Cardio Diagnostics Holdings, Inc.
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 6, 2026
CDIO$1.65-1.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001079973-26-001016
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001079973-26-001435
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 100 previous paragraphs and 100 current paragraphs.
66 unchanged; 28 reworded; 5 added; 5 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Comparisons for the nine months ended September 30, 2026 and 2025:
Current report
General and administrative expense for the three months ended September 30, 2026 included payroll and related costs of $350,708, rent and other facility costs of $89,565, legal and professional fees of $169,686, consulting and contractor fees of $116,582, insurance expense of $155,546, filing fees of $30,840, transfer agent fees of $22,227, software and web computing expenses of $134,573, board compensation of $49,338, franchise tax of $123,650 and general corporate overhead expenses of $99,907.
Current report
General and administrative expense for the three months ended September 30, 2025 included payroll and related costs of $351,238, rent and other facility costs of $67,231, legal and professional fees of $258,796, consulting and contractor fees of $167,012, insurance expense of $158,323, filing fees of $29,410, transfer agent fees of $11,314, software and web computing expenses of $105,620, board compensation of $49,762, investor relations expense of $1,448, franchise tax of $15, and general corporate overhead expenses of $126,876.
Current report
General and administrative expense for the nine months ended September 30, 2026 included payroll and related costs of $1,059,375, rent and other facility costs of $268,849, legal and professional fees of $513,492, consulting and contractor fees of $372,951, insurance expense of $443,514, filing fees of $63,515, transfer agent fees of $38,452, software and web computing expenses of $370,182, board compensation of $148,422, investor relations expense of $38,092, franchise tax expense of $302,117 and general corporate overhead expenses of $323,960.
Current report
General and administrative expense for the nine months ended September 30, 2025 included payroll and related costs of $1,041,766, rent and other facility costs of $223,085, legal and professional fees of $770,060, consulting and contractor fees of $424,440, insurance expense of $473,153, filing fees of $71,700, transfer agent fees of $23,250, software and web computing expenses of $355,213, board compensation of $149,152, investor relations expense of $8,948, franchise tax of $240, and general corporate overhead expenses of $360,642.
Removed paragraphs (5)
Previous report
Cardio had $8,040 and $8,415 in revenue for the six months ended June 30, 2026 and 2025, respectively.
Previous report
General and administrative expense for the three months ended June 30, 2026 included payroll and related costs of $354,712, rent and other facility costs of $93,727, legal and professional fees of $114,551, consulting and contractor fees of $111,534, insurance expense of $141,614, filing fees of $15,425, transfer agent fees of $6,115, software and web computing expenses of $145,584, board compensation of $49,351, and general corporate overhead expenses of $112,189.
Previous report
General and administrative expense for the three months ended June 30, 2025 included payroll and related costs of $345,031, rent and other facility costs of $89,461, legal and professional fees of $209,744, consulting and contractor fees of $165,905, insurance expense of $158,263, filing fees of $22,159, transfer agent fees of $5,554, software and web computing expenses of $101,723, board compensation of $49,778, investor relations expense of $3,750, and general corporate overhead expenses of $144,935.
Previous report
General and administrative expense for the six months ended June 30, 2026 included payroll and related costs of $708,667, rent and other facility costs of $179,284, legal and professional fees of $343,806, consulting and contractor fees of $256,369, insurance expense of $287,968, filing fees of $32,675, transfer agent fees of $16,225, software and web computing expenses of $235,609, board compensation of $99,084, investor relations expense of 38,092, franchise tax expense of $178,467 and general corporate overhead expenses of $224,053.
Previous report
General and administrative expense for the six months ended June 30, 2025 included payroll and related costs of $690,528, rent and other facility costs of $155,854, legal and professional fees of $511,264, consulting and contractor fees of $326,707, insurance expense of $314,830, filing fees of $42,290, transfer agent fees of $11,936, software and web computing expenses of $180,314, board compensation of $99,390, investor relations expense of $7,500, franchise tax of $225, and general corporate overhead expenses of $233,766.
