Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed on that certain Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on April 4, 2025 (the "Original 8-K"), on April 1, 2025, BioCardia, Inc. (the "Company," "we," "us" and "our") received a notification letter (the "Notice") from the Nasdaq Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that its amount of stockholders' equity had fallen below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1).

As noted in the Original 8-K, the Company had until May 16, 2025 to provide Nasdaq with a specific plan to achieve and sustain compliance. The Company submitted its plan to regain compliance on May 15, 2025, and on June 24, 2025, received written notice that, based on review of the compliance plan, the Nasdaq staff granted the Company an extension to September 29, 2025 to regain compliance with the Rule. The Company is filing this Current Report on Form 8-K (this "Report") to provide an update to its compliance with continued listing requirements as set forth in Nasdaq Listing Rule 5550(b)(1).

On April 22, 2025, we entered into a Securities Purchase and Registration Rights Agreement relating to a private placement with certain qualified institutional buyers and institutional accredited investors, as well as certain members of our board of directors and executive officers, which closed on April 23, 2025. Pursuant to the agreement, we sold 406,818 shares of our common stock and warrants to purchase an aggregate of 406,818 shares of our common stock at an exercise price equal to $1.905 per share, which are exercisable at any time before the earlier of April 24, 2030 or the approval by the Japanese Pharmaceuticals and Medical Devices Agency of our application of our CardiAMP Cell Therapy System. The net proceeds from such financing were $719,000 after deducting fees and expenses.

On June 30, 2025, we entered into a Securities Purchase and Registration Rights Agreement relating to a private placement with certain qualified institutional buyers and institutional accredited investors, as well as certain members of our board of directors and executive officers, which closed on June 30, 2025. Pursuant to the agreement, we sold 274,696 shares of our common stock and warrants to purchase an aggregate of 274,696 shares of our common stock at an exercise price equal to $1.95 per share, which are exercisable at any time before the earlier of June 30, 2030 or the approval by the Japanese Pharmaceuticals and Medical Devices Agency of our application of our CardiAMP Cell Therapy System. The net proceeds from such financing were $529,000 after deducting fees and expenses.

On September 19, 2025, we consummated the sale of 4,800,000 shares of our common stock and accompanying warrants to purchase up to 4,800,000 shares of common stock at a combined offering price of $1.25 per share and warrant pursuant to securities purchase agreements by and between us and certain purchasers and pursuant to our Registration Statement (No. 333-290283) on Form S-1. The net proceeds from such financing were approximately $5.1 million after deducting placement agent fees and other offering expenses.

Under our "At The Market" offering agreement (the "Sales Agreement") with H.C. Wainwright & Co., LLC ("HCW"), from April 1, 2025 to September 24, 2025, we sold an aggregate of 446,215 shares of common stock at an average share price of $2.55, resulting in net proceeds of $1.0 million after deducting fees and expenses.

As a result of these transactions, the Company believes it has regained compliance with the minimum $2.5 million stockholders' equity requirement for continued listing as set forth in Nasdaq Listing Rule 5550(b)(1). In that regard, the Company believes that as of the date of this Report, stockholders' equity exceeds $2.5 million. Nasdaq will continue to monitor the Company's ongoing compliance with the stockholders' equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.