[D] Bridgewater Bancshares, Inc. SEC Filing

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.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001341317

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Bridgewater Bancshares Inc

Jurisdiction of Incorporation/Organization

MINNESOTA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Bridgewater Bancshares Inc
Street Address 1		Street Address 2
4450 EXCELSIOR BLVD.		SUITE 100
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
ST. LOUIS PARK	MINNESOTA	55416	952-893-6868

3. Related Persons

Last Name	First Name	Middle Name
Baack	Jerry
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman and CEO

Last Name	First Name	Middle Name
Chybowski	Joe
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

President and CFO

Last Name	First Name	Middle Name
Crocker	Mary Jayne
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive VP and Chief Strategy Officer

Last Name	First Name	Middle Name
Place	Nick
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Banking Officer

Last Name	First Name	Middle Name
Salazar	Lisa
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Operating Officer

Last Name	First Name	Middle Name
Shellberg	Jeff
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Executive VP and Chief Credit Officer

Last Name	First Name	Middle Name
Brezonik	Lisa
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Johnson	James
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Juran	David
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lawal	Mohammed
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Parish	Douglas
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Trutna	Tom
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Urness	Todd
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Volk	David
Street Address 1	Street Address 2
4450 Excelsior Blvd.	Suite 100
City	State/Province/Country	ZIP/PostalCode
St. Louis Park	MINNESOTA	55416

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

X

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-24				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $100,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Piper Sandler & Co.	000000665
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
800 Nicollet Mall
City	State/Province/Country	ZIP/Postal Code
Minneapolis	MINNESOTA	55402
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ILLINOIS MINNESOTA NEBRASKA NEW JERSEY OKLAHOMA

Recipient	Recipient CRD Number None
D.A. Davidson & Co.	000000199
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
227 W. Monroe	Suite 5250
City	State/Province/Country	ZIP/Postal Code
Chicago	ILLINOIS	60606
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ILLINOIS MINNESOTA NEBRASKA NEW JERSEY OKLAHOMA

Recipient	Recipient CRD Number None
Hovde Group LLC	000025425
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1629 Colonial Parkway
City	State/Province/Country	ZIP/Postal Code
Inverness	ILLINOIS	60067
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ILLINOIS MINNESOTA NEBRASKA NEW JERSEY OKLAHOMA

13. Offering and Sales Amounts

Total Offering Amount	$80,000,000	USD	or Indefinite
Total Amount Sold	$80,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

37

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$1,000,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Bridgewater Bancshares Inc	/s/ Joe Chybowski	Joe Chybowski	President and CFO	2025-07-08

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

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.