Reworded paragraphs (28)
Previous wording
The following discussion and analysis provide information that Cardio’s management believes is relevant to an assessment and understanding of Cardio’s results of operations and financial condition. You should read the following discussion and analysis of Cardio’s results of operations and financial condition together with its unaudited condensed consolidated financial statements and related notes to those statements included elsewhere in this Quarterly Report on Form 10-Q, and its audited consolidated financial statements and related notes to those statements included in the Company’s 2025 Annual Report on Form 10-K that was filed on March 13, 2026 (the “2025 Form 10-K”). In addition to historical financial information, this discussion contains forward-looking statements based upon Cardio’s current expectations that involve risks and uncertainties, including those described in the section titled, “Special Note About Forward-Looking Statements,” above. Cardio’s actual results could differ materially from such forward-looking statements as a result of various factors, including those set forth under “Risk Factors” in the 2025 Form 10-K (Item 1A therein), as well as in Item 1A of Part II of this Quarterly Report on Form 10-Q. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Current wording
The following discussion and analysis provide information that Cardio’s management believes is relevant to an assessment and understanding of Cardio’s results of operations and financial condition. You should read the following discussion and analysis of Cardio’s results of operations and financial condition together with its unaudited condensed consolidated financial statements and related notes to those statements included elsewhere in this Quarterly Report on Form 10-Q, and its audited consolidated financial statements and related notes to those statements included in the Company’s 2025 Annual Report on Form 10-K that was filed on March 13, 2026 (the “2025 Form 10-K”). In addition to historical financial information, this discussion contains forward-looking statements based upon Cardio’s current expectations that involve risks and uncertainties, including those described in the section titled, “Special Note About Forward-Looking Statements,” above. Cardio’s actual results could differ materially from such forward-looking statements as a result of various factors, including those set forth under “Risk Factors” in the 2025 Form 10-K (Item 1A therein), as well as in Item 1A of Part II of the Quarterly Report on Form 10-Q for
Previous wording
Cardio believes that it is the first company to develop and commercialize epigenetics-based clinical tests for cardiovascular disease that have clear value propositions for multiple stakeholders including (1) patients, (2) clinicians, (3) hospitals/health systems, (4) employers, and (5) payors. According to the CDC, epigenetics is the study of how a person’s behaviors and environment can cause changes that affect the way a person’s genes work. Unlike genetic changes, epigenetic changes are reversible and do not change one’s DNA sequence, but they can change how a person’s body reads a DNA sequence.
Current wording
Cardio believes that it is the first company to develop and commercialize epigenetics-based clinical tests for cardiovascular disease that have clear value propositions for multiple stakeholders including (1) patients, (2) clinicians, (3) hospitals/health systems, (4) employers, and (5) payers. According to the CDC, epigenetics is the study of how a person’s behaviors and environment can cause changes that affect the way a person’s genes work. Unlike genetic changes, epigenetic changes are reversible and do not change one’s DNA sequence, but they can change how a person’s body reads a DNA sequence.
Previous wording
By leveraging our AI-driven Multi-Omics Engine, Cardio developed and launched two physician-prescribed blood tests, which included conducting rigorous studies and validation. The first test, Epi+Gen CHD™, can predict a patient’s risk for having a CHD event, including a heart attack. The second test, PrecisionCHD™, can detect molecular signals associated with the presence of coronary heart disease. The PrecisionCHD™ test is coupled to Actionable Clinical Intelligence (“ACI”), a platform that offers epigenetic insights to clinicians prescribing the test to help personalize patient management. We believe that our Epi+Gen CHD™ and PrecisionCHD™ tests are categorized as laboratory-developed tests, or “LDTs.” Cardio is actively pursuing payer coverage and reimbursement for these tests, which would be necessary to significantly increase testing volume and revenue growth. Currently, we have secured reimbursement codes from the American Medical Association for both tests, 0439U for Epi+Gen CHD and 0440U for PrecisionCHD. We have also secured gapfill payment rates for both tests from the Centers of Medicare and Medicaid Services (CMS) of $854 per test for both tests. The Company is continuing its efforts related to payer coverage and reimbursement, including pursuing Medicare coverage and in the quarter ended June 30, 2026, the Company established the ability to submit out-of-network claims to commercial payers, secured its first coverage by Atlas Healthcare Physicians (AHP), a community-driven, independent physician association (IPA) based in Southern California. AHP started covering Cardio’s tests, Epi+Gen CHD™ and PrecisionCHD™, for their members with prior authorization in May 2026. AHP consists of an expansive network of primary care and specialists, hospitals, and ancillary providers serving managed care populations across Los Angeles and Orange County.
