On February 8, 2012, Cardica, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Wedbush Securities Inc. (the "Underwriter") relating to the offering, issuance and sale (the "Offering") of an aggregate of 9,091,000 shares of the Company's common stock, $0.001 par value per share (the "Shares"). Pursuant to the Underwriting Agreement, the Underwriter has agreed to purchase the Shares from the Company at a price of $1.5675 per Share, which will result in $14.25 million of proceeds to the Company before deducting offering expenses. The Offering is expected to close on or about February 13, 2012, subject to customary closing conditions. The Shares will be listed on The NASDAQ Global Market.

The Offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-171197) previously filed with the Securities and Exchange Commission (the "SEC"). The Company has filed with the SEC a final prospectus supplement, dated February 8, 2012, relating to the issuance and sale of the Shares.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.

In a press release issued on February 8, 2012, the Company announced the pricing of the Offering at a price to the public of $1.65 per Share. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.   Description

    1.1       Underwriting Agreement, dated February 8, 2012.
    5.1       Opinion of Cooley LLP.
   23.1       Consent of Cooley LLP (included in Exhibit 5.1).
   99.1       Press Release dated February 8, 2012.