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CDIO on Nasdaq

Cardio Diagnostics Holdings, Inc.

Cardio Diagnostics Holdings, Inc. is an American in vitro and in vivo diagnostic substances company based in Chicago.1 Its shares trade on Nasdaq under the symbol CDIO.1

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Last updated Oct 21, 2026.

Overview

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  • TickerCDIO on Nasdaq1
  • IndustryIn Vitro & In Vivo Diagnostic Substances1
  • HeadquartersChicago, Illinois1
  • Incorporated inDE2
  • Business address311 W. Superior Street, Suite 444, Chicago, Il 606452
  • Filer category, Emerging growth company2
  • Legal formCorporation

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Expand clinical and health economics evidence portfolio to continue to demonstrate value of products and increase reach;4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-43737.5%Operating margin5
-43832.5%Net margin5
-57.5%Revenue growth, 20255
-93.2%Return on equity5
-$5.9MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development98¢$641.2K
  • Interest2¢$14.8K

Out of $14.8K in revenue.5 The company lost money this year.

Financial statements

Revenue6785$14.8K in 2025+1545% since 2021
0$10.0K$20.0K$30.0K$40.0K2021: $901$90120212022: $950$9502022+5%2023: $17.1K$17.1K2023+1696%2024: $34.9K$34.9K2024+104%2025: $14.8K$14.8K2025−58%
Operating income6785-$6.5M in 2025+945% since 2021
-$10.0M-$7.5M-$5.0M-$2.5M02021: -$620.4K-$620.4K20212022: -$4.5M-$4.5M2022+633%2023: -$7.2M-$7.2M2023+59%2024: -$8.4M-$8.4M2024+16%2025: -$6.5M-$6.5M2025−22%
Net income6785-$6.5M in 2025+947% since 2021
-$10.0M-$7.5M-$5.0M-$2.5M02021: -$620.4K-$620.4K20212022: -$4.7M-$4.7M2022+651%2023: -$8.4M-$8.4M2023+80%2024: -$8.4M-$8.4M2024+0%2025: -$6.5M-$6.5M2025−22%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Revenue$14.8K$34.9K
Sales and marketing$766.9K$1.2M
Research and development$641.2K$228.0K
General and administrative$5.0M$6.9M
Amortization$65.2K$19.7K
Total operating expenses$6.5M$8.4M
Loss from operations-$6.5M-$8.4M
Interest income$712$1.1K
Interest expense-$14.8K-$18.6K
Total other income (expenses)-$14.1K-$17.6K
Loss before provision for income taxes-$6.5M-$8.4M
Net loss-$6.5M-$8.4M
Net loss per common share, basic-$3.71-$9.35
Net loss per common share, diluted-$3.71-$9.35
Weighted average common shares outstanding, basic1.8M shares896.4K shares
Weighted average common shares outstanding, fully diluted1.8M shares896.4K shares

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Corporate structure

Cardio Diagnostics Holdings, Inc. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Cardio Diagnostics Holdings, Inc.

  • BlackRock Filed SC 13G/A on Cardio Diagnostics Holdings, Inc., latest May 8, 2024 (2 filings since Feb 2, 2024)
  • Meeshanthini Dogan Filed SC 13D/A on Cardio Diagnostics Holdings, Inc., latest Jun 28, 2023 (2 filings since Nov 3, 2022)
  • Robert Philibert Filed SC 13D/A on Cardio Diagnostics Holdings, Inc., latest Jun 28, 2023 (2 filings since Nov 4, 2022)
  • Space Summit Capital LLC Filed SC 13G/A on Cardio Diagnostics Holdings, Inc., latest Feb 8, 2023 (3 filings since Nov 30, 2021)
  • Weiss Asset Management LP Filed SC 13G/A on Cardio Diagnostics Holdings, Inc., latest Feb 6, 2023 (2 filings since Feb 11, 2022)
  • Lawrence Feis Filed SC 13G/A on Cardio Diagnostics Holdings, Inc., latest Oct 28, 2022 (3 filings since Dec 2, 2021)
  • Mana Capital LLC Filed SC 13D on Cardio Diagnostics Holdings, Inc., latest Dec 3, 2021
  • Saba Capital Management, L.P. Filed SC 13G on Cardio Diagnostics Holdings, Inc., latest Dec 3, 2021
  • Cardio Diagnostics Holdings, Inc. Chicago, Illinois
    • Cardio Diagnostics, Inc., a Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Cardio Diagnostics Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Machinery and equipment$29.3K5 Dec 31, 2025$21.0K5 Dec 31, 2024+39.1%
Furniture and fixtures$115.8K5 Dec 31, 2025$96.8K5 Dec 31, 2024+19.6%
Leasehold improvements$502.2K5 Dec 31, 2025$502.2K8 Dec 31, 20240%
Construction in progress$502.2K5 Dec 31, 2025$502.2K5 Dec 31, 20240%
Accumulated depreciation$277.6K5 Dec 31, 2025$117.6K5 Dec 31, 2024+136.1%
Property and equipment, net$700.1K5 Dec 31, 2025$672.9K5 Dec 31, 2024+4.1%
Operating-lease assets (leased space)$259.6K5 Dec 31, 2025$432.4K5 Dec 31, 2024−40.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$05 Dec 31, 2025$05 Dec 31, 2024

