UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest reported): ~~March~~April 171, 2010

CARDIMA, INC.

(Exact name of registrant as specified in charter)

Delaware	000-22419	94-3177883
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation or Organization)		Identification No.)

47266 Benicia Street, Fremont, California, 94538

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (510) 354-0300

Copies to:

Richard A. Friedman, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32 nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.0703 ~~Submission~~Amendments to Articles of ~~Matters~~Incorporation toor aBylaws; ~~Vote~~Change ofin ~~Security~~Fiscal ~~Holders~~Year.

On ~~March~~April 171, 2010, ~~at a special meeting of stockholders of Cardima, Inc. (~~the “Company~~”),~~ ~~the~~filed ~~Company’s~~a ~~stockholders~~Certificate ~~approved~~of ~~(i)~~Correction anwhich ~~amendment~~had to the ~~Company’s certificate of incorporation to~~ effect ~~a reverse split~~ of ~~the~~declaring ~~Company’s~~null ~~common~~and ~~stock,~~void at a ~~ratio~~Certificate ~~not less than five-for-one and not greater than twelve-for-one, with the exact ratio to be set within such range in the discretion~~ of ~~the~~Elimination ~~Board~~ of ~~Directors,~~Series ~~without~~A ~~further~~Participating ~~approval~~Preferred orStock ~~authorization of the Company’s shareholders, provided that the Board of Directors determines to effect the reverse split and such amendment is~~ filed with the ~~Delaware~~ Secretary of State noof ~~later~~Delaware ~~than~~on June 304, ~~2010~~2007. A ~~(the~~copy ~~“Reverse Split”), and (ii) an amended and restated certificate~~ of ~~incorporation, to remove a provision which eliminates~~ the ~~right~~Certificate of ~~the~~Correction ~~Company’s~~is ~~stockholders~~attached tohereto ~~act~~as byExhibit 3.3 ~~written~~and ~~consent~~is ~~without~~incorporated aherein ~~meeting~~in ~~(the~~its ~~“Amended~~entirety ~~and~~by ~~Restated Certificate”)~~reference.

AsOn ofApril ~~the record date for the meeting of February 22~~6, 2010, ~~143~~Cardima,~~971,034~~ ~~shares~~Inc. ~~of common stock and 5,000,000 shares of Series A Preferred Stock, which votes together as one class with~~ (the ~~common~~“Company”) ~~stock,~~filed ~~were~~an ~~outstanding,~~Amended ~~with each share of Series A Preferred Stock entitled to 28 votes,~~ and ~~each~~Restated ~~share~~Certificate of ~~common~~Incorporation ~~stock~~with ~~being entitled to one vote on all matters properly before~~ the ~~meeting.~~Secretary ~~Thus, as~~ of ~~the~~State ~~record date, the holders~~ of ~~the~~Delaware ~~common stock and Series A Preferred Stock were entitled~~ to aremove ~~total~~the ofprovision ~~283,971,034 votes, of~~ which ~~(i)~~eliminates ~~273,833,709 votes (equal to 96.4% of~~ the ~~total~~right ~~possible votes) were cast in favor~~ of ~~the~~stockholders ~~Reverse~~to ~~Split,~~act ~~358,857~~by ~~votes~~written ~~were~~consent ~~cast~~without ~~against~~a ~~the Reverse Split, and 357,933 votes were withhold or abstained for the Reverse Split, and (ii) 273,912,026 votes (equal to 96~~meeting.5% ofA ~~the~~copy ~~total possible votes) were cast in favor~~ of the Amended and Restated Certificate, ~~291,900~~of ~~votes~~Incorporation ~~were~~is ~~cast~~attached ~~against~~hereto ~~the~~as ~~Amended~~Exhibit 3.1 and ~~Restated~~is ~~Certificate,~~incorporated ~~and~~herein ~~346,570~~in ~~votes~~its ~~were~~entirety ~~withhold~~by ~~or abstained for the Amended and Restated Certificate~~reference.

In addition, on April 6, 2010, the Company filed an Amendment to its Certificate of Incorporation to effect a 1-for-10 reverse stock split of the Company’s outstanding common stock. A copy of the Amendment is attached hereto as Exhibit 3.2 and is incorporated herein in its entirety by reference.

Item 8.01 Other Events.

Effective on April 6, 2010, the Company and American Stock Transfer & Trust Company, as Rights Agent, entered into an amendment to the Rights Agreement dated as of May 20, 2002. The Amendment amends the definition of “Acquiring Person” under the Rights Plan. A copy of the amendment to the Rights Plan is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

Exhibit Number		Description

3.1		Amended and Restated Certificate of Incorporation of Cardima, Inc. filed on April 6, 2010
3.2		Certificate of Amendment of Cardima, Inc. filed on April 6, 2010
3.3		Certificate of Correction of Certificate of Elimination of Cardima, Inc. filed on April 1, 2010
99.1		Amendment to the Rights Agreement between Cardima and American Stock Transfer & Trust Company, as Rights Agent

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 hereunto duly authorized.

	CARDIMA, INC.
Date: March 19, 2010	By:	/s/Robert Cheney
Date: April 8, 2010	By:	/s/Robert Cheney
		Name: Robert Cheney
		Chief Executive Officer

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