BioCardia, Inc.

ITEM 1A. RISK FACTORS

In addition to the risk described below and the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition, or future results, are incorporated by reference herein. The risks described in this report, our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Reports on Form 10-Q filed periodically with the SEC are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or future results.

If we do not regain compliance with or continue to satisfy the Nasdaq continued listing requirements, our securities could be delisted from the Nasdaq.

The listing of our common stock on the Nasdaq Capital Market (Nasdaq) is contingent on our compliance with the Nasdaqs conditions for continued listing. We are currently not in compliance with Nasdaq listing requirements. On April 1, 2025 we received written notice from the Nasdaq (the Notice) which provided that, based on the Companys stockholders equity of $837,000 as of December 31, 2024, we were no longer in compliance with the minimum stockholders equity requirement of $2.5 million for continued listing on the Nasdaq under Nasdaq Listing Rule 5550(b)(1) (the Rule). The notice stated that the Company had until May 16, 2025 to provide Nasdaq with a plan to regain compliance with the foregoing listing requirement. We submitted our plan to regain compliance on May 15, 2025, and on June 24, 2025, we received written notice that, based on review of our compliance plan, the Nasdaq staff has determined to grant the Company an extension to September 29, 2025 to regain compliance with the Rule. The Notice and extension has no immediate effect on the listing or trading of the Companys common stock and the common stock will continue to trade on the Nasdaq under the symbol BCDA.

If we fail to regain compliance, our common stock will be subject to delisting by the Nasdaq. In the event our common stock is no longer listed for trading on Nasdaq, our trading volume and share price may decrease and we may experience further difficulties in raising capital, which could materially affect our operations and financial results. Further, delisting from Nasdaq could have other negative effects, including potential loss of confidence by partners, lenders, suppliers and employees and could also trigger various defaults under our financing arrangements and other outstanding agreements. Finally, delisting could make it harder for us to raise capital and sell securities. In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into, or exchangeable for, our common stock. You may experience future dilution as a result of future equity offerings.