Item 3.02. Unregistered Sales of Equity Securities.
On September 30, 2009 (the "Issuance Date"), Cardica, Inc. ("Cardica") issued an aggregate of 8,142,082 shares of common stock and warrants to purchase up to 4,071,046 shares of common stock for aggregate gross proceeds of approximately $10,200,000 (the "Private Placement"). The Private Placement was issued and sold pursuant to a Securities Purchase Agreement, dated September 25, 2009, between Cardica and certain purchasers identified on the signature pages thereto (the "Purchasers"). The per unit purchase price of a share of common stock and a warrant to purchase one half (1/2) of a share of common stock was $1.2525. The warrants will become exercisable on the date that is six months from the Issuance Date, at an exercise price of $1.45 per share, and will have a five year life. There were no underwriters or placement agents involved with the Private Placement. The issuance was made in reliance on Rule 506 promulgated under the Securities Act of 1933, as amended, and was made without general solicitation or advertising. Each Purchaser represented that it is an accredited investor with access to information about Cardica sufficient to evaluate the investment and that the common stock and warrants were being acquired without a view to distribution or resale in violation of the Securities Act of 1933, as amended. A Form D filing will be made in accordance with the requirements of Regulation D. Cardica and the Purchasers have also entered into a Registration Rights Agreement, dated September 25, 2009, pursuant to which Cardica has agreed to file within 30 days of the Issuance Date one or more registration statements registering for resale the shares of common stock and shares of common stock issuable upon exercise of the warrants sold in the Private Placement. Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description 4.6 Form of Warrant. (1) 10.24 Securities Purchase Agreement, dated September 25, 2009, by and among Cardica, Inc. and the purchasers listed on the signature pages thereto. (1) 10.25 Registration Rights Agreement, dated September 25, 2009, by and among Cardica, Inc. and the purchasers listed on the signature pages thereto. (1)

(1) Filed as an exhibit to Cardica's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2009 and incorporated herein by reference.

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