Current wording
By leveraging our AI-driven Multi-Omics Engine, Cardio developed and launched two physician-prescribed blood tests, which included conducting rigorous studies and validation. The first test, Epi+Gen CHD™, can predict a patient’s risk for having a CHD event, including a heart attack. The second test, PrecisionCHD™, can detect molecular signals associated with the presence of coronary heart disease. The PrecisionCHD™ test is coupled to Actionable Clinical Intelligence (“ACI”), a platform that offers epigenetic insights to clinicians prescribing the test to help personalize patient management. We believe that our Epi+Gen CHD™ and PrecisionCHD™ tests are categorized as laboratory-developed tests, or “LDTs.” Cardio is actively pursuing payer coverage and reimbursement for these tests, which would be necessary to significantly increase testing volume and revenue growth. Currently, we have secured reimbursement codes from the American Medical Association for both tests, 0439U for Epi+Gen CHD and 0440U for PrecisionCHD. We have also secured gapfill payment rates for both tests from the Centers of Medicare and Medicaid Services (CMS) of $854 per test for both tests. The Company is continuing its efforts related to payer coverage and reimbursement, including pursuing Medicare coverage. The Company has established the ability to submit out-of-network claims to commercial payers, and secured its first coverage by Atlas Healthcare Physicians (AHP), a community-driven, independent physician association (IPA) based in Southern California. AHP started covering Cardio’s tests, Epi+Gen CHD™ and PrecisionCHD™, for their members with prior authorization in May 2026. AHP consists of an expansive network of primary care and specialists, hospitals, and ancillary providers serving managed care populations across Los Angeles and Orange County.
Previous wording
In parallel, Cardio’s go-to-market strategy is targeted towards segments and stakeholders that do not rely heavily on payer reimbursement. The majority of our current efforts include offering the tests via: 1) telemedicine for patients willing to pay for testing out-of-pocket, 2) smaller and more innovative provider practices such as functional medicine and concierge medicine practices, 3) employer organizations and unions that are interested in reducing costs and risks related to cardiovascular disease, and improving the health of their employee population, and 4) engaging benefit brokers and consultants to help identify employers invested in or looking to invest in cardiovascular disease prevention and early detection. Despite long partnership and sales cycles, in some instance as long as 24 months, Cardio has been able to increase the number of provider and other organizations offering its tests and has continued the development of a more robust sales and partnership pipeline. In the quarter ended June 30, 2026, Cardio increased the number of provider organizations offering our tests to their patients, increased engagement and re-engagement efforts of providers, and continued to showcase our products to employers, unions, and benefit brokers at leading conferences.
Current wording
In parallel, Cardio’s go-to-market strategy is targeted towards segments and stakeholders that do not rely heavily on payer reimbursement. The majority of our current efforts include offering the tests via: 1) telemedicine for patients willing to pay for testing out-of-pocket, 2) smaller and more innovative provider practices such as functional medicine and concierge medicine practices, 3) employer organizations and unions that are interested in reducing costs and risks related to cardiovascular disease, and improving the health of their population, and 4) engaging benefit brokers and consultants to help identify employers invested in or looking to invest in cardiovascular disease prevention and early detection. Despite long partnership and sales cycles, in some instance as long as 24 months, Cardio has been able to increase the number of provider and other organizations offering its tests quarter after quarter, and has continued the development of a more robust sales and partnership pipeline. In the quarter ended September 30, 2026, Cardio increased the number of provider organizations offering our tests to their patients, increased engagement and re-engagement efforts of providers, and continued to showcase our products to employers, unions, and benefit brokers.
Previous wording
To further diversify our go-to-market strategy, the Company continues to explore new market opportunities in the US and internationally. The first such market outside of the US is India via an agreement entered into with Aimil Ltd. and Dr. LalPathLabs, that was announced in early 2026. In the quarter ended June 30, 2026, the Company made progress in its implementation in India with initial shipment of Company proprietary reagents to Aimil Ltd and Dr. Lal Path Labs. The Company is also engaged in discussions related to other potential international expansions.
