CDIO 8-K — Smart Summary

Cardio Diagnostics Holdings, Inc. effected a 1-for-30 reverse stock split of its common stock, with the Certificate of Amendment filed with the Delaware Secretary of State on May 12, 2025, effective immediately after the close of trading on Nasdaq on May 12, 2025, with post-split trading commencing May 13, 2025.

• Third Amended and Restated Certificate of Incorporation — Reverse Stock Split — Every 30 shares of issued and outstanding common stock (par value $0.00001 per share) automatically combined into one issued share of common stock at the Effective Time (immediately after the close of trading on Nasdaq on May 12, 2025); no change in par value; no fractional shares issued — shares rounded up or down to the nearest whole number as determined by DTC at the participant level; authorized shares of common stock remain at 300,000,000; voting rights and other terms of common stock unchanged; proportionate adjustments to be made to exercise prices and number of shares under the 2022 Equity Incentive Plan, outstanding equity awards, and outstanding public and private warrants; shares outstanding reduced from approximately 52 million to approximately 1.7 million; new CUSIP number 14159C202; rationale stated as part of the Company's plan to regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market; stockholder approval granted November 15, 2024 for a ratio range of 1-for-5 to 1-for-40, valid through November 15, 2025; Board determined 1-for-30 ratio on April 10, 2025.

• Company: Cardio Diagnostics Holdings, Inc. (Nasdaq: CDIO), incorporated in Delaware, headquartered at 311 W. Superior Street, Suite 444, Chicago, IL 60654
• Reverse Stock Split ratio: 1-for-30
• Stockholder approval date: November 15, 2024, at the Company's annual meeting; approval valid through November 15, 2025
• Stockholder-approved split ratio range: 1-for-5 to 1-for-40
• Board of Directors approved 1-for-30 ratio on April 10, 2025
• Certificate of Amendment filed with the Delaware Secretary of State on May 12, 2025
• Effective Time: immediately after the close of trading on Nasdaq on May 12, 2025
• Post-split trading commenced on The Nasdaq Capital Market on May 13, 2025 under existing ticker symbol 'CDIO'
• New CUSIP number post-Reverse Split: 14159C202
• Every 30 shares of issued and outstanding common stock automatically combined into one issued share of common stock
• No change in par value ($0.00001 per share)
• No fractional shares will be issued; shares will be rounded up or down to the nearest whole number as determined by DTC at the participant level
• Shares outstanding reduced from approximately 52 million shares to approximately 1.7 million shares
• Number of authorized shares of common stock remains at 300,000,000
• Proportionate adjustments will be made to the exercise prices and number of shares issuable under the Company's 2022 Equity Incentive Plan and outstanding equity awards
• Adjustments will also be made to outstanding public and private warrants and stock options
• Reverse Stock Split will not modify any voting rights or other terms of the common stock
• Transfer agent and exchange agent: Continental Stock Transfer and Trust
• Registered stockholders holding shares in book-entry form are not required to take any action; broker-held shares will be automatically adjusted
• Reverse Stock Split is part of the Company's plan to regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market
• Press release announcing the Reverse Stock Split issued on May 8, 2025

• The reverse stock split ratio is 1-for-30, meaning every 30 shares of common stock issued and outstanding will be combined into one issued and outstanding share.
• The reverse stock split took effect immediately after the close of trading on Nasdaq on May 12, 2025, with post-split trading beginning on May 13, 2025.
• The Company's common stock will continue to trade under the existing ticker symbol 'CDIO' on The Nasdaq Capital Market, but with a new CUSIP number 14159C202.
• The reverse stock split is intended to help the Company regain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market.
• The reverse split was authorized by stockholders on November 15, 2024, granting the Board discretion to set a ratio within a range of 1-for-5 and 1-for-40; the Board approved the 1-for-30 ratio on April 10, 2025.
• As a result of the reverse stock split, shares outstanding will be reduced from approximately 52 million shares to approximately 1.7 million shares.
• The number of authorized shares of common stock will remain at 300 million shares.
• No fractional shares will be issued; instead, shares will be rounded up or down to the nearest whole number as determined by DTC at the participant level.
• The par value per share remains unchanged at $0.00001.
• Proportionate adjustments will be made to shares reserved under the Company's 2022 Equity Incentive Plan, as well as to outstanding public and private warrants and stock options, including adjustments to exercise prices.