Business Context and Reporting Period
This Form 8-K Current Report is filed by Cardio Diagnostics Holdings, Inc. (CDIO) on May 12, 2025. The report details the implementation of a reverse stock split of the Company's common stock, which was approved by stockholders at the annual meeting on November 15, 2024, and authorized by the Board of Directors on April 10, 2025.
Key Financial Metrics
This filing is a corporate action report and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Reverse Stock Split Execution: A 1-for-30 reverse stock split became effective immediately after the close of trading on Nasdaq on May 12, 2025.
- Share Consolidation: Every 30 shares of issued and outstanding common stock were automatically combined into one share. No fractional shares were issued; holdings were rounded to the nearest whole number by DTC.
- Trading Resumption: Common stock began trading on a post-split basis under the existing symbol "CDIO" on May 13, 2025.
- Security Adjustments: Proportionate adjustments were made to the exercise prices and share counts for the 2022 Equity Incentive Plan, outstanding equity awards, and public/private warrants.
- Authorized Capital: The number of authorized shares of common stock remains at 300,000,000.
- Identification: The new CUSIP number for the post-split common stock is 14159C202.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on financial outlook, or specific risk factors beyond the standard disclosure that the press release furnished under Item 7.01 is not deemed "filed" for purposes of Section 18 of the Exchange Act. The Company undertakes no obligation to update the materials attached as Exhibit 99.1.
Investor Verification Checklist
- Verify the new CUSIP number (14159C202) for post-split holdings.
- Confirm the adjusted share count and exercise prices for any outstanding warrants or equity awards held.
- Check brokerage statements to ensure fractional share rounding was applied correctly at the participant level.
- Review the Certificate of Amendment (Exhibit 3.1) for specific legal terms regarding the split.