Cardio Diagnostics Terminates Material Definitive Agreement

TL;DR

**CDIO just terminated a key agreement, watch for potential negative impact.**

AI Summary

Cardio Diagnostics Holdings, Inc. (CDIO) filed an 8-K on January 4, 2024, to report the termination of a material definitive agreement. This means a significant contract or partnership that was important to the company's operations or future plans has been canceled. For investors, this matters because the termination of such an agreement could negatively impact the company's revenue, growth prospects, or strategic direction, potentially leading to a decrease in stock value.

Why It Matters

The termination of a material definitive agreement can signal a loss of a significant business opportunity or partnership, potentially impacting future revenue and growth for Cardio Diagnostics Holdings, Inc.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement introduces uncertainty about the company's future operations and financial performance, posing a medium risk to investors.

Analyst Insight

A smart investor would investigate the nature of the terminated agreement to understand its potential impact on Cardio Diagnostics Holdings, Inc.'s revenue and future prospects before making any investment decisions.

Key Players & Entities

• Cardio Diagnostics Holdings, Inc. (company) — the registrant filing the 8-K
• January 4, 2024 (date) — the date of the earliest event reported and the filing date
• 001-41097 (other) — Commission File Number for Cardio Diagnostics Holdings, Inc.

Forward-Looking Statements

• The termination of this agreement could lead to a short-term dip in Cardio Diagnostics Holdings, Inc.'s stock price. (Cardio Diagnostics Holdings, Inc.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 CDIO The Nasdaq Stock Market LLC
• $11.2 m — ures") in the principal amount of up to $11.2 million, which are convertible into share
• $5.0 million — le Debenture in the principal amount of $5.0 million for a purchase price of $4.5 million (t
• $4.5 million — of $5.0 million for a purchase price of $4.5 million (the First Convertible Debenture"). Pur
• $6.2 million — le Debenture in the principal amount of $6.2 million for a purchase price of $5.58 million (
• $5.58 million — of $6.2 million for a purchase price of $5.58 million (the "Second Convertible Debenture") up

Filing Documents

• cdio_8k.htm (8-K) — 28KB
• 0001079973-24-000021.txt ( ) — 244KB
• cdio-20240104.xsd (EX-101.SCH) — 4KB
• cdio-20240104_def.xml (EX-101.DEF) — 26KB
• cdio-20240104_lab.xml (EX-101.LAB) — 36KB
• cdio-20240104_pre.xml (EX-101.PRE) — 25KB
• cdio_8k_htm.xml (XML) — 5KB

02

Item 1.02 Termination of a Material Definitive Agreement. 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. Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell to Yorkville convertible debentures (the Convertible Debentures") in the principal amount of up to $11.2 million, which are convertible into shares of the Company's Common Stock, $0.00001 par value (as converted, the Conversion Shares") on the terms and subject to the conditions set forth therein. As previously reported, on March 8, 2023, upon signing the Securities Purchase Agreement, the Company issued and sold to Yorkville a Convertible Debenture in the principal amount of $5.0 million for a purchase price of $4.5 million (the First Convertible Debenture"). Pursuant to the Securities Purchase Agreement, the parties further agreed that the Company will issue and sell to Yorkville, and Yorkville will purchase from the Company, a second Convertible Debenture in the principal amount of $6.2 million for a purchase price of $5.58 million (the "Second Convertible Debenture") upon satisfaction or waiver of certain specified conditions. The First Convertible Debenture has been fully repaid, and as of January 4, 2024, the Company's obligation to issue and sell, and Yorkville's obligation to purchase, the Second Convertible Debenture has been terminated. At the time of termination, there were no outstanding borrowings, advance notices or shares of Common Stock to be issued under the Securities Purchase Agreement. In addition, there were no fees due by the Company or Yorkville in connection with the termination of the Securities Purchase Agreement.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit Description 104 Cover Page Interactive Data File (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: January 4, 2024 CARDIO DIAGNOSTICS HOLDINGS INC. By: /s/ Elisa Luqman Elisa Luqman Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR