0001437749-16-041760.txt : 20161110 0001437749-16-041760.hdr.sgml : 20161110 20161110162854 ACCESSION NUMBER: 0001437749-16-041760 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20161110 DATE AS OF CHANGE: 20161110 GROUP MEMBERS: FROST GAMMA INVESTMENTS TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BioCardia, Inc. CENTRAL INDEX KEY: 0000925741 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 232753988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52381 FILM NUMBER: 161988436 BUSINESS ADDRESS: STREET 1: 125 SHOREWAY ROAD STREET 2: SUITE B CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: 650-226-0123 MAIL ADDRESS: STREET 1: 125 SHOREWAY ROAD STREET 2: SUITE B CITY: SAN CARLOS STATE: CA ZIP: 94070 FORMER COMPANY: FORMER CONFORMED NAME: Tiger X Medical, Inc. DATE OF NAME CHANGE: 20110616 FORMER COMPANY: FORMER CONFORMED NAME: Cardo Medical, Inc. DATE OF NAME CHANGE: 20081027 FORMER COMPANY: FORMER CONFORMED NAME: CLICKNSETTLE COM INC DATE OF NAME CHANGE: 20000823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FROST PHILLIP MD ET AL CENTRAL INDEX KEY: 0000898860 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33137-3227 SC 13D/A 1 pfro20161110_sc13da.htm SCHEDULE 13D/A pfro20161110_sc13da.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 4)*

 

BioCardia, Inc.


(Name of Issuer)

 

Common Stock, $0.001 par value


(Title of Class of Securities)

 

09060U101


(CUSIP Number)

 

Michael Francis, Esq.

Akerman LLP

350 East Las Olas Boulevard, Suite 1600

Fort Lauderdale, Florida 33301

(954) 463 - 2700


(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 24, 2016


(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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).

 

 
 

 

 

SCHEDULE 13D

 

CUSIP No. 09060U101

 

Page 2 of 7 Pages

 

 

1. NAMES OF REPORTING PERSONS

                Phillip Frost, M.D.  

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                       (a)         ☒

(see instructions)                                                                                                                                                                          (b)         ☐  

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS (see instructions)

 

OO

 

5.

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 

                                                                                                                                                                                                                   ☐

6.

CITIZENSHIP OR PLACE OF ORGANIZATION 

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

7.

 

SOLE VOTING POWER

0 shares

8.

 

SHARED VOTING POWER

149,734,604(1) shares

9.

 

SOLE DISPOSITIVE POWER

0 shares 

10.

 

SHARED DISPOSITIVE POWER

149,734,604 (1) shares

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

149,734,604 (1) shares

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES       ☐

(see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.7%

14.

TYPE OF REPORTING PERSON (see instructions)

IN

(1) Consists of 149,734,604 shares of Common Stock held by Frost Gamma Investments Trust. Dr. Phillip Frost is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. 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 also the sole shareholder of Frost-Nevada Corporation.

 

 
 

 

 

SCHEDULE 13D

 

CUSIP No. 09060U101

 

Page 3 of 7 Pages

  

 

1.

NAMES OF REPORTING PERSONS

                Frost Gamma Investments Trust     46-0464745

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                       (a)         ☒

(see instructions)                                                                                                                                                                          (b)         ☐

3.

SEC USE ONLY

 

 

4.

SOURCE OF FUNDS (see instructions)

 

WC

 

5.

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                          ☐

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

                Florida 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON

WITH

7.

 

SOLE VOTING POWER

0 shares

8.

 

SHARED VOTING POWER

149,734,604(1) shares

9.

 

SOLE DISPOSITIVE POWER

0 shares

10.

 

SHARED DISPOSITIVE POWER

149,734,604(1) shares

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

149,734,604(1) shares

12.

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

(see instructions)

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.7%

14.

TYPE OF REPORTING PERSON (see instructions)

OO

(1) Frost Gamma Investments Trust holds 149,734,604 shares of Common Stock. Dr. Phillip Frost is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. 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 also the sole shareholder of Frost-Nevada Corporation. 

