secondary liquidity depends on dealer willingness, likely at a discount.

Risk highlights

• Full downside exposure below the barrier; no participation in NDX upside beyond coupons.
• Credit exposure to TD; instruments are not FDIC or CDIC insured.
• Tax treatment uncertain; non-U.S. holders face 30% withholding on coupons.

The issuance is immaterial to TD’s balance sheet but offers investors a short-dated, high-coupon structure with significant principal risk linked to U.S. tech-heavy equity performance.

Positive

• Quarterly $20 per $1,000 contingent coupon (approx 8% annualized) if the Nasdaq-100 closes above the 72.45% barrier.
• Memory interest feature allows previously missed coupons to be reclaimed if conditions are later met, smoothing potential income.
• Automatic call returns par plus accrued coupons if the index is at or above the initial level on any of the first three observation dates.

Negative

• Full downside exposure: if the index is below the 72.45% barrier at final valuation, principal is reduced 1-for-1, up to total loss.
• Notes are unsecured obligations of TD; repayment is dependent on the bank’s creditworthiness.
• No exchange listing and small issue size create limited secondary liquidity and potential price discounts.
• Estimated fair value of $986.20 is below the $1,000 issue price, indicating upfront costs borne by investors.

Insights

Financial Analyst

TL;DR – Small, niche structured note; neutral to TD, high conditional yield for investors.

The $1 million issuance is negligible versus TD’s >C$1 trillion balance sheet, so the transaction does not alter the bank’s capital or earnings trajectory. For investors, the note offers an 8% maximum cash yield over roughly one year, contingent on the Nasdaq-100 staying above 72.45% of the initial level. Because the barrier sits well below historical volatility norms, coupons may be earned even in a moderate correction; however, if a deep drawdown occurs, investors absorb losses dollar-for-dollar. The automatic-call feature shortens duration when the market is strong, creating reinvestment risk. The estimated value indicates a 1.4% embedded fee relative to par, consistent with market practice. Overall impact: neutral for TD; risk-reward must be weighed carefully by retail buyers.

Risk Analyst

TL;DR – Significant tail risk, limited liquidity, full TD credit exposure.

Investors face three core risks: (1) Market – a >27.55% drop in NDX by July 2026 triggers uncapped principal loss, historically occurring multiple times over decade-long horizons. (2) Credit – although TD is AA-/Aa2 rated, the notes are senior unsecured; any downgrade widens secondary spreads. (3) Liquidity – no listing, small issue size, and T+3 settlement mean wide bid/ask and potential inability to exit. The memory-interest mechanism mitigates missed coupons only if the index later recovers; it does nothing for capital protection. Given these factors, I classify the structure as high-risk yield enhancement rather than income investing.

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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): June 30, 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 3.02.         Unregistered Sales of Equity Securities.

 

The information contained under Item 8.01 below is hereby incorporated by reference into this Item 3.02 of this Current Report on Form 8-K.

 

Item 8.01.         Other Events.

   

On June 30, 2025, BioCardia, Inc. (the “Company”) entered into a Securities Purchase and Registration Rights Agreement (the “Purchase Agreement”) relating to a private placement (the “Private Placement”) with certain qualified institutional buyers and institutional accredited investors, as well as certain members of the Company’s board of directors and executive officers of the Company (each, an “Investor” and, collectively, the “Investors”). Pursuant to the Purchase Agreement, the Company agreed to sell to the Investors (i) an aggregate of 274,696 shares of the Company’s common stock, par value $0.001 per share (the “Shares”) and (ii) warrants to purchase an aggregate of 274,696 shares of the Company’s common stock, each of which will be exercisable at an exercise price equal to $1.95 per Share, subject to certain adjustments, and will be exercisable at any time on or after the Closing Date until the earlier of (x) 5:00 P.M., New York City time, on June 30, 2030 and (y) the approval by the Japanese Pharmaceuticals and Medical Devices Agency of the Company’s application of its CardiAMP Cell Therapy System (the shares of the Company’s common stock issuable upon exercise thereof or otherwise pursuant thereto collectively are referred to herein as the “Issuable Shares”; and the Issuable Shares, together with the Shares and such warrants, as applicable, the “Securities”) at a combined per unit purchase price equal to $2.075, which represented an “at the market” offering under Nasdaq rules. The directors and executive officers of the Company have agreed to purchase the following Securities in the Private Placement:

Name	Relationship to the Company		Approximate Investment Amount
Andrew Blank	Member of the Board		$	150,000
Simon H. Stertzer, M.D.	Member of the Board		$	150,000
Peter Altman, Ph.D.	Chief Executive Officer of the Company and a member of the Board		$	50,000
David McClung	Chief Financial Officer of the Company		$	10,000

 

The gross proceeds of the Private Placement are expected to be approximately $570,000, before deducting transaction expenses. The Private Placement closed on June 30, 2025, subject to the satisfaction of customary closing conditions (the “Closing Date”).

 

The Company intends to use the net proceeds from the Private Placement for general corporate purposes.

 

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.

 

The Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and will be issued pursuant to the exemption from registration provided for under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on the representations and warranties made by the Investors. Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the Securities described herein.

 

In connection with the Private Placement, the Company agreed to provide for the resale of the Shares and Issuable Shares pursuant to a registration statement (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) on or prior to July 10, 2025. The Company has agreed to use commercially reasonable efforts to cause the Registration Statement to be declared effective as soon as possible and to keep the Registration Statement continuously effective from the date on which the SEC declares the Registration Statement to be effective until the earliest of (i) such date that all Registrable Securities (as such term is defined in the Purchase Agreement) have been sold pursuant to a registration statement under the Securities Act, (ii) the Registrable Securities may be sold without volume or manner of sale restriction pursuant to Rule 144 as promulgated by the SEC under the Securities Act and (iii) June 30, 2027.

   

The foregoing descriptions of the Purchase Agreement and the Warrants are not complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, including the Form of Warrant attached as Exhibit A thereto, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
4.1		Form of Securities Purchase and Registration Rights Agreement, dated June 30, 2025, by and among the Company and the Investors.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

   

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: July 2, 2025

 

FAQ

What contingent interest do TD (TD) Autocallable Notes pay?

Each Review Date the notes pay $20 per $1,000 (2%) if the Nasdaq-100 closes at or above the 72.45% barrier.

When can the TD notes be automatically called?

On any of the first three Review Dates (Oct 13 2025, Jan 12 2026, Apr 13 2026) if NDX ≥ the initial level 22,679.01.

What happens at maturity if the Nasdaq-100 is below 72.45% of its initial level?

Investors lose 1% of principal for each 1% decline; a 40% drop leads to a $600 repayment per $1,000 note.

How does the memory interest feature work?

Missed coupons accumulate and are paid later if any subsequent Review Date meets the barrier condition.

Why is the estimated value ($986.20) lower than the $1,000 price?

The difference reflects selling commissions, hedging costs and structuring profit embedded in the note.

Are these TD notes insured or listed on an exchange?

No. They are not FDIC/CDIC insured and will not be listed; secondary trading depends on dealer demand.