Current Report Filing (8-k)
November 10 2022 - 4:30PM
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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
November
9, 2022
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.) |
400 North Aberdeen Street, Suite 900, Chicago, IL |
|
60642 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (631) 796-5412
(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:
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-half of 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 4.01. |
Changes in Registrant’s Certifying Accountant. |
(a)
Dismissal of independent registered public accounting firm.
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. MaloneBailey’s report of independent registered
public accounting firm dated March 31, 2022 on the Company’s balance sheet as of December 31, 2021, the related statements of operations,
changes in stockholders’ equity and cash flows for the period from May 19, 2021 (inception) through December 31, 2021 and the related
notes to the financial statements did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as
to uncertainties, audit scope or accounting principles.
During the period from May 19, 2021 (inception) through December
31, 2021 and the subsequent interim period through September 30, 2022, there were no “disagreements” (as such term is defined
in Item 304(a)(1)(iv) of Regulation S-K) with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of MaloneBailey, would have caused MaloneBailey
to make reference thereto in its reports on the Company’s financial statements for such periods. During the period from May 19,
2021 (inception) through December 31, 2021 and the subsequent interim period through September 30, 2022, there have been no “reportable
events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided MaloneBailey with a copy of the disclosures
made by the registrant in this Item 4.01 in response to Item 304(a) of Regulation S-K under the Exchange Act of 1934, as amended (the
“Exchange Act”) and requested that MaloneBailey furnish the Company with a letter addressed to the SEC stating whether it
agrees with the statements made by the registrant in this Item 4.01 in response to Item 304(a) of Regulation S-K under the Securities
Exchange Act of 1934, as amended, and, if not, stating the respects in which it does not agree. The letter from MaloneBailey is attached
hereto as Exhibit 16.1.
(b) Disclosures regarding the new independent 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. Prager previously served as
the independent registered public accounting firm of Legacy Cardio prior to the Business Combination. During the period from May 19,
2021 (inception) through November 9, 2022, neither the Company, nor anyone on its behalf, consulted with Prager with respect to (i) the
application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might
be rendered on the Company’s financial statements, and neither a written report was provided to the Company or oral advice was
provided that Prager concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing,
or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation
S-K) or a “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.
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.
Dated: November 10, 2022 |
CARDIO DIAGNOSTICS HOLDINGS INC. |
|
|
|
By: |
/s/ Elisa Luqman |
|
|
Elisa Luqman Chief Financial Officer |
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