UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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).
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Explanatory Note
This Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed with the Securities and Exchange Commission by Cardio Diagnostics Holdings, Inc. on March 13, 2023 (the “Original 8-K”).
| Item 1.01 | Entry into a Material Definitive Agreement. |
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. 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 upon satisfaction or waiver of certain specified conditions (the “Second Closing”).
The Amendment
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. Attached to the Amendment is the form of Closing Statement, the form of Convertible Debenture for the Second Closing and the Compliance Certificate, the executed versions of which will be delivered by the Company to Yorkville at the Second Closing.
Except as set forth above, this Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. The disclosures presented therein, as modified by the Amendment, are hereby incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 2.03 of the Original 8-K and Item 1.01 of this Amendment are hereby incorporated by reference into this Item 2.03 in its entirety.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information set forth in Item 3.02 of the Original 8-K and Item 1.01 of this Amendment are hereby incorporated by reference into this Item 3.02 in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description | |
| 10.1* | Letter Agreement dated June 2, 2023 amending the Securities Purchase Agreement dated March 8, 2023 (which agreement was previously filed as Exhibit 10.1 to the Original 8-K on March 13, 2023) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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: June 5, 2023 | CARDIO DIAGNOSTICS HOLDINGS INC. | |
| By: | /s/ Elisa Luqman | |
| Elisa Luqman Chief Financial Officer |
||
Exhibit 10.1
June 2, 2023
Cardio Diagnostic Holdings, Inc.
400 North Aberdeen Street, Suite 900
Chicago, IL 60642
Ladies and Gentlemen:
Reference is made to that certain Securities Purchase Agreement dated March 8, 2023 (the “SPA”), by and between YA II PN, Ltd. (“Yorkville”) and Cardio Diagnostics Holdings, Inc. (the “Company”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the SPA.
Pursuant to the SPA, the Second Closing shall take place on the date determined in accordance with Section 1(b)(ii) of the SPA, or such other date as is mutually agreed to by Yorkville and the Company. By execution of this letter (this “Letter Agreement”), Yorkville and the Company hereby agree that the date of the Second Closing shall be September 15, 2023 (or such other date that is mutually agreed by the Company and Yorkville), provided that as of such date the conditions to the Second Closing set forth in Sections 6 and 7 of the SPA are satisfied or waived, and such conditions shall be deemed to have been satisfied on the Company having executed and delivered to Yorkville the Closing Statement, the Convertible Debenture, and a compliance certificate, in each case in the form attached as an Exhibit hereto.
Except as set forth herein, nothing in this Letter Agreement is intended to amend or modify any of the rights and obligations of the parties.
This Letter Agreement may be executed in separate counterparts (including, without limitation, electronically transmitted counterparts), each of which shall be an original and all of which when taken together shall constitute one and the same agreement. Please execute this Letter Agreement where indicated below to confirm your acknowledgment of, and agreement to, the foregoing.
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In Witness Whereof, the parties hereto have executed this Letter Agreement as of the date first written above.
YORKVILLE:
YA II PN, LTD.
By: Yorkville Advisors Global, LP
Its: Investment Manager
By: Yorkville Advisors Global II, LLC
Its: General Partner
By: /s/ Matt Beckman
Name: Matt Beckman
Title: Member
COMPANY:
CARDIO DIAGNOSTIC HOLDINGS, INC.
By: /s/ Meeshanthini V. Dogan
Name: Meeshanthini V. Dogan
Title: CEO