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, gross$80.0K5 Dec 31, 2025$80.0K5 Dec 31, 20240%
Accumulated amortization$80.0K5 Dec 31, 2025$74.7K5 Dec 31, 2024+7.1%
Finite-lived intangibles, net$5.3K5 Dec 31, 2024$21.3K8 Dec 31, 2023−75.0%

Properties, in its own words

We do not own any real estate or other physical properties materially important to our operations. We currently maintain our principal executive offices at 311 W. Superior Street, Suite 444, Chicago, IL 60654 pursuant to a three-year lease agreement with an unaffiliated third party that commenced on December 1, 2023. The cost for this space is approximately $13,000 per month. We also maintain a laboratory at 2565 N. Dodge, Suite D, Iowa City, IA 52245 pursuant to a five-year lease agreement with an unaffiliated third party that commenced on December 1, 2023. The cost for this space is approximately $8,505 per month. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

Item 2 of the 10-K filed Mar 13, 2026.4

Leadership

Who has led Cardio Diagnostics Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Jonathan Intrater2021
  2. Meeshanthini Dogan2022–2024

Chief financial officer

  1. Elisa Luqman V.2022–2024
2025
Board members and other officers (16)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorWarren Hosseinionn named Feb 6, 202428

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Cardio Diagnostics, Inc., a Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Mana Capital Acquisition Corp.Jul 20, 2021 to Oct 26, 20222

Timeline

  1. Sep 18, 20268-K Shareholder vote29
  2. Aug 20, 20268-K Regulation FD disclosure30
  3. Feb 19, 20268-K Regulation FD disclosure31
  4. Oct 15, 20258-K Shareholder vote32
  5. May 28, 20258-K Other events33
  6. May 13, 20258-K Change to shareholders' rights; Bylaws or fiscal year changed; Regulation FD disclosure34
  7. Feb 21, 20258-K Regulation FD disclosure35
  8. Dec 4, 20248-K Listing notice or transfer36
  9. Nov 18, 20248-K Shareholder vote37
  10. Jun 7, 20248-K Listing notice or transfer38
  11. Apr 2, 20248-K Regulation FD disclosure39
  12. Feb 2, 20248-K Unregistered sale of shares; Other events40
  13. Nov 3, 2022New chief executive Meeshanthini Dogan becomes CEO11
  14. Dec 2, 2021New chief executive Jonathan Intrater becomes CEO12

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/202641

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

294 filings to the SEC since October 2021: 5 annual reports, 14 quarterly reports, 38 major events, 113 insider forms, 16 large holders, 1 private raises, 107 other. The latest 20:

  1. Oct 2, 20264 PRIMARY DOCUMENT EDGAR
  2. Oct 2, 20264 PRIMARY DOCUMENT EDGAR
  3. Oct 2, 20264 PRIMARY DOCUMENT EDGAR
  4. Oct 2, 20264 PRIMARY DOCUMENT EDGAR
  5. Sep 18, 20268-K EDGAR
  6. Sep 8, 2026DEFA14A DEFINITIVE 14A ADDITIONAL MATERIALS EDGAR
  7. Aug 20, 20268-K EDGAR
  8. Aug 7, 202610-Q QUARTERLY REPORT EDGAR
  9. Aug 7, 2026DEFA14A DEFINITIVE 14A ADDITIONAL MATERIALS EDGAR
  10. Aug 5, 2026DEF 14A DEFINITIVE 14A EDGAR
  11. Jul 23, 2026ARS ANNUAL REPORT TO SECURITY HOLDERS EDGAR
  12. Jul 13, 2026PRE 14A PRELIMINARY 14A EDGAR
  13. Jul 2, 20264 PRIMARY DOCUMENT EDGAR
  14. Jul 2, 20264 PRIMARY DOCUMENT EDGAR
  15. Jul 2, 20264 PRIMARY DOCUMENT EDGAR
  16. Jul 2, 20264 PRIMARY DOCUMENT EDGAR
  17. May 15, 202610-Q QUARTERLY REPORT EDGAR
  18. Apr 2, 20264 PRIMARY DOCUMENT EDGAR
  19. Apr 2, 20264 PRIMARY DOCUMENT EDGAR
  20. Apr 2, 20264 PRIMARY DOCUMENT EDGAR