Current wording
To further diversify our go-to-market strategy, the Company continues to explore new market opportunities in the US and internationally. The first such market outside of the US is India via an agreement entered into with Aimil Ltd. and Dr. LalPathLabs, that was announced in early 2026. The Company completed its initial shipment of proprietary reagents to Aimil Ltd and Dr. Lal Path Labs in the first half of 2026. In the quarter ended September 30, 2026, the Company made additional progress in its implementation in India with the engagement of physicians to educate them about its PrecisionCHD test for patients. The Company is also engaged in discussions related to other potential international expansions.
Previous wording
On July 22, 2026, the SEC adopted a final rule implementing a proposed revision to Nasdaq’s requirements for continued listing on Nasdaq. The rule, implemented through Nasdaq Rules 5450(a)(3) and 5550(a)(6), would require Nasdaq-listed companies to maintain at least $5 million in market value of listed securities (“MVLS”), with an immediate suspension and delisting framework if the requirement is not met for 30 consecutive business days. Unlike most Nasdaq listing standards, the rule provides for no cure period and very limited appeal rights. On July 29, 2026, the SEC temporarily stayed the July 22 order after receiving multiple notices of intention to petition review of the delegated action from parties that would likely be impacted by the new rule. The stay will remain in effect until further order of the SEC. The Company is closely monitoring its MVLS and preparing for next steps, should they become necessary. If our securities are delisted from Nasdaq for failure to meeting the continuing MVLS listing standard, our securities will trade on the OTC market and we anticipate that raising needed capital will become more difficult.
Current wording
On July 22, 2026, the SEC adopted a final rule implementing a proposed revision to Nasdaq’s requirements for continued listing on Nasdaq. The rule, implemented through Nasdaq Rules 5450(a)(3) and 5550(a)(6), would require Nasdaq-listed companies to maintain at least $5 million in market value of listed securities (“MVLS”), with an immediate suspension and delisting framework if the requirement is not met for 30 consecutive business days. Unlike most Nasdaq listing standards, the rule provides for no cure period and very limited appeal rights. On July 29, 2026, the SEC temporarily stayed the July 22 order after receiving multiple notices of intention to petition review of the delegated action from parties that would likely be impacted by the new rule. The stay remains in effect until further order of the SEC. The Company is closely monitoring its MVLS and preparing for next steps, should they become necessary. If our securities are delisted from Nasdaq for failure to meeting the continuing MVLS listing standard, our securities will trade on the OTC market and we anticipate that raising needed capital will become more difficult.
Previous wording
The following table presents summary of consolidated operating results for the six-month periods indicated:
Current wording
The following table presents summary of consolidated operating results for the nine-month periods indicated:
Previous wording
Cardio’s net loss for the three months ended June 30, 2026 was $1,501,468 as compared to $1,683,199 for the three months ended June 30, 2025, a decrease of $181,731. The decrease in net loss was primarily the result of a decrease in R&D, Selling, General and Administrative expenses in 2026.
Current wording
Cardio’s net loss for the three months ended September 30, 2026 was $1,732,331 as compared to $1,714,536 for the three months ended September 30, 2025, an increase of $17,795. The increase in net loss was primarily the result of an increase in Selling, and General and Administrative expenses in 2026.
Previous wording
Cardio’s net loss for the six months ended June 30, 2026 was $3,289,626 as compared to $3,318,263 for the six months ended June 30, 2025, a decrease of $28,637. The decrease in net loss was primarily the result of a decrease in amortization expense.
Current wording
Cardio’s net loss for the nine months ended September 30, 2026 was $5,021,957 as compared to $5,032,799 for the nine months ended September 30, 2025, a decrease of $10,842. The decrease in net loss was primarily the result of a decrease in amortization expense.
Previous wording
Cardio had $5,360 and $7,475 in revenue for the three months ended June 30, 2026 and 2025, respectively. The decrease in revenue was noted in Q1 as a result of the conclusion of the Family Medicine Specialists’ Heart Attack Prevention testing initiative. Additional providers have been and are continuing to be onboarded as noted by Q2 revenue.