 

 
 

 

 

SCHEDULE 13D

 

CUSIP No. 09060U101

 

Page 4 of 7 Pages

  

 

 

AMENDMENT NO. 4 TO SCHEDULE 13D

 

This Amendment No. 4, dated November 10, 2016, (the “Amendment”) amends and supplements the statement on Schedule 13D filed on March 18, 2008, as amended by Amendment No. 1 to the Schedule 13D filed on September 9, 2008 on Schedule 13D, as amended by Amendment No. 2 to the Schedule 13D filed on December 9, 2009 on Schedule 13D, as amended by Amendment No. 3 to the Schedule 13D filed on May 17, 2016 (together the “Original Schedule 13D”), by Phillip Frost, M.D. and Frost Gamma Investments Trust (“Gamma Trust”) (collectively, the “Reporting Persons”). This Amendment relates to the common stock, par value $0.001 per share, of BioCardia, Inc. (formerly known as Tiger X Medical, Inc., Cardo Medical, Inc. and clickNsettle.com, Inc.), a Delaware corporation (the “Issuer”), and amends the statement as set forth below. Capitalized terms not defined in this Amendment will have the meanings from the Original Schedule 13D. This Amendment is filed by the Reporting Persons pursuant to the Joint Filing Agreement, dated November 10, 2016 as executed by the reporting persons listed on the cover pages to this Amendment (Exhibit 99.1 to this Amendment).

 

Item 1.             Security and Issuer.

 

Item 1 deleted in its entirety and replaced with the following text:

 

This Amendment amends the Original Schedule 13D and is filed with respect to the common stock, $0.001 par value, of BioCardia, Inc. The principal executive offices of the Issuer are located at 125 Shoreway Road, Suite B, San Carlos, California 94070.

 

Item 3.             Source and Amount of Funds or Other Consideration.

 

Item 3 is amended by adding the following paragraph to the end of the item:

 

On August 22, 2016, Tiger X Medical, Inc., its wholly-owned subsidiary, Icicle Acquisition Corp., a corporation formed in the State of Delaware on July 29, 2016 (the “Acquisition Sub”), BioCardia, Inc., Jay Moyes, as representative of BioCardia, Inc.’s stockholders and option holders, and Steven Rubin, as the initial representative of Tiger X Medical, Inc., entered into an Agreement and Plan of Merger, as subsequently amended on October 21, 2016 (the “Merger Agreement”). The Merger Agreement closed on October 24, 2016 (the “Effective Time”), pursuant to which Acquisition Sub merged with and into BioCardia, Inc., with BioCardia, Inc. continuing as the surviving company (the “Merger”), under the name BioCardia Lifesciences, Inc. Following the completion of the Merger, Tiger X Medical, Inc. changed its name to BioCardia, Inc.

 

Pursuant to the Merger, each of the shares of BioCardia, Inc.’s common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time, including shares of BioCardia, Inc. common stock underlying outstanding BioCardia, Inc. preferred stock and convertible notes (which were converted into BioCardia, Inc. common stock immediately prior to the Effective Time), were converted into the right to receive 19.3678009 shares of the common stock of Tiger X Medical, Inc., par value $0.001 per share. Consequently, the Reporting Persons' percentage of beneficial ownership in the Issuer has decreased.

 

 
 

 

 

SCHEDULE 13D

 

CUSIP No. 09060U101

 

Page 5 of 7 Pages

  

    

At the Effective Time, (i) Tiger X Medical, Inc. assumed BioCardia, Inc.’s 2002 Stock Plan and 2016 Equity Incentive Plan and (ii) each option to purchase shares of BioCardia, Inc. common stock, whether vested or unvested, issued and outstanding immediately prior to the Effective Time were assumed by Tiger X Medical, Inc. and converted into an option to purchase the number of shares of common stock equal to the number of shares of BioCardia, Inc. common stock underlying such option immediately before the Effective Time multiplied by 19.3678009 at the exercise price per share set forth in such assumed option divided by 19.3678009.

 

Item 4.             Purpose of Transaction.

 

Item 4 is deleted in its entirety and replaced with the following text:

 

The information set forth above in Item 3 is incorporated herein by reference.

