BioCardia, Inc. Stock Compensation Disclosure

(9)	Share-Based Compensation

 

In 2002, BioCardia Lifesciences adopted, and the BioCardia Lifesciences shareholders approved, the 2002 Stock Plan (2002 Plan), and the Company assumed the 2002 Plan in the Merger. We have not granted or do not intend to grant any additional awards under the 2002 Plan following the Merger. In 2016, BioCardia Lifesciences adopted, and the BioCardia Lifesciences shareholders approved, the 2016 Equity Incentive Plan (2016 Plan), and the Company assumed the 2016 Plan in the Merger. BioCardia has granted awards, including incentive stock options and non-qualified stock options, under the 2016 Plan following the Merger. Under the 2002 Plan and the 2016 Plan, the number of shares, terms, and vesting periods are determined by the Company’s board of directors or a committee thereof on an option-by-option basis. Options generally vest ratably over service periods of four years and expire ten years from the date of grant. The per share exercise price shall be no less than the fair market value on the date of the grant. Compensation cost for employee share-based awards is based on the grant-date fair value and is recognized over the vesting period of the applicable award on a straight-line basis.

 

At our Annual Meeting of Shareholders on December 2, 2025, the 2016 Plan was amended to extend the term of the Restated Plan until October 31, 2035 and to change the automatic share reserve increase pursuant to the Restated 2016 Plan to automatically increase the number of shares available for issuance under the 2016 Plan on December 2, 2025 and the first day of each fiscal year starting January 1, 2026, in an amount equal to the lessor of (i) 4% of the shares of common stock outstanding on the day immediately preceding each automatic increase; (ii) 500,000 shares; and (iii) such lesser number of shares as determined by our board of directors). As of December 31, 2025, 54,616 shares were authorized and available for awards under the 2016 Plan.

 

We recognize in the consolidated statements of operations the grant-date fair value of stock options and other equity-based compensation. Share-based compensation expense for the years ended December 31, 2025 and 2024 was recorded as follows (in thousands):

 

		Years ended
		December 31,
		2025				2024
Research and development		$	237			$	413
Selling, general and administrative			193				328
Total share-based compensation		$	430			$	741

 

The following table summarizes activity under our stock option plans, including the 2002 Plan and the 2016 Plan and related information (in thousands, except share and per share amounts and term):

 

		Number of shares				Weighted average exercise price				Weighted average remaining contractual term (years)				Aggregate intrinsic value (in thousands)
Balance, December 31, 2023			165,784			$	52.67				6.8
Stock options granted			14,974				2.65
Stock options forfeited			(3,177	)			33.97
Stock options expired			(9,397	)			63.51
Balance, December 31, 2024			168,184				47.97				6.6
Stock options granted			321,800				1.37
Stock options forfeited			(4,781	)			35.48
Balance, December 31, 2025			485,203			$	17.19				8.4			$	—
Exercisable, December 31, 2025			143,477			$	52.80				5.1			$	—

 

The aggregate intrinsic value as of December 31, 2025 represents the difference between the total pre-tax value (i.e., the difference between our stock price and the exercise price) of stock options outstanding, based on our common stock closing price of $1.25 per share, which would have been received by the option holders had all their in-the-money options been exercised as of that date.

 

The total intrinsic value of options exercised was zero in both the years ended December 31, 2025 and 2024. The weighted average grant-date BSM fair value of options granted during the years ended December 31, 2025 and 2024 was $1.17 and $2.37 per share, respectively.

 

Employee, Director and Non-employee Share-Based Compensation 

 

During the years ended December 31, 2025 and 2024, we granted stock options to certain employees, non-employee directors and non-employees to purchase 321,800 and 14,974 shares of common stock, respectively. The fair value of each option grant was estimated on the date of the grant using the BSM option pricing model with the following assumptions: 

 

		Years ended
		December 31,
		2025						2024
Risk-free interest rate			3.8	-	4.1	%			3.9	%
Volatility			110	-	117	%			125	%
Dividend yield		None						None
Expected term (in years)			6.25	-	10.00				6.25

 

Unrecognized share-based compensation for employees, non-employee directors and non-employee options granted through December 31, 2025 is $628,000 to be recognized over a remaining weighted average service period of 2.5 years.

 

Share-Based Compensation (RSUs)

 

During the years ended December 31, 2025 and 2024, respectively, we granted to certain members of management 279,463 and 113,427 restricted stock units, or RSUs, in lieu of paying bonuses. The fair value of each RSU was estimated on the closing market price of our common stock on the grant date.  

 

The following table summarizes the activity for RSUs during the years ended December 31, 2025 and 2024:

 

						Weighted
						average
						grant date
		Number of				fair value
		shares				per share
Balance, December 31, 2023			—			$	n/a
RSUs granted			113,427				2.65
RSUs released			(60,409	)			2.65
RSUs forfeited			(53,018	)			2.65
Balance, December 31, 2024			—			$	n/a
RSUs granted			279,463				1.37
RSUs released			(143,913	)			1.37
RSUs forfeited			(135,550	)			1.37
Balance, December 31, 2025			—			$	n/a

 

RSUs vested and settled are converted into our common stock on a one-for-one basis. RSUs are generally subject to forfeiture if employment terminates prior to the release of vesting restrictions. The related compensation expense, which is based on the grant date fair value of our common stock multiplied by the number of units granted, is recognized ratably over the period during which the vesting restrictions lapse. Unrecognized share-based compensation for employee and non-employee RSUs granted through December 31, 2025 was $0.