Note 16 - Related Party Transactions

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

( 16 ) Related Party Transactions

OPKO

BioCardia, Inc. (the “Company”) and OPKO Health, Inc. (“OPKO”) previously entered into a consulting agreement dated

August 19, 2016,

between the Company and OPKO (the “Consulting Agreement”). The chairman and chief executive officer of OPKO is a beneficial owner of more than

5%

of the outstanding shares of the Company’s common stock.

Pursuant to the terms of the Consulting Agreement, OPKO was to provide advisory services to the Company in support of strategic transactions, financings and other matters as agreed between the parties from time to time. Also, in

August 2016,

the Company granted OPKO a

ten

-year option to purchase

46,553

shares of common stock, with a

4

-year vesting period and an exercise price of

$16.20

per share, to OPKO as consideration for consulting services to be provided under the Consulting Agreement. The term of the Consulting Agreement was initially for

4

years and was to have been automatically renewed for successive

one

-year periods.

Effective

August 29, 2019,

the Company and OPKO mutually agreed to terminate the Consulting Agreement without penalty or payment of any kind as the services under the Consulting Agreement were

no

longer necessary. In connection with the termination of the Consulting Agreement, OPKO’s option grant was amended such that it is unaffected by the termination of the Consulting Agreement and will continue to vest and remain outstanding for the remainder of its

ten

-year term unless earlier exercised. As a result of this modification of the option grant, all future unrecognized stock-based compensation expense was remeasured and recognized in

August 2019.

BioCardia recorded

$225,000

expense (of which

$167,000

pertains to the option modification) in share-based compensation expense related to the OPKO stock option in selling, general and administrative expense during the year ended

December 31, 2019.

The Company recorded

$142,000

and

$480,000

as share-based compensation expense related to the OPKO stock option during the years ended

December 31, 2018

and

2017,

respectively. 

Convertible Note Financing

On

July 5, 2019,

BioCardia entered into a note purchase agreement pursuant to which the Company issued on such date

$625,000

in aggregate principal amount of convertible promissory notes to accredited investors, a portion of which were certain of the Company’s officers and directors and a principal stockholder (or their respective affiliates). See note

9

above.

Sales of Unregistered Common Stock and Warrants

On

December 24, 2018,

the Company entered into a Securities Purchase Agreement with entities affiliated with BioCardia’s existing investors (the “Investors”), relating to an offering and sale of an aggregate of

592,592

shares (as adjusted) of the Company’s common stock at a purchase price of

$6.75

per share (as adjusted), and warrants to purchase up to

one

-half of the number of shares of common stock sold to an Investor, up to an aggregate for all Investors of

296,296

shares (as adjusted) of common stock, for aggregate net proceeds of

$3.8

 million net of

$200,000

expenses. See note

9

above.