 

Except as described in this Item 4, the Reporting Persons have no current plans or proposals which relate to or would result in any of the events enumerated in subsections (a) – (j) of Item 4.

 

Item 5.             Interest in Securities of the Issuer.

 

Item 5 is deleted in its entirety and replaced with the following text:

 

(a)

 

Name and Title of Beneficial Owner

 

Number of

Outstanding Shares

Beneficially Owned

 

Percentage of

Outstanding Shares of

Common Stock (1)

 

Phillip Frost, M.D.

 

149,734,604 (2)

 

32.7%

 

Frost Gamma Investments Trust

 

149,734,604 (2)

 

32.7%

 

 

(1) 

The percentage of beneficial ownership is based upon 457,426,640 shares of the Issuer's common stock outstanding as of the Effective Time.

   

(2)

Frost Gamma Investments Trust holds 149,734,604 shares of the Issuer’s common stock. Dr. Phillip Frost is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. 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 also the sole shareholder of Frost-Nevada Corporation.

 

 

(b) The Reporting Persons’ responses to cover page Item 7 through 10 of this Amendment to Original Schedule 13D, including the footnotes thereto, if any, are hereby incorporated by reference in this Item 5.

 

 
 

 

 

SCHEDULE 13D

 

CUSIP No. 09060U101

 

Page 6 of 7 Pages

  

  

(c) Transactions in the Issuer’s securities effected by the Reporting Persons:

 

The information set forth above in Item 3 is incorporated herein by reference. There were no additional transactions in the last 60 days.

 

(d) – (e) Not applicable.

 

Item 6.             Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 is deleted in its entirety and replaced with the following text:

 

In connection with the Merger, executive officers and directors of the Issuer, certain key employees of the Issuer, and stockholders holding 2% or more of the Issuer’s common stock after giving effect to the Merger (including Gamma Trust) entered into lock-up agreements, whereby they are subject to certain restrictions for a period of 12 months after the Merger in connection with offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant to purchase, or otherwise transferring or disposing of, directly or indirectly, any shares of Issuer common stock, or any securities convertible into or exercisable or exchangeable for Issuer common stock, or publicly disclosing the intention to make any such offer, sale, pledge or disposition. In addition, such lock-up agreements preclude such stockholders from entering into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Issuer common stock or such other securities.

 

Item 7.             Material to be Filed as Exhibits.

 

 

Exhibit 

Number

 

Description

  99.1

 

Joint Filing Agreement, dated as of November 10, 2016, by and between the Reporting Persons.

     

  99.2

 

Agreement and Plan of Merger dated August 22, 2016 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on August 25, 2016).

     

  99.3

 

First Amendment to Agreement and Plan of Merger dated October 21, 2016 (incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Issuer on October 27, 2016).

     

  99.4

 

Form of Lock-up Agreement.

 

 
 

 

 

Signatures

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

Dated: November 10, 2016

 

 

 

 

 

 

Dated: November 10, 2016

/s/ Phillip Frost, M.D.

Phillip Frost, M.D., Individually

 

 

 

FROST GAMMA INVESTMENTS TRUST

 

By: /s/ Phillip Frost, M.D.

       Phillip Frost, M.D., Trustee

 

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1

 

Joint Filing Agreement

 

 

The undersigned hereby agree that this Statement on Amendment No. 4 to Schedule 13D with respect to the Common Stock of BioCardia, Inc. of even date herewith is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

 

Dated: November 10, 2016

 

FROST GAMMA INVESTMENTS TRUST

     
   

/s/ Phillip Frost, M.D.

   

Phillip Frost, M.D., Trustee

     
   

/s/ Phillip Frost, M.D.

   

Phillip Frost, M.D., Individually

 

EX-99.4 3 ex99-4.htm EXHIBIT 99.4 ex99-4.htm

Exhibit 99.4

 

______________, 2016

 

Tiger X Medical, Inc.

