Business Context and Reporting Period
This Form 8-K filing by Cardio Diagnostics Holdings, Inc. (CDIO) was submitted on June 7, 2024, reporting an event that occurred on June 3, 2024. The Company is incorporated in Delaware and its securities trade on The Nasdaq Stock Market LLC.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on regulatory compliance regarding stock listing standards.
Material Changes
On June 3, 2024, the Company received a written notice from Nasdaq indicating non-compliance with Listing Rule 5550(a)(2). The minimum bid price of the Company's common stock has remained below $1.00 per share for 30 consecutive business days. This notice has no immediate effect on the listing or trading of the Company's common stock or warrants.
Outlook, Risks, and Management Commentary
- Compliance Timeline: The Company has 180 calendar days, until December 2, 2024, to regain compliance. Compliance is achieved if the bid price closes at $1.00 or more for 10 consecutive business days.
- Extension Possibility: If the Company fails to comply by the initial deadline, it may be eligible for an additional 180-day period, provided it meets other listing standards (excluding the bid price) and notifies Nasdaq of its intent to cure the deficiency.
- Delisting Risk: Failure to regain compliance during any applicable period may result in delisting. The Company retains the right to appeal a delisting determination to a Nasdaq hearing panel.
- Management Action: The Company intends to monitor the bid price and consider all options to regain compliance, including a potential reverse stock split. There is no assurance that compliance will be achieved or maintained.
Investor Verification Checklist
- Verify the current closing bid price of CDIO common stock to assess proximity to the $1.00 threshold.
- Monitor the Company's announcements regarding the potential execution of a reverse stock split.
- Review the Company's latest Form 10-K and Form 10-Q for detailed financial health and risk factors not included in this 8-K.
- Track the December 2, 2024 compliance deadline and any subsequent filings regarding extension eligibility.