Current wording
Cardio had $3,590 and $2,855 in revenue for the three months ended September 30, 2026 and 2025, respectively. The increase in revenue was the result of additional providers onboarded. Cardio had $11,630 and $11,270 in revenue for the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
Expenses related to sales and marketing for the three months ended June 30, 2026, were $190,183 as compared to $202,850 for the three months ended June 30, 2025, a decrease of $12,667. The overall decrease was due to a decrease in sales and marketing efforts in the second quarter of 2026.
Current wording
Expenses related to sales and marketing for the three months ended September 30, 2026, were $210,898 as compared to $192,703 for the three months ended September 30, 2025, an increase of $18,195. The overall increase was due to an increase in sales and marketing efforts in the third quarter of 2026.
Previous wording
Expenses related to sales and marketing for the six months ended June 30, 2026, were $386,895 as compared to $391,827 for the six months ended June 30, 2025, a decrease of $4,932. The overall decrease was due to a decrease in sales and marketing efforts in the second quarter of 2026. We expect our sales and marketing costs to increase with the ongoing implementation in India.
Current wording
Expenses related to sales and marketing for the nine months ended September 30, 2026, were $597,793 as compared to $584,530 for the nine months ended September 30, 2025, increase of $13,263. The overall increase was due to an increase in sales and marketing efforts in the second quarter of 2026. We expect our sales and marketing costs to increase with the ongoing implementation in India, and other planned international expansions.
Previous wording
Research and development expense for the three months ended June 30, 2026 was $162,929 as compared to $178,536 for the three months ended June 30, 2025, a decrease of $15,607 due to a decrease in lab processing.
Current wording
Research and development expense for the three months ended September 30, 2026 was $174,250 as compared to $189,049 for the three months ended September 30, 2025, a decrease of $14,799 due to the decrease in costs associated with processing patient samples at our internal CLIA lab as opposed to working with a third-party CLIA lab.
Previous wording
Research and development expense for the six months ended June 30, 2026 was $292,705 as compared to $297,320 for the six months ended June 30, 2025, a slight decrease of $4,615. The overall decrease was due to a decrease in lab processing offset by the increase in research and development personnel in the second quarter of 2026. We expect our research and development costs to increase with ongoing and planned studies to generate additional clinical and economic evidence, and to support reimbursement conversations with payers.
Current wording
Research and development expense for the nine months ended September 30, 2026 was $466,955 as compared to $486,369 for the nine months ended September 30, 2025, a decrease of $19,414. The overall decrease was due to a decrease in lab processing offset by the increase in research and development personnel in the second quarter of 2026. We expect our research and development costs to increase with ongoing and planned studies to generate additional clinical and economic evidence, and to support reimbursement conversations with payers.
Previous wording
General and administrative expenses for the three months ended June 30, 2026, were $1,144,802 as compared to $1,296,303 for the three months ended June 30, 2025, a decrease of $151,501. The overall decrease is primarily due to a decrease in legal and professional expense, consulting and contracting expense, and insurance expenses in 2026.
Current wording
General and administrative expenses for the three months ended September 30, 2026, were $1,342,622 as compared to $1,327,045 for the three months ended September 30, 2025, an increase of $15,577. The overall increase is primarily due to an increase in rent and facility expenses, software and web computing fees, and annual franchise taxes expenses, offset by a decrease in legal and professional expense, consulting and contracting expense, and insurance expenses in 2026.
Previous wording
General and administrative expenses for the six months ended June 30, 2026, were $2,600,299 as compared to $2,574,604 for the six months ended June 30, 2025, an increase of $25,695. The overall increase is primarily due to an increase in rent and facility expenses, software and web computing fees, investor relations expense, and annual franchise taxes expenses, offset by a decrease in legal and professional expense, consulting and contracting expense, and insurance expenses in 2026.
Current wording
General and administrative expenses for the nine months ended September 30, 2026, were $3,942,921 as compared to $3,901,649 for the nine months ended September 30, 2025, an increase of $41,272. The overall increase is primarily due to an increase in rent and facility expenses, software and web computing fees, investor relations expense, and annual franchise taxes expenses, offset by a decrease in legal and professional expense, consulting and contracting expense, and insurance expenses in 2026.
