Source-grounded facts extracted from Cardio Diagnostics Holdings, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Cardio Diagnostics Holdings, Inc.: Certificate of Amendment to effect a 1-for-30 reverse stock split, filed with Delaware Secretary of State effective after market close on May 12, 2025 (effective 2025-05-12).
“On May 12, 2025, the Company filed the Certificate of Amendment with the Delaware Secretary of State to effect the Reverse Stock Split, effective immediately after the close of trading on Nasdaq on May 12, 2025 (the "Effective Time").”
Cardio Diagnostics Holdings, Inc. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“December 4, 2024 (the "Second Nasdaq Bid Price Letter”), Nasdaq notified the Company that Nasdaq’s Staff has determined that the Company is eligible for an additional 180 calendar day period, or until June 2, 2025, to regain compliance (the "Second Compliance Period”). The determination is based on the Company’s meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market with the exception of the Minimum Bid Price Requirement, and the Company’s written notice of its intention to cure t”
Cardio Diagnostics Holdings, Inc. entered into Sales Agreement with Craig-Hallum Capital Group LLC valued at up to an aggregate of $17 million (effective 2024-01-26).
“On January 26, 2024, Cardio Diagnostics Holdings, Inc. (the “Company”) entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”). Pursuant to the Sales Agreement, the Company may sell, at its option, up to an aggregate of $17 million in shares of its common stock through Craig-Hallum, as sales agent.”
Cardio Diagnostics Holdings, Inc. terminated Securities Purchase Agreement with YA II PN, Ltd. valued at up to $11.2 million (effective 2024-01-04).
“On January 4, 2024, Cardio Diagnostics Holdings, Inc. (the “Company”) and YA II PN, Ltd. (“Yorkville”), an affiliate of Yorkville Advisors Global, LP, terminated the Securities Purchase Agreement dated as of March 8, 2023, as amended (the “Securities Purchase Agreement”) by the mutual consent of the parties, effective as of January 4, 2024.”
Cardio Diagnostics Holdings, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-12-18 meeting.
“The ratification of the appointment of Prager Metis CPA’s LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved. For Against Abstain Broker Non-Votes 9,065,135 591,235 138,112 N/A”
Cardio Diagnostics Holdings, Inc. shareholders approved Approval of the future issuance of shares of Common Stock and/or securities convertible into or exercisable for Common Stock equal to 20% or more of the Common Stock outstanding in one or more non-public transactions as required by Nasdaq Marketplace Listing Rule 5635(d) at the 2023-12-18 meeting.
“The Share Issuance Proposal was approved. Any non-public financing transaction undertaken in connection with this approval will be conducted within the parameters set forth in the Share Issuance Proposal described in the proxy statement for the Annual Meeting. For Against Abstain Broker Non-Votes 5,014,358 1,156,400 141,251 3,482,473”
Cardio Diagnostics Holdings, Inc. shareholders approved Approval of an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse stock split of between 1-for-5 and 1-for-40 at the discretion of the Company’s Board of Directors at the 2023-12-18 meeting.
“The Reverse Stock Split Proposal was approved. The amendment to the Company’s Third Amended and Restated Certificate of Incorporation will only be filed in the event the Board of Directors deems it to be necessary and appropriate within one year of the Annual Meeting. For Against Abstain Broker Non-Votes 7,424,337 2,251,192 118,953 N/A”
Cardio Diagnostics Holdings, Inc. shareholders approved Election of Directors at the 2023-12-18 meeting.
“The votes regarding the election of directors were as follows: Nominee For Authority Withheld Broker Non-Votes Meeshanthini Dogan, Ph.D. 5,988,739 323,270 3,482,473 Warren Hosseinion, M.D. 5,928,708 383,301 3,482,473 James Intrater 5,890,758 421,251 3,482,473 Stanley Lau, M.D. 5,892,858 419,151 3,482,473 Oded Levy 5,901,424 410,585 3,482,473 Robert Philibert, M.D., Ph.D. 5,989,309 322,700 3,482,473 Paul F. Burton, J.D., MBA 5,989,309 322,700 3,482,473”
Cardio Diagnostics Holdings, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(2), 5810(c)(3)(A), 5810(c)(3)(H)).
“ilure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 21, 2023, Cardio Diagnostics Holdings, Inc. (the “Company”) received a written notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is no longer in compliance with Nasdaq Listing Rule 5450(a)(2), because the minimum bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive business days (the “Notice”). The Notice has no immediate effect on the listing or trading of the Company’s common stock or warrants on the Nasdaq Capital Market. In accordance w”
Cardio Diagnostics Holdings, Inc. amended SPA Amendment No. 2 with YA II PN, Ltd. ("Yorkville") (effective 2023-09-13).
“By letter agreement dated September 13, 2023 ("SPA Amendment No. 2"), the Company and Yorkville mutually agreed that the date of the Second Closing will be December 29, 2023 (or such other date that is mutually agreed upon by the Company and Yorkville)”
Cardio Diagnostics Holdings, Inc. entered into Securities Purchase Agreement with YA II PN, Ltd. ("Yorkville") valued at up to $11.2 million (effective 2023-03-08).
