bcda20251218

S-8 1 bcda20251218_s8.htm FORM S-8 bcda20251218_s8.htm

As filed with the Securities and Exchange Commission on December 18, 2025

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S‑8

REGISTRATION STATEMENT

Under The Securities Act of 1933

BIOCARDIA, INC.

(Exact name of Registrant as specified in its charter)

Delaware	23-2753988
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

320 Soquel Way

Sunnyvale, California 94085

(Address, including zip code, of principal executive offices)

2016 Equity Incentive Plan

(Full title of the plan)

Peter Altman

President and Chief Executive Officer

BioCardia, Inc.

320 Soquel Way

Sunnyvale, California 94085

(650) 226-0120

(Name, address and telephone number, including area code, of agent for service)

Copy to:

Michael J. Danaher

Austin March

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☐ Emerging growth company

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NUMBER

This Registration Statement on Form S-8 (the “Registration Statement”) registers additional shares of common stock of BioCardia, Inc. (the “Registrant”) reserved for issuance under the Registrant’s Amended and Restated 2016 Equity Incentive Plan (the “Restated Plan”). The number of shares of the Registrant’s common stock available for grant and issuance under the Restated Plan was increased by 424,509 shares of common stock upon the Company obtaining stockholder approval of the Restated Plan at the Company’s 2025 Annual Meeting of Stockholders on December 2, 2025 and is subject to an annual increase on the first day of each fiscal year in an amount equal to 4.0% of the outstanding shares of common stock on the day immediately preceding each such automatic increase.

This Registration Statement registers an aggregate of 424,509 shares of the Registrant’s common stock available for grant and issuance under the Restated Plan, all of which became available for grant and issuance under the Restated Plan on December 2, 2025.

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Registrant hereby incorporates by reference in this Registration Statement the following documents and information heretofore filed with the Commission:

(a)

the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2024, filed with the SEC on March, 26, 2025;

(b)

the Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025, filed with the SEC on May 14, 2025, August 11, 2025, as amended by Amendment No. 1 on Form 10-Q/A filed with the Commission on October 29, 2025, and November 12, 2025, respectively;

(c)

the Registrant’s Current Reports on Form 8-K filed on January 27, 2025, February 13, 2025, February 27, 2025, March 10, 2025, March 31, 2025, April 4, 2025, April 11, 2025, April 23, 2025, May 6, 2025, June 25, 2025, July 2, 2025, July 16, 2025, July 24, 2025, August 4, 2025, August 13, 2025, September 19, 2025 , September 22, 2025, September 24, 2025, October 2, 2025, October 7, 2025, October 30, 2025, November 10, 2025, November 24, 2025, December 3, 2025, in each case to the extent the information included in such report is filed and not furnished;

(d)

all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the Registrant’s filing referred to in (a) above (except to the extent information therein has been furnished and not filed); and

(e)

the description of the Registrant’s common stock is contained in Exhibit 4.10 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on April 9, 2020, and any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference in this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

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Item 5. Interests of Named Experts and Counsel

Certain members of, and investment partnerships comprised of members of, and persons associated with, Wilson Sonsini Goodrich & Rosati, Professional Corporation, own an interest representing less than one percent of the outstanding shares of the Registrant’s common stock.

Item 6. Indemnification of Directors and Officers

Section 102 of the General Corporation Law of the State of Delaware permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except for breaches of the director’s duty of loyalty to the corporation or its stockholders, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of a law, authorizations of the payments of a dividend or approval of a stock repurchase or redemption in violation of Delaware corporate law or for any transactions from which the director derived an improper personal benefit.

Section 145 of the General Corporation Law of the State of Delaware provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with a threatened, pending, or completed action, suit or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, indemnification is limited to expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with defense or settlement of such action or suit and no indemnification shall be made with respect to any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. In addition, to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding described above (or claim, issue, or matter therein), such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit, or proceeding may be advanced by the corporation upon receipt of an undertaking by such person to repay such amount if it is ultimately determined that such person is not entitled to indemnification by the corporation under Section 145 of the General Corporation Law of the State of Delaware.

Section 174 of the General Corporation Law of the State of Delaware provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved, or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

Our amended and restated certificate of incorporation provides for the indemnification of our directors to the fullest extent permissible under Delaware General Corporation Law. Our amended and restated bylaws provide for the indemnification of our directors and officers to the maximum extent permitted by the Delaware General Corporation Law. In addition, we have entered into indemnification agreements with our directors and officers, and we maintain insurance policies insuring our directors and officers against certain liabilities that they may incur in their capacity as officers and directors of our company.

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These indemnification provisions and the indemnification agreements entered into between us and our officers and directors may be sufficiently broad to permit indemnification of our officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

Exhibit Number		Description

4.1		Amended and Restated Certificate of Incorporation, as amended May 29, 2024 (incorporated herein by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed March 26, 2025)
4.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 1, 2023)
4.3*		Amended and Restated 2016 Equity Incentive Plan
4.4		Form of Stock Option Agreement under 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.7 to the Registrant’s Registration Statement on Form S-8 filed February 8, 2017)
4.5		Form of Restricted Stock Unit Agreement under 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.8 to the Registrant’s Registration Statement on Form S-8 filed February 8, 2017)
4.6		Form of Director Restricted Stock Unit Agreement under the BioCardia 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed May 15, 2020)
4.7		Specimen common stock certificate of the Registrant (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed October 27, 2016)
5.1*		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1*		Consent of PKF San Diego, LLP, Independent Registered Public Accounting Firm
23.2*		Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto)
24.1*		Power of Attorney (contained on signature page hereto)
107*		Filing Fee Table

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sunnyvale, State of California on December 18, 2025.

	BIOCARDIA, INC.


	By:	/s/ Peter Altman, Ph.D.
		Peter Altman, Ph.D.
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Altman and David McClung, jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of BioCardia, Inc., and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Peter Altman, Ph.D.	President and Chief Executive Officer and	December 18, 2025
(Peter Altman, Ph.D.)	Director (Principal Executive Officer)

/s/ David McClung	Chief Financial Officer (Principal	December 18, 2025
(David McClung)	Financial and Accounting Officer)

/s/ Andrew Blank		December 18, 2025
(Andrew Blank)	Chairman of the Board

/s/ Jim Allen		December 18, 2025
(Jim Allen)	Director

/s/ Bill Facteau		December 18, 2025
(Bill Facteau)	Director

/s/ Jay M. Moyes		December 18, 2025
(Jay M. Moyes)	Director

/s/ Marvin Slosman		December 18, 2025
(Marvin Slosman)	Director

/s/ Simon Stertzer, M.D.		December 18, 2025
(Simon Stertzer, M.D.)	Director

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SEC Form S-8 filed by BioCardia Inc.