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
May 12, 2025
Date of Report (Date of earliest event reported)
CARDIO DIAGNOSTICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41097 | 87-0925574 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 311 W. Superior Street, Suite 444, Chicago, IL | 60654 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (855) 226-9991
(Former name or former address, if changed since last report)
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:
☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.00001 | CDIO | The Nasdaq Stock Market LLC | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in fiscal year.
As previously disclosed on Form 8-K filed by Cardio Diagnostics Holdings, Inc. (the "Company”) with the Securities and Exchange Commission on November 18, 2024, the Company held its annual meeting of stockholders on November 15, 2024. At such meeting, the Company’s stockholders approved an amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the "Certificate of Amendment”) to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a split ratio of between 1-for-5 and 1-for-40 and granted the Company’s Board of Directors the discretion to determine the timing and ratio of the split within such range. This approval was valid through November 15, 2025.
On April 10, 2025, the Company’s Board of Directors determined to effect the reverse stock split of the common stock at a 1-for-30 ratio (the "Reverse Stock Split”) and approved the filing of the Certificate of Amendment to give effect to the Reverse Stock Split.
On May 12, 2025, the Company filed the Certificate of Amendment with the Delaware Secretary of State to effect the Reverse Stock Split, effective immediately after the close of trading on Nasdaq on May 12, 2025 (the "Effective Time”). At the Effective Time, every 30 shares of issued and outstanding common stock automatically combined into one issued share of common stock, with no change in par value. No fractional shares will be issued as a result of the Reverse Stock Split. Instead of issuing fractional shares, the Company will round shares up or down to the nearest whole number as determined by DTC at the participant level. Proportionate adjustments for the Reverse Stock Split will be made to the exercise prices and number of shares issuable under the Company’s 2022 Equity Incentive Plan, and the number of shares underlying outstanding equity awards, as applicable. Adjustments will also be made to the Company's outstanding public and private warrants. The number of shares of common stock into which these securities are exercisable will be adjusted in line with the Reverse Stock Split, as will the exercise prices of these securities. The Reverse Stock Split will not modify any voting rights or other terms of the common stock, and the number of authorized shares of common stock of the Company will remain at 300,000,000.
The Company’s common stock began trading on The Nasdaq Capital Market on a post-Reverse Stock Split basis under the Company’s existing trading symbol “CDIO” when the market opened on May 13, 2025. The new CUSIP number for the Company’s common stock post-Reverse Split is 14159C202.
The Company’s transfer agent, Continental Stock Transfer and Trust, is acting as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-Reverse Stock Split shares of the Company’s common stock electronically in book-entry form are not required to take any action to receive post-Reverse Stock Split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connect with the Reverse Stock Split..
A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On May 8, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The Company undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 3.1 | ||
| 99.1 | Press Release dated May 8, 2025 (furnished herewith pursuant to Item 7.01) | |
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
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.
| Dated: May 13, 2025 | CARDIO DIAGNOSTICS HOLDINGS INC. | |
| By: | /s/ Elisa Luqman | |
| Elisa Luqman Chief Financial Officer |
||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARDIO DIAGNOSTICS HOLDINGS, INC.
Cardio Diagnostics Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:
FIRST: Effective upon the filing of this amendment (the “Effective Time”) to the Corporation’s Certificate of Incorporation, as amended from time to time (the “Certificate of Incorporation”), each 30 shares of common stock, par value $0.00001 per share (“Common Stock”), issued and outstanding immediately prior to the Effective Time shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof (the “Reverse Stock Split”); provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall round shares up or down, as applicable, to the nearest whole number.
SECOND: The Board of Directors of the Corporation duly adopted resolutions approving the following amendment to the Certificate of Incorporation, declaring said amendment to be advisable and providing for the consideration of such amendment at the annual meeting of stockholders of the Corporation.
THIRD: On November 15, 2024, the annual meeting of stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the DGCL, at which meeting the necessary number of shares required by statute were voted in favor of the amendment.