The 294 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

13 open-market trades by officers, directors and large owners since October 2021: 13 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 6, 2024Dogan TimurChief Technology OfficerBuy68,965$0.29$20.0KForm 4
Sep 6, 2024Dogan MeeshanthiniChief Executive OfficerBuy68,965$0.29$20.0KForm 4
Sep 6, 2024Dogan MeeshanthiniChief Executive OfficerBuy68,965$0.29$20.0KForm 4
Sep 6, 2024Dogan TimurChief Technology OfficerBuy68,965$0.29$20.0KForm 4
Sep 6, 2024Philibert RobertChief Medical OfficerBuy34,075$0.29$9.8KForm 4
Sep 6, 2024Dogan MeeshanthiniChief Executive OfficerBuy68,965$0.29$20.0KForm 4
Sep 6, 2024Dogan MeeshanthiniChief Executive OfficerBuy68,965$0.29$20.0KForm 4
Aug 31, 2023Dogan MeeshanthiniChief Executive OfficerBuy16,481$0.55$9.1KForm 4
Aug 31, 2023Dogan TimurChief Technology OfficerBuy16,481$0.55$9.1KForm 4
Aug 28, 2023Philibert RobertChief Medical OfficerBuy18,000$0.60$10.8KForm 4
Aug 25, 2023Dogan MeeshanthiniChief Executive OfficerBuy1,770$0.56$991Form 4
Aug 25, 2023Dogan TimurChief Technology OfficerBuy1,770$0.56$991Form 4
Aug 24, 2023Philibert RobertChief Medical OfficerBuy16,000$0.60$9.6KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Meeshanthini V. Dogan,38$300.0K$312.3K50
2025Warren Hosseinion,54$300.0K$300.0K50
2025Elisa Luqman,$275.0K$275.0K50
2025Timur Dogan,$250.0K$260.3K50
2024CEO$300.0K$1.3M50
2024CTO$250.0K$761.5K50
2024Chairman$300.0K$375.3K50
2024CFO$275.0K$350.3K50

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$1.0M 2024–2024
Money received by yearMoney received by year, 2024–2024: $1.0M in all. Private raises (Form D) $1.0M.$0$250K$500K$750K$1M2024 · Private raises (Form D): $1.0M2024
Figures by year
YearPrivate raises (Form D)Total
2024$1.0M$1.0M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Feb 2, 2024Raised $1 million in a private offering of equity28 Form D: 7 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Renaissance Technologies LLC49,200$107.7K0.0%+33,852
BlackRock, Inc.34,708$76.0K0.0%No change
Geode Capital Management, LLC26,233$57.4K0.0%−5,944
Vanguard Capital Management LLC20,155$44.1K0.0%No change
Citadel Advisors LLC19,071$41.8K0.0%New
XTX Topco Ltd16,093$35.2K0.0%New
Jane Street Group, LLC11,933$26.1K0.0%−69,350
State Street Corp10,099$22.1K0.0%New
Vanguard Fiduciary Trust Co2,824$6.2K0.0%−1,145
Tower Research Capital LLC (TRC)1,809$4.0K0.0%−383
UBS Group AG656$1.4K0.0%−9,263
Wolverine Asset Management LLC104$2280.0%No change
Morgan Stanley100$2190.0%No change
Osaic Holdings, Inc.16$350.0%No change
SHP Wealth Management16$350.0%No change
SBI Securities Co., Ltd.10$220.0%No change
Wells Fargo & Company/mn2$40.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Cardio Diagnostics Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCardio Diagnostics Holdings, Inc.1
  • CIK0001870144
  • Employer ID (EIN)87-09255744
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)2835 In Vitro & In Vivo Diagnostic Substances1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address311 W. Superior Street, Suite 444, Chicago, IL 606451
  • Phone855-226-99911
  • Shares outstanding2,959,469 as of Aug 7, 202610
  • Public float$5.8M as of Jun 30, 20254
  • AuditorPrager Metis CPAs, LLC, Hackensack, New Jersey PCAOB ID 273; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceJul 20, 20211
  • Filings295 in all: 4 (84), 8-K (36), 3 (18), 10-Q (14), 424B3 (13), CORRESP (12), UPLOAD (12), 4/A (11)1
    All 37 form types

