Business Context and Reporting Period
Company: Cardio Diagnostics Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 2, 2024
Event: Completion of an unregistered private placement of equity securities.
Key Financial Metrics
| Metric | Value |
|---|---|
| Gross Proceeds | $1,000,000 |
| Units Issued | 561,793 |
| Price Per Unit | $1.78 |
| Placement Agent Cash Commission | 10% of gross proceeds |
| Placement Agent Warrant Coverage | 20% (112,353 warrants) |
Note: This filing does not provide data on revenue, profit, operating cash flow, margins, total debt, or liquidity ratios.
Material Changes
- Capital Structure: Issued 561,793 shares of Common Stock and 561,793 six-year warrants to 7 accredited investors.
- Warrant Terms: Investor warrants have an exercise price of $1.78 per share.
- Future Financing Rights: Investors received rights to participate in future financings through February 2, 2025, excluding the Company's at-the-market offering and certain other exceptions.
Guidance, Outlook, and Risks
- Use of Proceeds: Net proceeds are designated for working capital and general corporate purposes.
- Registration Intent: The Company intends to file a resale registration statement within 180 days of the closing date to register the shares and warrant-issuable stock.
- Related Party Transaction: Warren Hosseinion, M.D., Chairman of the Board, holds a 10% ownership interest in Altitude Capital Group, LLC, the placement agent. Dr. Hosseinion recused himself from the board approval process and received no direct compensation.
- Regulatory Status: The offering was conducted under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, exempt from registration.
Investor Verification Checklist
- Verify the final net proceeds after deducting placement agent fees and offering expenses.
- Confirm the filing of the Resale Registration Statement within the 180-day window.
- Review the impact of the 20% warrant coverage issued to the placement agent on future dilution.
- Assess the Company's current cash runway relative to the $1 million gross raise.