Cardica, Inc.
|
(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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14141R101
|
(CUSIP Number)
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March 24, 2015
|
(Date of Event Which Requires Filing of this Statement)
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o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | Rule 13d-1(d) |
1
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NAME OF REPORTING PERSON
BROADFIN HEALTHCARE MASTER FUND, LTD.
|
||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
8,874,992
|
|
6
|
SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
8,874,992
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,874,992*
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.98%*
|
||
12
|
TYPE OF REPORTING PERSON
CO
|
1
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NAME OF REPORTING PERSON
BROADFIN HEALTHCARE FUND, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
8,874,992
|
|
6
|
SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
8,874,992
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,874,992*
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.98%*
|
||
12
|
TYPE OF REPORTING PERSON
PN
|
1
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NAME OF REPORTING PERSON
BROADFIN HEALTHCARE OFFSHORE FUND, LTD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
8,874,992
|
|
6
|
SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
8,874,992
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,874,992*
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.98%*
|
||
12
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSON
BROADFIN ADVISORS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
8,874,992
|
|
6
|
SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
8,874,992
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,874,992*
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.98%*
|
||
12
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
BROADFIN CAPITAL, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
8,874,992
|
|
6
|
SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
8,874,992
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,874,992*
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.98%*
|
||
12
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSON
KEVIN KOTLER
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
8,874,992
|
|
6
|
SHARED VOTING POWER
- 0 -
|
||
7
|
SOLE DISPOSITIVE POWER
8,874,992
|
||
8
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,874,992*
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.98%*
|
||
12
|
TYPE OF REPORTING PERSON
IN
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Item 1(a).
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Name of Issuer:
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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Item 2(a).
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Name of Person Filing:
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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Item 2(c).
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Citizenship:
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Item 2(d).
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Title of Class of Securities:
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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/x/
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Not applicable.
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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/ /
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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/ /
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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/ /
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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/ /
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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/ /
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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/ /
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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/ /
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
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(i)
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/ /
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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/ /
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Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
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(k)
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/ /
|
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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Item 4.
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Ownership.
|
|
(a)
|
Amount beneficially owned:
|
|
(i)
|
Broadfin Master beneficially owned 8,874,992 Shares;
|
|
(ii)
|
Broadfin LP and Broadfin Offshore, as feeder funds of Broadfin Master, may be deemed the beneficial owner of the 8,874,992 Shares beneficially owned by Broadfin Master;
|
|
(iii)
|
Broadfin Advisors, as the general partner of Broadfin LP, may be deemed the beneficial owner of the 8,874,992 Shares beneficially owned by Broadfin Master;
|
|
(iv)
|
Broadfin Capital, as the investment manager of each of Broadfin Master, Broadfin LP and Broadfin Offshore, may be deemed the beneficial owner of the 8,874,992 Shares beneficially owned by Broadfin Master; and
|
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(v)
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Mr. Kotler, as the managing member of each of Broadfin Capital and Broadfin Advisors, may be deemed the beneficial owner of the 8,874,992 Shares beneficially owned by Broadfin Master.
|
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(b)
|
Percent of class:
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
|
See Cover Pages Items 5-9.
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
See Cover Pages Items 5-9.
|
|
(iii)
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Sole power to dispose or to direct the disposition of:
|
|
See Cover Pages Items 5-9.
|
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(iv)
|
Shared power to dispose or to direct the disposition of:
|
|
See Cover Pages Items 5-9.
|
Item 5.
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Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Item 8.
|
Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group.
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Item 10.
|
Certifications.
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Dated: March 25, 2015
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BROADFIN HEALTHCARE MASTER FUND, LTD.
|
|
By:
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/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Director
|
BROADFIN HEALTHCARE FUND, L.P.
|
||
By:
|
Broadfin Advisors, LLC
General Partner
|
|
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Managing Member
|
BROADFIN HEALTHCARE OFFSHORE FUND, LTD
|
||
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Director
|
BROADFIN ADVISORS, LLC
|
||
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Managing Member
|
BROADFIN CAPITAL, LLC
|
||
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Managing Member
|
/s/ Kevin Kotler
|
|
KEVIN KOTLER
|
Dated: March 25, 2015
|
BROADFIN HEALTHCARE MASTER FUND, LTD.
|
|
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Director
|
BROADFIN HEALTHCARE FUND, L.P.
|
||
By:
|
Broadfin Advisors, LLC
General Partner
|
|
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Managing Member
|
BROADFIN HEALTHCARE OFFSHORE FUND, LTD
|
||
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Director
|
BROADFIN ADVISORS, LLC
|
||
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Managing Member
|
BROADFIN CAPITAL, LLC
|
||
By:
|
/s/ Kevin Kotler
|
|
Name:
|
Kevin Kotler
|
|
Title:
|
Managing Member
|
/s/ Kevin Kotler
|
|
KEVIN KOTLER
|