Previous wording
We expect our general corporate overhead to remain relatively flat. However, we expect an increase in payroll and related costs and other facility costs, including furnishing the laboratory facility, capital expenditure of laboratory equipment, and other laboratory materials, and costs associated with securing a new office lease. Additionally, as a public company, we expect to have to comply with changing legal and exchange requirements, including as to regulations of the SEC and the continued listing requirements of the Nasdaq Capital Market. We incur additional annual expenses related to these matters and, among other things, additional directors’ and officers’ liability insurance, directors’ fees, reporting requirements of the SEC, transfer agent fees, increased auditing and legal fees and similar expenses.
Current wording
We expect our general corporate overhead to remain relatively flat. However, we expect an increase in payroll and related costs and other facility costs, including capital expenditure of laboratory equipment, and other laboratory materials, and costs associated with securing a new office lease. Additionally, as a public company, we expect to have to comply with changing legal and exchange requirements, including as to regulations of the SEC and the continued listing requirements of the Nasdaq Capital Market. We incur additional annual expenses related to these matters and, among other things, additional directors’ and officers’ liability insurance, directors’ fees, reporting requirements of the SEC, transfer agent fees, increased auditing and legal fees and similar expenses.
Previous wording
Patents are amortized over their estimated useful lives of approximately 14 and 15 years, respectively. Amortization expense related to patents charged to operations was $5,593 and $7,152 for the three months ended June 30, 2026 and 2025, respectively and $11,125 and $48,590 for the six months ended June 30, 2026 and 2025, respectively. The amortization for the three and six months ended June 30, 2025 also included $1,333 and $5,333 respectively amortization for intangible assets, which has been fully amortized during 2025.
Current wording
Patents are amortized over their estimated useful lives of approximately 14 and 15 years, respectively. Amortization expense related to patents charged to operations was $5,979 and $5,655 for the three months ended September 30, 2026 and 2025, respectively and $17,104 and $54,245 for the nine months ended September 30, 2026 and 2025, respectively. The amortization for the nine months ended September 30, 2025 also included $5,333 amortization for intangible assets, which has been fully amortized during 2025.
Previous wording
Total other expense for the three months ended June 30, 2026, was $(3,321) as compared to $(4,500) for the three months ended June 30, 2025. The total other expense for the three months ended June 30, 2026, consists of interest expense of $3,440, net of interest income of $119. The total other expense for the three months ended June 30, 2025, consists of interest expense of $4,690, net of interest income of $190.
Current wording
Total other expense for the three months ended September 30, 2026, was $(2,172) as compared to $(2,939) for the three months ended September 30, 2025. The total other expense for the three months ended September 30, 2026, consists of interest expense of $2,293 net of interest income of $121. The total other expense for the three months ended September 30, 2025, consists of interest expense of $3,128, net of interest income of $189.
Previous wording
Total other expense for the six months ended June 30, 2026, was $(6,642) as compared to $(9,004) for the six months ended June 30, 2025. The total other expense for the six months ended June 30, 2026, consists of interest expense of $6,879, net of interest income of $237. The total other expense for the six months ended June 30, 2025, consists of interest expense of $9,381, net of interest income of $377.
Current wording
Total other expense for the nine months ended September 30, 2026, was $(8,814) as compared to $(11,943) for the nine months ended September 30, 2025. The total other expense for the nine months ended September 30, 2026, consists of interest expense of $9,172, net of interest income of $358. The total other expense for the nine months ended September 30, 2025, consists of interest expense of $12,509, net of interest income of $566.
Previous wording
The exercise prices of our currently outstanding warrants range from a high of $345 to a low of $53.40 (a high of $11.50 to a low of $1.78 before the Reverse Stock Split) (subject to adjustment) per share of Common Stock. The likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we might receive, is dependent upon the trading price of our Common Stock, the last reported sales price for which was $1.66 on August 6, 2026. If the trading price of our Common Stock is less than the respective exercise prices of our outstanding warrants, which has been the case for a substantial period of time, we believe holders of any of our warrants will be unlikely to exercise their warrants. It is unlikely that the warrants will be in the money prior to their respective expiration dates, and as such, the warrants may expire worthless, and we may receive no proceeds from the exercise of warrants. Given the current differential between the trading price of our Common Stock and the Warrant exercise prices and the volatility of our stock price, we are not making strategic business decisions based on an expectation that we will receive any cash from the exercise of warrants. However, we will use any cash proceeds received from the exercise of warrants for general corporate and working capital purposes, which would increase our liquidity. We will continue to evaluate the probability of warrant exercises and the merit of including potential cash proceeds from the exercise of the warrants in our future liquidity projections.