10900 Wilshire Boulevard, Suite #1500

Los Angeles, CA 90024

 

 

Ladies and Gentlemen:

 

The undersigned understands that Tiger X Medical, Inc. (the “Company”) has entered into an Agreement and Plan of Merger (the “Merger Agreement”) among the Company, BioCardia, Inc. (“BioCardia”) and Icicle Acquisition Corp., a wholly-owned subsidiary of the Company, and the Company Representative and Parent Representative named therein. Pursuant to the Merger Agreement, and subject to the satisfaction of the conditions set forth therein, Merger Sub will merge with and into BioCardia with BioCardia continuing as the surviving entity and continuing its existence as a wholly-owned subsidiary of the Company (the “Merger”). Upon the consummation of the Merger, the holders of capital stock of BioCardia will receive shares of Company common stock (“Common Stock”) on the terms and conditions of the Merger Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement.

 

As a condition precedent to the Merger, certain stockholders of the Company and certain stockholders of BioCardia, as well as the continuing directors and officers of the Company and its subsidiaries following the Merger, are required to enter into lock-up agreements. In consideration therefor, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, the undersigned will not, during the period ending on the date that is one year after the Effective Time of the Merger (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any such offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock.

 

 
 

 

 

The foregoing restrictions shall not apply to (a) securities acquired in open market transactions after the completion of the Merger, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions; (b) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (i) by bona fide gift, will or intestacy; (ii) to the spouse, domestic partner, parent, sibling, child or grandchild of the undersigned or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin (each, an “immediate family member”) or to a trust or other entity formed for estate planning purposes for the direct or indirect benefit of the undersigned or of an immediate family member of the undersigned; (iii) if the undersigned is a corporation, partnership, limited liability company or other business entity (A) to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or is under common control with the undersigned or (B) as part of a disposition, transfer or distribution to the members, limited partners or equity holders of the undersigned; or (iv) if the undersigned is a trust, to a trustor or beneficiary of the trust; provided that in the case of any transfer or distribution pursuant to this clause (b), (1) each transferee, trustee, donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter agreement (this “Letter Agreement”) for the balance of the Lock-Up Period, and (2) (y) in the case of any transfer or distribution pursuant to clauses (b)(i), (ii) or (iv) above, no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock shall be voluntarily made during the Lock-Up Period and, if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that such transfer is not a transfer for value and (z) in the case of any transfer or distribution pursuant to clause (b)(iii) above, no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Lock-Up Period; (c) the receipt by the undersigned from the Company of shares of Common Stock (the “Plan Shares”) upon the vesting of restricted stock awards or stock units or exercise of options to purchase the Company’s securities or the transfer of shares of Common Stock or any securities convertible into Common Stock to the Company upon a vesting event of the Company’s securities or upon the exercise of options or warrants to purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with such vesting or exercise, but only to the extent such right expires during the Lock-Up Period; provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made within 30 days after the date of the Merger, and after such 30th day, if the undersigned is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that the purpose of such transfer was to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that the Plan Shares shall be subject to the terms of this Letter Agreement; (d) the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant to agreements under which the Company has the option to repurchase such shares or securities or a right of first refusal with respect to transfers of such shares or securities; (e) the conversion of the outstanding preferred stock of the Company into shares of Common Stock of the Company, provided that such shares of Common Stock remain subject to the terms of this Letter Agreement; (f) the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement, provided that the undersigned shall use its reasonable best efforts to cause the transferee to sign and deliver a lock-up letter substantially in the form of this Letter Agreement for the balance of the Lock-Up Period, and provided further, that any filing under Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer shall include a statement that such transfer has occurred by operation of law; or (g) transfers of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock in privately negotiated transactions, provided that each transferee shall sign and deliver a lock-up letter in substantially the form of this Letter Agreement for the balance of the Lock-Up Period.

 

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, is hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

 

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

 

 
- 2 - 

 

 

The undersigned understands that if the Merger Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to the consummation of the Merger, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Company, BioCardia and the Merger Sub are entering into the Merger Agreement and proceeding with the Merger in reliance upon this Letter Agreement.

 

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

 

[Remainder of Page Intentionally Left Blank]

 

 
- 3 - 

 

 

Very truly yours,

 

 

 

 

                                                                    

Exact Name of Shareholder

 

                                                                     

Authorized Signature

 

                                                                     

Print Name

 

                                                                     

Title

 

 

Signature Page to Lock-Up Agreement