“on March 8, 2023, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with YA II PN, Ltd. ("Yorkville"), a fund managed by Yorkville Advisors Global, LP, headquartered in Mountainside, New Jersey.”
Cardio Diagnostics Holdings, Inc. amended Amendment to Securities Purchase Agreement with YA II PN, Ltd. (Yorkville) valued at Second Closing date extended to September 15, 2023, with conditions (effective 2023-06-02).
“By letter agreement dated June 2, 2023 (the “Amendment”), the Company and Yorkville mutually agreed that the date of the Second Closing will be September 15, 2023 (or such other date that is mutually agreed upon by the Company and Yorkville), provided that as of such date, the conditions to the Second Closing as set forth in Sections 6 and 7 of the Securities Purchase Agreement have been satisfied or waived.”
Cardio Diagnostics Holdings, Inc.: Stockholders approved Third Amended and Restated Certificate of Incorporation removing blank-check company provisions (business combination consummated Oct 25, 2022), adding officer liability elimination, changing registered agent, and making other conforming changes (effective 2023-05-30).
“The Certificate of Incorporation amends the Prior Certificate of Incorporation by (i) removing from the charter certain provisions that related to the status of the Company as a blank check company that are no longer applicable following the consummation of the business combination on October 25, 2022; (ii) adding a provision eliminating the personal liability of corporate officers under certain circumstances; (iii) changing the registered agent in the State of Delaware; and (iv) making certain other conforming changes to the charter .”
Cardio Diagnostics Holdings, Inc. shareholders approved Approval of the Company's Third Amended and Restated Certificate of Incorporation at the 2023-05-26 meeting.
“the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved the adoption of the Company’s Third Amended and Restated Certificate of Incorporation”
Cardio Diagnostics Holdings, Inc. incurred convertible notes of principal amount of $5 million with YA II PN, Ltd. (Yorkville) at 0.0% per annum maturing March 8, 2024.
“the Company issued and sold to Yorkville a Convertible Debenture in the principal amount of $5 million for a purchase price of $4.5 million”
Cardio Diagnostics Holdings, Inc. entered into Securities Purchase Agreement with YA II PN, Ltd. (Yorkville) valued at up to $11.2 million (effective 2023-03-08).
“On March 8, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”), a fund managed by Yorkville Advisors Global, LP, headquartered in Mountainside, New Jersey.”
Cardio Diagnostics Holdings, Inc. engaged Prager Metis CPA's LLP as its auditor.
“On November 9, 2022, the Company's Board of Directors approved the engagement of Prager Metis CPA's LLP ("Prager") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the year ending December 31, 2022.”
Cardio Diagnostics Holdings, Inc. dismissed MaloneBailey, LLP as its auditor.
“On November 9, 2022, the Company's Board of Directors dismissed MaloneBailey, LLP ("MaloneBailey"), the Company's independent registered public accounting firm prior to the Business Combination, as the Company's independent registered public accounting firm.”
Cardio Diagnostics Holdings, Inc.: The Company ceased being a shell company as a result of the Business Combination.
“As a result of the Business Combination, the Company ceased being a shell company.”
Cardio Diagnostics Holdings, Inc.: The Company filed its Second Amended and Restated Certificate of Incorporation (effective 2022-10-25).
“On October 25, 2022, the Company filed its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.”
Cardio Diagnostics Holdings, Inc. shareholders approved To elect Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert (Rob) Philibert, MD PhD, James Intrater, Stanley Lau, MD, Oded Levy and Brandon Sim to serve as directors (Director Election Proposal) at the 2022-10-25 meeting.
“Proposal No.5 : To elect Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert (Rob) Philibert, MD PhD, James Intrater, Stanley Lau, MD, Oded Levy and Brandon Sim to serve as directors on the Board, referred to in the Proxy Statement/Prospectus as the “Director Election Proposal.” For Against Abstain 5,940,655 488,561 0”
Cardio Diagnostics Holdings, Inc. shareholders approved To approve the issuance of securities in the Business Combination (Nasdaq 20% Share Issuance Proposal) at the 2022-10-25 meeting.
“Proposal No. 4 : To approve the issuance of the securities in the Business Combination, referred to in the Proxy Statement/Prospectus as the “Nasdaq 20% Share Issuance Proposal.” For Against Abstain 5,940,655 488,561 0”
Cardio Diagnostics Holdings, Inc. shareholders approved To approve and adopt the Cardio Diagnostics Holdings Inc. 2022 Equity Incentive Plan (Equity Plan Adoption Proposal) at the 2022-10-25 meeting.
“Proposal No. 3 : To approve and adopt the Cardio Diagnostics Holdings Inc. 2022 Equity Incentive Plan, referred to in the Proxy Statement/Prospectus as the “Equity Plan Adoption Proposal.” For Against Abstain 5,940,115 488,561 540”
Cardio Diagnostics Holdings, Inc. shareholders approved To approve and adopt the proposed Second Amended and Restated Certificate of Incorporation (Charter Amendment Proposal) at the 2022-10-25 meeting.
