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): February 15, 2021

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:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 15, 2021 (the “Effective Date”), Henricus Duckers, M.D., Ph.D., FESC resigned from his position as the Chief Medical Officer of BioCardia, Inc. (the “Company”). Also on the Effective Date, Dr. Duckers entered into a consulting agreement (the “Consulting Agreement”) with the Company, under which Dr. Duckers will serve as an advisor to the executive steering committee of the CardiAMP Heart Failure clinical study on an as-needed and ongoing basis and will be paid $400 per hour.

Either Dr. Duckers or the Company may terminate the Consulting Agreement at any time and for any reason upon thirty days advance written notice. Upon such termination, Dr. Duckers will be paid for services actually rendered and will not be entitled to any additional compensation.

Dr. Ducker’s outstanding equity awards ceased vesting as of the Effective Date, and he will be able to exercise any outstanding equity awards for a period of 90 days following the Effective Date.

The description of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement, which the Company expects to file as an exhibit to its next periodic report filed with the Securities and Exchange Commission.

Item 7.01   Regulation FD Disclosure.

On February 17, 2021, the Company issued a press release announcing an update to its clinical leadership team, including the appointment of Sujith Shetty as Chief Medical Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits

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.