UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-K/A

(Amendment No. 2)

 Commission file number: 000-51772 

CARDICA, INC.

(Exact name of registrant as specified in its charter)

900 Saginaw Drive

Redwood City, California 94063

(650) 364-9975

(Address, including zip code, and telephone number, including area code, of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the voting stock held by non-affiliates of the registrant as of December 31, 2013, was approximately $31,888,386 (based on the closing sales price of the registrant’s common stock as reported by the NASDAQ Global Market, on December 31, 2013). For purposes of this disclosure, shares of common stock held by each officer and director (and entities affiliated therewith) have been excluded in that such persons may be deemed to be “affiliates” as that term is defined under the Rules and Regulations of the Securities Exchange Act of 1934. This determination of affiliate status is not necessarily conclusive.

The number of shares of common stock outstanding as of September 22, 2014, was 88,951,216. 

DOCUMENTS INCORPORATED BY REFERENCE

None.

CARDICA, INC.

ANNUAL REPORT ON FORM 10-K

For the Year Ended June 30, 2014

Amendment No. 2

TABLE OF CONTENTS

EXPLANATORY NOTE

We are filing this Amendment No. 2 to Annual Report on Form 10-K/A (this “Amendment No. 2”), to amend our Annual Report on Form 10-K for the fiscal year ended June 30, 2014, as filed with the U.S. Securities and Exchange Commission (“SEC”) on September 25, 2014 (the “Form 10-K”), as amended by Amendment No. 1 to Annual Report on Form 10-K/A as filed with the SEC on October 28, 2014 (“Amendment No. 1”). This Amendment No. 2 revises Item 14 of Part III, as included in Amendment No. 1, to conform to information to be provided in our definitive Proxy Statement for our 2014 Annual Meeting of Stockholders. This Amendment No. 2 hereby amends the Exhibit Index to the Form 10-K to include the reference to our Certificate of Designations, included as Exhibit 10.6 (and renumbering Exhibit 10.6 in the Form 10-K to 10.7. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment No. 2.

No attempt has been made in this Amendment No. 2 to modify or update the other disclosures presented in the Form 10-K or Amendment No. 1, other than as specifically set forth above. This Amendment does not reflect events occurring after the filing of the Form 10-K (i.e. occurring after September 25, 2014) or modify or update those disclosures that may be affected by subsequent events. Such subsequent matters are addressed in subsequent reports filed with the SEC. Accordingly, this Amendment No. 2 should be read in conjunction with the Form 10-K, Amendment No. 1 and our other filings with the SEC.

PART III

Item 14. Principal Accountant Fees and Services

Principal Accountant Fees and Services

The following table represents aggregate fees billed to Cardica for fiscal years ended June 30, 2014, and June 30, 2013, by our independent registered public accounting firm for professional services rendered. On October 4, 2012, Cardica dismissed Ernst & Young LLP as its independent registered public accounting firm and engaged BDO USA, LLP to be Cardica’s independent registered public accounting firm. Ernst & Young LLP had audited Cardica’s financial statements since April 1998. Consequently, BDO USA, LLP was our independent registered public accounting firm starting on October 4, 2012, and Ernst & Young LLP was our independent registered public accounting firm prior to October 4, 2012.

1 “Audit fees” are fees for professional services for the audit of our financial statements included in Form 10-K and review of financial statements included in Form 10-Qs, assistance with registration statements filed with the SEC, issuance of comfort letters and for services that are normally provided in connection with statutory and regulatory filings or engagements.  

2 Excludes fees paid to Ernst & Young LLP in fiscal year 2014 and 2013 in the amounts of $3,000 and $25,000 , respectively.

Our Audit Committee pre-approved all services provided by our independent registered public accounting firm for the fiscal years ended June 30, 2014 and 2013. The Audit Committee has determined that the rendering of the services other than audit services by BDO USA, LLP is compatible with maintaining the principal accountant’s independence.

In connection with the audit of the fiscal 2014 financial statements, Cardica entered into an engagement agreement with BDO USA, LLP which sets forth the terms by which BDO USA, LLP will perform audit services for Cardica.

Pre-Approval Policies and Procedures

The Audit Committee pre-approves all audit and non-audit services rendered by our independent registered public accounting firm. Pre-approval also may be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual explicit case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The Audit Committee Charter permits the Audit Committee to delegate pre-approval authority to one or more individuals, such authority having been duly delegated to Mr. Powers, provided that Mr. Powers report any such pre-approvals to the full Audit Committee at its next scheduled meeting. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INDEX TO EXHIBITS TO FORM 10-K

INDEX TO EXHIBITS TO AMENDMENT NO. 2

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