    EFFECT (11), 425 (7), S-4/A (6), SC 13G/A (6), 10-K (5), DEF 14A (5), DEFA14A (5), PRE 14A (5), SC 13G (5), POS AM (4), S-1 (4), S-1/A (4), ARS (3), S-8 (3), SC 13D (3), 424B5 (2), 8-K/A (2), S-3 (2), SC 13D/A (2), SEC STAFF LETTER (2), 25-NSE (1), 424B4 (1), 8-A12B (1), AW (1), CERT (1), D (1), DEL AM (1), DRS (1), S-4 (1)

  • Latest filingsAnnual report (10-K) Mar 13, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) Aug 5, 2026
    Latest 8-K (8-K) Sep 18, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.00001CDIOThe Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of common stockCDIOWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 13, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Cardio Diagnostics Holdings, Inc. names in Item 1A of its 10-K filed Mar 13, 2026: 67 risks under these headings, as written.4

  • Risks Related to Our Limited Operating History and Early Stage of Growth
  • We are a medical diagnostic testing company with a limited operating history and have not yet generated significant revenue from product sales. We have incurred operating losses since our inception and may never achieve or maintain profitability.
  • The healthcare commercialization process is inherently lengthy and subject to regulatory, reimbursement, evidentiary and behavioral factors, which, combined with clinical adoption of novel diagnostic technologies that frequently spans multiple years, results in a lengthy period from initial development to widespread utilization and ultimately to revenue generation, which, in some cases, may span a decade or more.
  • We believe our long-term value as a company will be greater if we focus on growth, which has in the past, and may continue to negatively impact our results of operations in the near term.
  • Our business and the markets in which we operate are new and rapidly evolving, which make it difficult to evaluate our future prospects and the risks and challenges we may encounter.
  • Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.
  • Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.
  • We expect to need to raise additional capital to fund our existing operations or develop and commercialize new services or expand our operations.
  • We may invest in or acquire other businesses, and our business may suffer if we are unable to successfully integrate an acquired business into our company or otherwise manage the growth associated with multiple acquisitions.
  • We may experience difficulties in managing our growth and expanding our operations.
  • Risks Related to our Business and Industry
  • We have an unproven business model with no assurance of significant revenues or operating profit.
The other 57 risks
  • The market for epigenetic tests is fairly new and unproven, and it may decline or experience limited growth, which would adversely affect our ability to fully realize the potential of our platform.
  • The estimates of market opportunity and forecasts of market growth included in this Annual Report on Form 10-K may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
  • If we are not able to enhance or introduce new products that achieve market acceptance and keep pace with technological developments, our business, results of operations and financial condition could be harmed.
  • The success of our business depends on our ability to expand into new vertical markets and attract new customers in a cost-effective manner.
  • Consolidation in the health care industry could have a material adverse effect on our business, financial condition and results of operations.
  • If we are not able to compete effectively, our business and operating results will be harmed.
  • Our business depends on customers increasing their use of our solutions, and we may experience loss of customers or decline in their use of our solutions.
  • Our technologies and products leverage and incorporate AI and machine learning, and their development, maintenance, and operational success are subject to various risks and uncertainties, some of which are beyond our control and may adversely affect our business, results of operations and financial condition, and may also result in reputational harm and liability.
  • Interruptions or performance problems associated with our technology and infrastructure may adversely affect our business and operating results.
  • The security of our solutions, networks or computer systems may be breached, and any unauthorized access to our customer data will have an adverse effect on our business and reputation.
  • Any failure to offer high-quality customer support may adversely affect our relationships with our customers.
  • The information that we provide to our customers could be inaccurate or incomplete, which could harm our business reputation, financial condition, and results of operations.
  • Our proprietary applications may not operate properly, which could damage our reputation, give rise to a variety of claims against us, or divert our resources from other purposes, any of which could harm our business and operating results.
  • If we do not keep pace with technological changes, our solutions may become less competitive, and our business may suffer.
  • Our growth strategy may not prove viable and expected growth and value may not be realized.
  • Market and economic conditions may negatively impact our business, financial condition and stock price.
  • Our success depends upon our ability to adapt to a changing market and our continued development of additional tests and services.
  • Compliance with changing regulation of corporate governance and public disclosure result in significant additional expenses.
  • Risks Related to our Business Operations
  • We could experience losses or liability not covered by insurance.
  • Our future growth could be harmed if we lose the services of our key personnel.
  • If we are unable to hire, retain and motivate qualified personnel, our business will suffer.
  • If we cannot maintain our corporate culture as it grows, we could lose the innovation, teamwork, passion and focus on execution that it believes contribute to its success, and its business may be harmed.
  • We may be unable to manage our growth.
