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    Cardio Diagnostics Holdings Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    5/28/25 4:30:25 PM ET
    $CDIO
    Biotechnology: In Vitro & In Vivo Diagnostic Substances
    Health Care
    Get the next $CDIO alert in real time by email
    false 0001870144 0001870144 2025-05-28 2025-05-28 0001870144 CDIO:CommonStockParValue0.00001Member 2025-05-28 2025-05-28 0001870144 CDIO:RedeemableWarrantsEachWarrantExercisableForOnehalfOfOneShareOfCommonStockMember 2025-05-28 2025-05-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

    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 28, 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
    Redeemable Warrants, each warrant exercisable for one share of Common Stock   CDIOW   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 8.01. Other Events.

    As previously reported, on June 3, 2024, Cardio Diagnostics Holdings, Inc. (the “Company”) received a written notification from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) that the closing bid price of the Company’s common stock had been below $1.00 per share for the previous 30 consecutive business days, and that, as a result, the Company was not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Rule”). The Company was provided 180 calendar days, until December 2, 2024, to regain compliance. However, in a letter dated December 4, 2024, Nasdaq notified the Company that the staff of the Nasdaq Listing Qualifications Department (the “Listing Qualifications Staff”) determined that the Company was eligible for an additional 180 calendar day period, or until June 2, 2025, to regain compliance.

    On May 28, 2025, the Company received written notice from the Listing Qualifications Staff notifying the Company that, for the last 10 consecutive business days, from May 13, 2025 through May 27, 2025, the closing bid price of the Company’s common stock was $1.00 per share or greater. Accordingly, the written notice stated that the Company has regained compliance with the minimum bid price listing requirement set forth under the Rule.

    Item 9.01. Financial Statements and Exhibits.

    (d) Exhibits

    Exhibit No.   Description of Exhibit
         
    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 28, 2025 CARDIO DIAGNOSTICS HOLDINGS INC.
       
      By: /s/ Elisa Luqman
        Elisa Luqman
    Chief Financial Officer

     

     

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