Business Context and Reporting Period
This Form 8-K filing by Cardio Diagnostics Holdings, Inc. (CDIO) was submitted on September 25, 2023, reporting an event that occurred on September 21, 2023. The Company is incorporated in Delaware and its common stock and warrants 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 report focuses exclusively on a regulatory compliance issue regarding the Company's stock price.
Material Changes
On September 21, 2023, the Company received a written notice from Nasdaq indicating non-compliance with Listing Rule 5450(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 securities.
Guidance, Outlook, and Risks
- Compliance Timeline: The Company has 180 calendar days, until March 19, 2024, to regain compliance.
- Regaining Compliance: Compliance is achieved if the bid price closes at $1.00 or more for 10 consecutive business days before the compliance deadline.
- Secondary Compliance Period: If the initial deadline is missed, the Company may be eligible for an additional 180-day period, provided it meets other initial listing standards (excluding the bid price) and notifies Nasdaq of its intent to cure.
- 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 stock price and may consider a reverse stock split, subject to stockholder approval, to regain compliance.
- Forward-Looking Statements: There is no assurance that the Company will regain compliance, secure an extension, or successfully appeal a delisting determination.
Investor Verification Checklist
- Verify the current closing bid price of CDIO common stock to assess proximity to the $1.00 threshold.
- Monitor upcoming shareholder meetings or proxy statements for proposals regarding a reverse stock split.
- Review the Company's latest Form 10-K for detailed risk factors and financial health context not included in this 8-K.
- Track the March 19, 2024, compliance deadline for potential delisting notifications.