  • Our Board of Directors may change its strategies, policies, and procedures without stockholder approval, and we may become highly leveraged, which may increase our risk of default under our existing or future obligations.
  • We may need to seek alternative business opportunities and change the nature of our business.
  • Any legal proceedings or claims against us could be costly and time-consuming to defend and could harm our reputation regardless of the outcome.
  • Risks Related to our Intellectual Property
  • Our license agreement with the University of Iowa Research Foundation includes a non-exclusive license of “technical information” that potentially could grant unaffiliated third parties access to materials and information considered derivative work made by us, which could be used by such licensees to develop competitive products.
  • We could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect or defend our intellectual property could adversely affect our business, results of operations and financial condition.
  • Assertions by third parties of infringement or other violations by us of its intellectual property rights could result in significant costs and harm our business and operating results.
  • Certain of our core technology is licensed, and that license may be terminated if we were to breach our obligations under the license.
  • Some of our technologies incorporate “open-source” software or other similar licensed technologies, which could become unavailable or subject us to increased costs, delays in production or assessment or litigation.
  • Intellectual property that is in-licensed may have been made using government funding and, thus, may be subject to federal regulations under the Bayh-Dole Act.
  • Risks Related to Government Regulation
  • We conduct business in a heavily regulated industry, and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, financial condition, and results of operations.
  • If the FDA were to begin actively regulating our tests or software, we could incur substantial costs and delays associated with trying to obtain premarket 510(k) clearance, de novo classification, or premarket approval and incur costs associated with complying with post-market controls.
  • If our products do not receive adequate coverage and reimbursement from third-party payors, our ability to expand access to our tests beyond the initial sales channels will be limited and our overall commercial success will be limited.
  • Our products may fail to achieve the degree of market acceptance necessary for commercial success.
  • Risks Related to Customer Privacy, Cybersecurity and Data
  • Our use and disclosure of personally identifiable information, including health information, is subject to federal and state privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our customer base and revenue.
  • Privacy and data security laws and regulations could require us to make changes to our business, impose additional costs on us and reduce the demand for our tests and services.
  • General Risks Affecting Our Company
  • A pandemic, epidemic or outbreak of an infectious disease in the United States or worldwide, including the re-emergence of the novel strain of coronavirus disease, COVID-19, could adversely affect our business.
  • Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results or financial condition.
  • Risks Related to Our Securities
  • We are an “emerging growth company” and “smaller reporting company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.
  • Our stock price may be volatile and may decline regardless of our operating performance.
  • An active trading market for our Common Stock may not be created or sustained.
  • Future sales of Common Stock in the public market could cause our share price to decline significantly, even if our business is doing well.
  • If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business, or our market, or if they change their recommendations regarding our Common Stock adversely, the trading price or trading volume of our Common Stock could decline.
  • Delaware law and provisions in our Charter and Bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our Common Stock.
  • Our Bylaws provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between the Company and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or our directors, officers or employees.
  • We do not intend to pay dividends for the foreseeable future.
  • We may issue additional shares of our Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our Common Stock.
  • We may redeem the Public Warrants and the Sponsor Warrants prior to their exercise at a time that is disadvantageous to you, as a warrant holder, thereby making your Public Warrants or Sponsor Warrants worthless.
  • Exercise of our Warrants is dependent upon the trading price of our Common Stock. Because of the disparity between the current stock price and the respective Warrant exercise prices, the Warrants may never be in the money and may expire worthless.
  • The Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company.
  • Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.
  • If we fail to comply with the rules under Sarbanes-Oxley related to accounting controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult.
  • We will need to grow the size of our organization and may experience difficulties in managing this growth.
  • There can be no assurance that we will be able to comply with the continued listing standards of Nasdaq, and delisting of our securities could become more likely if a proposed Nasdaq rule currently being considered is adopted, as expected .
  • We may acquire other companies or technologies, which could divert our management’s attention, result in dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results.

Legal proceedings

We are not currently a party to any material litigation or other legal proceedings brought against us.

The opening of Item 3, Legal Proceedings.4

Sources

The numbers on this page point here. Each one links to the record it came from.

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    SEC EDGAROther events
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50