Current wording
The exercise prices of our currently outstanding warrants range from a high of $345 to a low of $53.40 (a high of $11.50 to a low of $1.78 before the Reverse Stock Split) (subject to adjustment) per share of Common Stock. The likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we might receive, is dependent upon the trading price of our Common Stock, the last reported sales price for which was $1.645 on November 4, 2026. If the trading price of our Common Stock is less than the respective exercise prices of our outstanding warrants, which has been the case for a substantial period of time, we believe holders of any of our warrants will be unlikely to exercise their warrants. It is unlikely that the warrants will be in the money prior to their respective expiration dates, and as such, the warrants may expire worthless, and we may receive no proceeds from the exercise of warrants. Given the current differential between the trading price of our Common Stock and the Warrant exercise prices and the volatility of our stock price, we are not making strategic business decisions based on an expectation that we will receive any cash from the exercise of warrants. However, we will use any cash proceeds received from the exercise of warrants for general corporate and working capital purposes, which would increase our liquidity. We will continue to evaluate the probability of warrant exercises and the merit of including potential cash proceeds from the exercise of the warrants in our future liquidity projections.
Previous wording
Cash at June 30, 2026 totaled $5,586,697 as compared to $5,110,630 at December 31, 2025, an increase of $476,067. The following table shows Cardio’s cash flows from operating activities, investing activities and financing activities for the stated periods.
Current wording
Cash at September 30, 2026 totaled $3,942,882 as compared to $5,110,630 at December 31, 2025, a decrease of $1,167,748. The following table shows Cardio’s cash flows from operating activities, investing activities and financing activities for the stated periods.
Previous wording
Cash used in operating activities for the six months ended June 30, 2026 was $2,904,576 as compared to $2,971,566 for the six months ended June 30, 2025. The cash used in operations during the six months ended June 30, 2026 is a function of net loss of $3,289,626 adjusted for the following non-cash operating items: depreciation of $88,523, amortization of $101,570, $49,085 in stock-based compensation, a decrease of $4,221 in accounts receivable, a decrease of $232,590 in prepaid expenses and other current assets, an increase of $32,640 in accounts payable and accrued expenses and a decrease in lease liability of $123,579.
Current wording
Cash used in operating activities for the nine months ended September 30, 2026 was $4,420,474 as compared to $4,364,984 for the nine months ended September 30, 2025. The cash used in operations during the nine months ended September 30, 2026 is a function of net loss of $5,021,957 adjusted for the following non-cash operating items: depreciation of $132,805, amortization of $153,812, $73,423 in stock-based compensation, a decrease of $4,576 in accounts receivable, a decrease of $394,136 in prepaid expenses and other current assets, an increase of $29,677 in accounts payable and accrued expenses and a decrease in lease liability of $186,946.
Previous wording
The cash used in operations during the six months ended June 30, 2025 is a function of net loss of $3,318,263 adjusted for the following non-cash operating items: depreciation of $75,441, amortization of $139,022, $61,390 in stock-based compensation, a decrease of $5,685 in accounts receivable, a decrease of $220,762 in prepaid expenses and other current assets, a decrease of $38,937 in accounts payable and accrued expenses and a decrease in lease liability of $116,666.
Current wording
The cash used in operations during the nine months ended September 30, 2025 is a function of net loss of $5,032,799 adjusted for the following non-cash operating items: depreciation of $115,843, amortization of $188,208, $86,152 in stock-based compensation, a decrease of $7,391 in accounts receivable, a decrease of $383,650 in prepaid expenses and other current assets, an increase of $63,073 in accounts payable and accrued expenses and a decrease in lease liability of $176,502.
