UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
BioCardia, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
09060U507
(CUSIP Number)
Phillip Frost, M.D.
Frost Gamma Investments Trust
4400 Biscayne Blvd, Suite 1500
Miami, Florida 33137
(305) 575-6015
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 19, 2024
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
1 |
NAME OF REPORTING PERSON
Phillip Frost, M.D. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b)
x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
x |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
1,896,025 (1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
1,896,025 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,896,025 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% (2) |
14 |
TYPE OF REPORTING PERSON
IN |
(1) |
Includes 1,896,025 shares held by Frost Gamma Investments Trust. Dr. Phillip Frost is the trustee of Frost Gamma Investments Trust. |
(2) |
Calculated based on 21,619,432 shares of Common Stock outstanding as of October 31, 2023, as reported by the Issuer on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023. |
1 |
NAME OF REPORTING PERSON
Frost Gamma Investments Trust |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x (b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
x |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
1,896,025 (1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
1,896,025 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,896,025 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% (2) |
14 |
TYPE OF REPORTING PERSON
OO |
(1) |
Includes 1,896,025 shares held by Frost Gamma Investments Trust. Dr. Phillip Frost is the trustee of Frost Gamma Investments Trust. |
(2) |
Calculated based on 21,619,432 shares of Common Stock outstanding as of October 31, 2023, as reported by the Issuer on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023. |
EXPLANATORY NOTE
This Amendment No. 4 (the “Amendment”) to Schedule 13D
is being filed with the Securities and Exchange Commission (the “SEC”) on behalf of Phillip Frost, M.D. (“Dr. Frost”),
and Frost Gamma Investments Trust (“FGIT”) and relates to the common stock, par value $.001 per share (the “Common Stock”),
of BioCardia, Inc. (the “Issuer”). This Amendment amends and supplements the statement on Schedule 13D filed by OPKO, Dr.
Frost and FGIT with the SEC on June 12, 2019, as amended by Amendment No. 1, dated October 23, 2019, as amended by Amendment No. 2, dated
November 19, 2019, as amended by Amendment No. 3, dated December 28, 2022 (the “June 2019 Schedule 13D”), which amended and
restated the Schedule 13D filed on February 14, 2019. As noted in the June 2019 Schedule 13D, any group between Dr. Frost and OPKO that
may have existed with respect to securities of the Issuer prior to the June 2019 Schedule 13D has ceased to exist. Dr. Frost and FGIT
(the “Reporting Persons”) are the reporting persons with respect to this Amendment. Except as set forth herein, this Amendment
does not modify any of the information previously reported by the Reporting Persons in the June 2019 Schedule 13D. Unless otherwise indicated,
all capitalized terms used herein have the meanings ascribed to them in the June 2019 Schedule 13D.
ITEM 1. |
SECURITY AND ISSUER |
This statement on Schedule 13D relates to the Common Stock of the Issuer.
The principal executive offices of the Issuer are located at: 320 Soquel Way Sunnyvale, California 94085.
ITEM 2. |
IDENTITY AND BACKGROUND |
No change.
ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
No change.
ITEM 4. |
PURPOSE OF TRANSACTION |
Item 4 is hereby amended and restated in its entirety to read as follows:
The information set forth or incorporated under
the heading “Explanatory Note” and in Items 2, 3 and 5 is incorporated by reference in its entirety into this Item 4.
Each of the Reporting Persons may, at any time
or from time to time, formulate plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting
Persons in light of each of their general investment policies, market conditions, subsequent developments affecting the Issuer, the general
business and future prospects of the Issuer, or other factors. The Reporting Persons intend to review their investments in the Issuer
on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic
direction, actions taken by the board of directors, price levels of shares of the Common Stock, other investment opportunities available
to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and general
economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer
as they deem appropriate, including, without limitation, purchasing additional shares of the Common Stock or other financial instruments
related to the Issuer or selling some or all of their beneficial or economic holdings, engaging in hedging or similar transactions with
respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any and all matters referred
to in Item 4 of Schedule 13D.
Except as disclosed herein, none of the Reporting
Persons has any plans or proposals which relate to or which would result in any of the actions specified in this paragraph of Item 4 of
Schedule 13D.
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
Items 5(a)-(b) are hereby amended and restated to read as follows:
(a)(b)
FGIT holds 1,896,025 shares of Common Stock, or approximately 8.8%
of the Issuer’s issued and outstanding shares, based on 21,619,432 shares of Common Stock outstanding as of October 31, 2023, as
reported by the Issuer on Form 10-Q filed with the SEC on November 8, 2023. On January 19, 2024, Dr. Frost disposed of 129,802 shares
of Common Stock in multiple trades at prices ranging from $0.38 to $0.57 in the open market. The previously disclosed warrants held by
FGIT with an exercise price of $6.75 and 111,111 shares of Common Stock underlying such warrants expired on December 24, 2023. Dr. Frost
is the sole trustee of FGIT. On June 6, 2019, the Issuer effected a 1-9 reverse stock split of its common stock (the "Reverse Stock
Split"). The amount of securities reported on this Schedule 13D have been adjusted to reflect the Reverse Stock Split.
Dr. Frost and FGIT’s reported ownership does not include securities
owned by OPKO. In addition to serving as Chairman and Chief Executive Officer of OPKO, Dr. Frost and entities controlled by Dr. Frost
(including FGIT) beneficially own approximately 35% of the outstanding common stock of OPKO. Dr. Frost and FGIT each disclaim beneficial
ownership of the securities of the Issuer owned by OPKO.
Dr. Frost is the trustee of FGIT. Frost Gamma Limited Partnership is
the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner
of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr.
Frost is the sole shareholder of Frost-Nevada Corporation. As a result of the foregoing, Dr. Frost is also considered beneficial owner
of the securities owned by FGIT. Dr. Frost disclaims beneficial ownership in the securities except to the extent of any pecuniary interest
therein.
ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
No change.
ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS |
Exhibit 1 Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s
knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: February 6, 2024
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Dr. Phillip Frost |
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By: |
/s/ Phillip Frost, M.D. |
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Frost Gamma Investments Trust |
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By: |
/s/ Phillip Frost, M.D. |
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Phillip Frost, M.D. |
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Trustee |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the
Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to BioCardia,
Inc. and that this agreement be included as an Exhibit 1 to such joint filing. This agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for
the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent
that he or it knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement
as of February 6, 2024.
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Dr. Phillip Frost |
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By: |
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/s/ Phillip Frost, M.D. |
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Frost Gamma Investments Trust |
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By: |
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/s/ Phillip Frost, M.D. |
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Phillip Frost, M.D. |
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Trustee |
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BioCardia (NASDAQ:BCDA)
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