“Proposal No. 2 : To approve and adopt the proposed Second Amended and Restated Certificate of Incorporation, referred to in Proxy Statement/Prospectus as the “Charter Amendment Proposal.” For Against Abstain 5,940,655 488,561 0”
Cardio Diagnostics Holdings, Inc. shareholders approved To approve the transactions contemplated under the Merger Agreement (Business Combination Proposal) at the 2022-10-25 meeting.
“Proposal No. 1 : To approve the transactions contemplated under the Merger Agreement, referred to in the Proxy Statement/Prospectus as the “Business Combination Proposal.” For Against Abstain 6,051,629 377,587 0”
Cardio Diagnostics Holdings, Inc. underwent a change of control involving Cardio Diagnostics, Inc. (Legacy Cardio) (closed 2022-10-25).
“On October 25, 2022 (the “Closing Date”), as contemplated by the Business Combination Agreement and described in the section of the Proxy Statement/Prospectus entitled “Proposal No. 1 – The Business Combination Proposal” beginning on the page 70 of the Proxy Statement/Prospectus, Mana consummated the transactions contemplated by the Business Combination Agreement, whereby Merger Sub merged with and into Legacy Cardio, with Legacy Cardio continuing as the surviving corporation, resulting in Legacy Cardio becoming a wholly-owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).”
Cardio Diagnostics Holdings, Inc. entered into Waiver Agreement with Mana, Mana Merger Sub Inc., Legacy Cardio and Meeshanthini Dogan, as representative of the Legacy Cardio shareholders (effective 2022-10-25).
“On October 25, 2022, Mana, Mana Merger Sub Inc., Legacy Cardio and Meeshanthini Dogan, as representative of the Legacy Cardio shareholders, entered into a waiver agreement (the “Waiver Agreement”).”
Khullani Abdullahi was appointed as Vice President of Revenue and Strategy at Cardio Diagnostics Holdings, Inc..
“Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Meeshanthini Dogan as Chief Executive Officer; Robert Philibert as Chief Medical Officer; Elisa Luqman as Chief Financial Officer; Timur Dogan as Chief Technology Officer and Khullani Abdullahi as Vice President of Revenue and Strategy.”
Timur Dogan was appointed as Chief Technology Officer at Cardio Diagnostics Holdings, Inc..
“Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Meeshanthini Dogan as Chief Executive Officer; Robert Philibert as Chief Medical Officer; Elisa Luqman as Chief Financial Officer; Timur Dogan as Chief Technology Officer and Khullani Abdullahi as Vice President of Revenue and Strategy.”
Elisa Luqman was appointed as Chief Financial Officer at Cardio Diagnostics Holdings, Inc..
“Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Meeshanthini Dogan as Chief Executive Officer; Robert Philibert as Chief Medical Officer; Elisa Luqman as Chief Financial Officer; Timur Dogan as Chief Technology Officer and Khullani Abdullahi as Vice President of Revenue and Strategy.”
Robert Philibert was appointed as Chief Medical Officer at Cardio Diagnostics Holdings, Inc..
“Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Meeshanthini Dogan as Chief Executive Officer; Robert Philibert as Chief Medical Officer; Elisa Luqman as Chief Financial Officer; Timur Dogan as Chief Technology Officer and Khullani Abdullahi as Vice President of Revenue and Strategy.”
Meeshanthini Dogan was appointed as Chief Executive Officer at Cardio Diagnostics Holdings, Inc..
“Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Meeshanthini Dogan as Chief Executive Officer; Robert Philibert as Chief Medical Officer; Elisa Luqman as Chief Financial Officer; Timur Dogan as Chief Technology Officer and Khullani Abdullahi as Vice President of Revenue and Strategy.”
James Intrater was appointed as Director at Cardio Diagnostics Holdings, Inc..
“On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.”
Oded Levy was appointed as Director at Cardio Diagnostics Holdings, Inc..
“On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.”
Stanley K. Lau was appointed as Director at Cardio Diagnostics Holdings, Inc..
“On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.”
Brandon Sim was appointed as Director at Cardio Diagnostics Holdings, Inc..
“On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.”
Robert Philibert was appointed as Director at Cardio Diagnostics Holdings, Inc..
“On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.”
Meeshanthini Dogan was appointed as Director at Cardio Diagnostics Holdings, Inc..
“On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.”
Warren Hosseinion was appointed as Director at Cardio Diagnostics Holdings, Inc..
“On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.”
Loren Mortman resigned as Director at Cardio Diagnostics Holdings, Inc..
“Allan Liu and Loren Mortman also resigned as members of the Board of Directors, effective as of the Closing.”
Allan Liu resigned as Director at Cardio Diagnostics Holdings, Inc..
“Allan Liu and Loren Mortman also resigned as members of the Board of Directors, effective as of the Closing.”
Jonathan Intrater resigned as Chief Executive Officer at Cardio Diagnostics Holdings, Inc..
“Effective as of the Closing of the Business Combination, Jonathan Intrater resigned as Chairman of the Board, Chief Executive Officer and Chief Financial Officer of the Company.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.