FOURTH: Said amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, this Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation has been executed as of this twelfth day of May, 2025.
CARDIO DIAGNOSTICS HOLDINGS, INC.
By: __/s/ Meeshanthini V. Dogan____________________
Name: Meeshanthini V. Dogan
Title: Chief Executive Officer
Exhibit 99.1
CARDIO DIAGNOSTICS HoldingS, INC. ANNOUNCES 1-for-30 reverse stock split
CHICAGO, IL − (Business Wire) – May 8, 2025 – Cardio Diagnostics Holdings, Inc. (“Cardio” or the “Company”) (NASDAQ: CDIO), today announced a 1-for-30 reverse stock split of its common stock effective with the market opening on May 13, 2025.
The reverse stock split will take effect immediately after the close of trading on Nasdaq on May 12, 2025, and the Company’s common stock will open for trading on The Nasdaq Capital Market on May 13, 2025 on a post-split basis, under the existing ticker symbol “CDIO” but with new CUSIP number 14159C202. The reverse stock split is part of the Company’s plan to regain compliance with the minimum bid price requirement for the continued listing on The Nasdaq Capital Market.
The reverse split was authorized by the Company's stockholders on November 15, 2024, granting the Company's Board of Directors (the “Board”) the discretion to determine the timing and ratio of the split within a range of 1-5 and 1-40. On April 10, 2025, the Board approved a 1-for-30 reverse stock split (the “Reverse Stock Split”) and will amend the Company's Third Amended and Restated Certificate of Incorporation to reflect this action.
As a result of the Reverse Stock Split, every 30 shares of the Company’s common stock issued and outstanding prior to the opening of trading on May 13, 2025 will be combined into one issued and outstanding share, with no change in the nominal par value per share of $0.00001. No fractional shares will be issued as a result of the Reverse Stock Split. Instead of issuing fractional shares, the Company will round shares up or down to the nearest whole number as determined by DTC at the participant level.
As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 52 million shares to approximately 1.7 million shares, and the number of authorized shares of common stock will remain at 300 million shares. In addition, the number of shares reserved for issuance under the Company’s 2022 Equity Incentive Plan immediately prior to the Reverse Stock Split will be reduced proportionately. Adjustments will also be made to the Company's outstanding public and private warrants and stock options. The number of shares into which these securities are exercisable will be adjusted in line with the reverse Stock Split, as will the exercise prices of these securities.
About Cardio Diagnostics Holdings, Inc.
Cardio Diagnostics Holdings, Inc. is an artificial intelligence-powered precision cardiovascular medicine company that makes cardiovascular disease prevention, detection, and management more accessible, personalized, and precise. The Company was formed to further develop and commercialize clinical tests by leveraging a proprietary Artificial Intelligence (AI)-driven Integrated Genetic-Epigenetic Engine (“Core Technology”) for cardiovascular disease to become one of the leading medical technology companies for improving prevention, detection, and treatment of cardiovascular disease. For more information, please visit http://www.cdio.ai/.
Forward-Looking Statements
Certain statements and information included in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. When used in this press release, the words or phrases “will”, “will likely result,” “expected to,” “will continue,” “anticipated,” “estimate,” “projected,” “intend,” “goal,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks, known and unknown, and uncertainties, many of which are beyond the control of the Company. Such uncertainties and risks include but are not limited to, our ability to successfully execute our growth strategy, changes in laws or regulations, economic conditions, dependence on management, dilution to stockholders, lack of capital, the effects of rapid growth upon the Company and the ability of management to effectively respond to the growth and demand for products and services of the Company, newly developing technologies, the Company’s ability to compete, regulatory matters, protection of technology, the effects of competition and the ability of the Company to obtain future financing. An extensive list of factors that can affect future results are discussed in the Annual Report on Form 10-K for the year ended December 31, 2024 under the heading “Risk Factors” in Part I, Item IA thereof, and other documents filed from time to time with the Securities and Exchange Commission. Such factors could materially adversely affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed within this press release.
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