Previous wording
Cash used in investing activities for the six months ended June 30, 2026 was $110,485 compared to $83,132 for the six months ended June 30, 2025. The cash used in investing activities for the six months ended June 30, 2026 and 2025 was due to purchases of property and equipment and patent costs incurred.
Current wording
Cash used in investing activities for the nine months ended September 30, 2026 was $170,954 compared to $340,951 for the nine months ended September 30, 2025. The cash used in investing activities for the nine months ended September 30, 2026 and 2025 was due to purchases of property and equipment and patent costs incurred.
Previous wording
Cash provided by financing activities for the six months ended June 30, 2026 was $3,491,128 as compared to $3,193,711 for the six months ended June 30, 2025. Cash provided by financing activities for the six months ended June 30, 2026 was due to $3,693,470 in net proceeds from the sale of common stock offset by $202,342 in payments of finance agreement. Cash provided by financing activities for the six months ended June 30, 2025 was due to $3,423,784 in net proceeds from the sale of common stock offset by $230,073 in payments of finance agreement.
Current wording
Cash provided by financing activities for the nine months ended September 30, 2026 was $3,423,680 as compared to $3,233,666 for the nine months ended September 30, 2025. Cash provided by financing activities for the nine months ended September 30, 2026 was due to $3,693,470 in net proceeds from the sale of common stock offset by $269,790 in payments of finance agreement. Cash provided by financing activities for the nine months ended September 30, 2025 was due to $3,540,430 in net proceeds from the sale of common stock offset by $306,764 in payments of finance agreement.
Previous wording
The Company has a worldwide exclusive license agreement with the University of Iowa Research Foundation (UIRF) relating to its patent and patent-pending technology (the “Exclusive License Agreement”). Under the terms of the Exclusive License Agreement, the Company will have to pay each of: (1) 1% of either: (i) the aggregate consideration (and trailing consideration, if any) for a liquidation event; or (ii) pre-money valuation for an initial public offering, (the “Equity Rights”) (2) 2% of annual net sales, and (3) 15% of non-royalty fees paid to licensee if it enters into one or more sublicensing agreements. Upon the Closing of the Business Combination, the Company issued 3,639 (109,170 prior to the Reverse Stock Split) Shares of Common Stock to UIRF in accordance with the Equity Rights under the Exclusive License Agreement. The Company has had minimal sales of $76,671 to date and has paid 2% or approximately $1,780 in total royalty fees to UIRF under the exclusive license.
Current wording
The Company has a worldwide exclusive license agreement with the University of Iowa Research Foundation (UIRF) relating to its patent and patent-pending technology (the “Exclusive License Agreement”). Under the terms of the Exclusive License Agreement, the Company will have to pay each of: (1) 1% of either: (i) the aggregate consideration (and trailing consideration, if any) for a liquidation event; or (ii) pre-money valuation for an initial public offering, (the “Equity Rights”) (2) 2% of annual net sales, and (3) 15% of non-royalty fees paid to licensee if it enters into one or more sublicensing agreements. Upon the Closing of the Business Combination, the Company issued 3,639 (109,170 prior to the Reverse Stock Split) Shares of Common Stock to UIRF in accordance with the Equity Rights under the Exclusive License Agreement. The Company has had minimal sales of $80,261 to date and has paid 2% or approximately $1,780 in total royalty fees to UIRF under the exclusive license.
Previous wording
Our senior management has reviewed the critical accounting policies and estimates with the Audit Committee of our Board of Directors. For a description of the Company’s critical accounting policies and estimates, refer to “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our most recent Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 13, 2026. Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. If actual results were to differ significantly from estimates made, the reported results could be materially affected. There were no significant changes to our critical accounting policies and estimates during the three and six months ended June 30, 2026.
Current wording
Our senior management has reviewed the critical accounting policies and estimates with the Audit Committee of our Board of Directors. For a description of the Company’s critical accounting policies and estimates, refer to “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our most recent Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 13, 2026. Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. If actual results were to differ significantly from estimates made, the reported results could be materially affected. There were no significant changes to our critical accounting policies and estimates during the three and nine months ended September 30, 2026.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
the six months ended June 30, 2026, filed with the SEC on August 7, 2026. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Comparisons for the six months ended June 30, 2026 and 2025: