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

 February 2, 2024

Date of Report (Date of earliest event reported)

CARDIO DIAGNOSTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (855) 266-9991

(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))

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).

Securities registered pursuant to Section 12(b) of the Act:

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 3.02.  Unregistered Sales of Equity Securities.

On February 2, 2024, Cardio Diagnostics Holdings, Inc. (the “Company”) completed entering into subscription agreements with 7 accredited investors (the “Subscription Agreements”), whereby the Company issued a total of 561,793 units (“Units”), with each Unit consisting of (i) one share of the Company’s common stock, $0.00001 par value (the “Common Stock”), and (ii) one six year Common Stock purchase warrant (the “Warrants”), having an exercise price of $1.78 per share (the “Private Placement”). The Private Placement resulted in the issuance to investors of 561,793 shares of Common Stock and 561,793 Warrants in an unregistered offering of securities. The Company intends to register for resale the shares of Common Stock and the Common Stock issuable upon exercise of the Warrants within 180 days from the closing date (the “Resale Registration Statement”). In addition, the Company intends to afford the Private Placement investors the right to participate in future Company financings through February 2, 2025, with the exception of the at the market offering the Company described in the Company’s Registration Statement on Form S-3 (File No. 333-276725), which the Securities and Exchange Commission declared effective on February 1, 2024 and with the exception of certain other financings.

The purchase price of the securities was $1.78 per Unit, resulting in gross proceeds to the Company of $1,000,000, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. The Private Placement closed on February 2, 2024.

In connection with the Private Placement, the Company entered into a Placement Agent Agreement dated January 23, 2024 (the “Placement Agent Agreement”) with Altitude Capital Group, LLC, as placement agent (“Altitude Capital” or the “Placement Agent”). Pursuant to the Placement Agent Agreement, at closing, Altitude Capital was paid a cash commission equal to 10% of the gross proceeds received by the Company, plus 20% warrant coverage, providing Altitude Capital with the right to purchase 112,353 shares of Common Stock at $1.78 per share through February 2, 2030 (the “Placement Agent Warrants”). The Company intends to include the shares of Common Stock underlying Placement Agent Warrants in the Resale Registration Statement.

The issuance of the Common Stock, the Warrants and the Placement Agent Warrants, as well as the Common Stock issuable upon exercise of the Warrants and the Placement Agent Warrants, is exempt from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Company relied on these exemptions from registration for offerings not involving any public offering based, in part, on the representations made by the investors, including the representations with respect to each investor’s status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and each investor’s investment intent. As such, the offer and sale of the Common Stock and Warrants, and the shares of Common Stock issuable upon exercise of the Warrants, have not been registered under the Securities Act.

Item 8.01.  Other Information.

Warren Hosseinion, M.D., the Company’s Chairman of the Board, holds a 10% ownership interest in Altitude Capital, which, as discussed above, acted as placement agent for the Private Placement. Dr. Hosseinion recused himself from board action with respect to approving the Private Placement and issuance of the securities. He is not an officer or director of Altitude Capital and received no payment or other compensation as a result of the closing of the Private Placement.

Item 9.01.  Financial Statements and Exhibits.

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.