Regulation FD Disclosure. On February 19, 2026, Cardio Diagnostics Holdings, Inc. (the “Company”) is holding an investor conference call (the “Investor Call”) at 3 p.m. Central Standard Time to discuss the Company’s current status, recent developments, and ongoing strategic priorities. During the Investor Call, members of the Company’s management are discussing, among other things: · Corporate updates and recent developments; · Recent clinical data; · Reimbursement progress; and · Strategic i…

Material Modification to Rights of Security Holders. To the extent required by Item 3.03, the information contained in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 3, 2024, Cardio Diagnostics Holdings, Inc. (the “Company”) received a letter (the “First Nasdaq Bid Price Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is no longer in compliance with Nasdaq Listing Rule 5550(a)(2), because the minimum bid price of the Company’s common stock (the “Common Stock”) had closed below the minimum $1.00 per share requirement…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 3, 2024, Cardio Diagnostics Holdings, Inc. (the “Company”) received a written notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is no longer in compliance with Nasdaq Listing Rule 5550(a)(2), because the minimum bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive business days (the “Notice”). The Notice has no immediate…

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…

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.

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 convertib…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On November 20, 2023, Cardio Diagnostics Holdings, Inc. (the “Company”) received an email notice (the “Notice”) from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires that compan…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 21, 2023, Cardio Diagnostics Holdings, Inc. (the “Company”) received a written notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is no longer in compliance with Nasdaq Listing Rule 5450(a)(2), because the minimum bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive business days (the “Notice”). The Notice has no imm…

Unregistered Sales of Equity Securities The information set forth in

Entry into a Material Definitive Agreement. Securities Purchase Agreement and Amendment No. 1 Thereto As previously reported on the Original 8-K, 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 de…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in

The excerpt is incomplete and does not provide specific details about the event.

Entry into a Material Definitive Agreement. Board of Directors Agreement On June 19, 2023, Cardio Diagnostics Holdings, Inc., a Delaware corporation (the “Company”), entered into a Board of Directors Agreement (the “Directors Agreement”) with each of James Intrater, Stanley Lau, MD, Oded Levy and Brandon Sim, the independent directors of the Company (each an “Independent Director” and collectively, the “Independent Directors”). Attached as Exhibits A and B to the Directors Agreement are the C…

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 conv…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement Securities Purchase Agreement and Convertible Debentures 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…

in its entirety. The Convertible Debenture was issued to Yorkville in reliance upon Section 4(a)(2) of the Securities Act in a transaction not involving any public offering. The Company relied on this exemption from registration based in part on representations made by Yorkville in the Securities Purchase Agreement for the Convertible Debenture. Any shares of the Company’s Common Stock that may be issued upon conversion of the Convertible Debenture will be issued in reliance upon Section 3(a)…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth in

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 o…

Security Ownership of Certain Beneficial Owners and Management The following table sets forth information regarding the beneficial ownership of the Company’s Common Stock immediately after the consummation of the Business Combination by: • each person known to the Company to be the beneficial owner of more than 5% of the Company’s Common Stock; • each person who is an executive officer or director of the Company; and • all of the Company’s executive officers and directors as a group. Benefici…

Material Modification of Rights of Security Holders On October 25, 2022, the Company filed its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Company’s Second Amended and Restated Certificate of Incorporation includes the amendment proposed by the Charter Proposal. The description of the Company’s Second Amended and Restated Certificate of Incorporation and the general effect of the Second Amended and Restated Certificate of…

of this Current Report on Form 8-K concerning the changes in certifying accountant. Financial Statements and Exhibits The information set forth in

Changes in Control of Registrant Reference is made to the disclosure beginning on page 89 of the Proxy Statement/Prospectus in the section titled “Proposal No. 1 — The Business Combination Proposal – The Merger Agreement,” which is incorporated herein by reference. Further reference is made to the information contained in the “Explanatory Note” above and