content: <PAGE>
   
                 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C. 20549
  
                                    -----------
  
                                     FORM 8-K
                                  CURRENT REPORT
  
  
                      PURSUANT TO SECTION 13 OR 15(D) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
  
  
  
                         Date of Report: February 10, 1999
                (Date of earliest event reported: February 5, 1999)
  
                         Commission File Number:  0-22419
  
                                   CARDIMA, INC.
              (Exact name of Registrant as specified in its charter)
  
  
  
                 Delaware                             94-3177883
                 --------                             ----------
  (State of incorporation or organization)       (IRS Employer I.D. No.)
  
  
                   47266 Benicia Street, Fremont, CA 94538-7330
                   --------------------------------------------
                     (Address of principal executive offices)
  
                                    (510)354-0300
                                    -------------
               (Registrant's telephone number, including area code)
  <PAGE>
   
  Item 5. Other Events
          ------------
  
       In a letter dated November 16, 1998, the Nasdaq Stock Market ("Nasdaq")
  informed Cardima, Inc. (the "Company") that based on financial information
  contained in the Company's Form 10-Q for the quarter ended September 30, 1998,
  the Company was no longer in compliance with the net tangible asset requirement
  of $4,000,000 for continued listing under NASD Rule 4450(a), Maintenance
  Standard 1 for Nasdaq National Market securities.  In a subsequent letter dated
  December 4, 1998, Nasdaq informed the Company that its Common Stock would be
  delisted from Nasdaq effective on the close of business December 10, 1998.  In
  response to this letter, the Company requested an oral hearing which had the
  effect of staying the delisting until the time of the hearing.  The hearing has
  been scheduled for February 18, 1999.
  
       On January 21, 1999, the Company issued and sold 5,803,500 shares of its
  Common Stock for a purchase price of $2.00 per share to certain accredited
  investors in a private placement (the "First Closing").  The First Closing was
  previously reported on a Form 8-K filed on February 2, 1999.  On February 5,
  1999, the Company issued and sold an additional 1,696,500 shares of its Common
  Stock to certain accredited investors on the same terms as the First Closing
  (the "Second Closing").  The First Closing and the Second Closing are
  hereinafter referred to as the "Private Placement."
  
       In connection with the Private Placement and the Company's request to
  declare the February 18, 1999 hearing moot, Nasdaq has requested that the
  Company file a Form 8-K with a pro forma balance sheet reflecting the net
  proceeds received by the Company in the Private Placement.  Accordingly, the pro
  forma balance sheet is attached as an exhibit hereto.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
           ------------------------------------------------------------------
  
       (c)  Exhibits
  
            (99.1)  Press Release dated February 5, 1999
  
            (99.2)  Pro Forma Balance Sheet
  <PAGE>
   
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report on Form 8-K to be signed on its behalf by
  the undersigned hereunto duly authorized.
  
                                CARDIMA, INC.
  
  
                                By:  /s/ Phillip Radlick, Ph.D.
                                    --------------------------------
                                         Phillip Radlick, Ph.D.
                                         President and Chief Executive Officer
  
  Date: February 9, 1999
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3862}]
metadata_filer: {"company-data": {"conformed-name": "CARDIMA INC", "cik": "0001022570", "assigned-sic": "3842", "irs-number": "943177883", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22419", "film-number": "99532355"}, "business-address": {"street1": "47266 BENICIA STREET", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5103540300"}, "mail-address": {"street1": "47266 BENICIA ST", "city": "FREMONT", "state": "CA", "zip": "94538"}}
text: UNITED STATES SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C. 20549
  
                                    -----------
  
                                     FORM 8-K
                                  CURRENT REPORT
  
                      PURSUANT TO SECTION 13 OR 15(D) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
  
                         Date of Report: February 10, 1999
                (Date of earliest event reported: February 5, 1999)
  
                         Commission File Number:  0-22419
  
                                   CARDIMA, INC.
              (Exact name of Registrant as specified in its charter)
  
                 Delaware                             94-3177883
                 --------                             ----------
  (State of incorporation or organization)       (IRS Employer I.D. No.)
  
                   47266 Benicia Street, Fremont, CA 94538-7330
                   --------------------------------------------
                     (Address of principal executive offices)
  
                                    (510)354-0300
                                    -------------
               (Registrant's telephone number, including area code)
  Item 5. Other Events
          ------------
  
       In a letter dated November 16, 1998, the Nasdaq Stock Market ("Nasdaq")
  informed Cardima, Inc. (the "Company") that based on financial information
  contained in the Company's Form 10-Q for the quarter ended September 30, 1998,
  the Company was no longer in compliance with the net tangible asset requirement
  of $4,000,000 for continued listing under NASD Rule 4450(a), Maintenance
  Standard 1 for Nasdaq National Market securities.  In a subsequent letter dated
  December 4, 1998, Nasdaq informed the Company that its Common Stock would be
  delisted from Nasdaq effective on the close of business December 10, 1998.  In
  response to this letter, the Company requested an oral hearing which had the
  effect of staying the delisting until the time of the hearing.  The hearing has
  been scheduled for February 18, 1999.
  
       On January 21, 1999, the Company issued and sold 5,803,500 shares of its
  Common Stock for a purchase price of $2.00 per share to certain accredited
  investors in a private placement (the "First Closing").  The First Closing was
  previously reported on a Form 8-K filed on February 2, 1999.  On February 5,
  1999, the Company issued and sold an additional 1,696,500 shares of its Common
  Stock to certain accredited investors on the same terms as the First Closing
  (the "Second Closing").  The First Closing and the Second Closing are
  hereinafter referred to as the "Private Placement."
  
       In connection with the Private Placement and the Company's request to
  declare the February 18, 1999 hearing moot, Nasdaq has requested that the
  Company file a Form 8-K with a pro forma balance sheet reflecting the net
  proceeds received by the Company in the Private Placement.  Accordingly, the pro
  forma balance sheet is attached as an exhibit hereto.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
           ------------------------------------------------------------------
  
       (c)  Exhibits
  
            (99.1)  Press Release dated February 5, 1999
  
            (99.2)  Pro Forma Balance Sheet
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report on Form 8-K to be signed on its behalf by
  the undersigned hereunto duly authorized.
  
                                CARDIMA, INC.
  
                                By:  /s/ Phillip Radlick, Ph.D.
                                    --------------------------------
                                         Phillip Radlick, Ph.D.
                                         President and Chief Executive Officer
  
  Date: February 9, 1999