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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cardio Diagnostics Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 5, 2025 |
As filed with the U.S. Securities and Exchange Commission on September 5, 2025. As filed with the U.S. Securities and Exchange Commission on September 5, 2025. Registration No. 333-268759 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6770 87-0925574 (State |
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| September 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| September 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 27, 2025 |
CARDIO DIAGNOSTICS HOLDINGS, INC. 2024 ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41097 Cardio Diagno |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 28, 2025 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (Comm |
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| May 16, 2025 |
Correspondence Cardio Diagnostics Holdings Inc 311 W Superior St, Ste 444 Chicago, IL 60654 (855) 226 9991 info@cardiodiagnosticsinc. |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41097 Cardio Diagn |
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| May 13, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARDIO DIAGNOSTICS HOLDINGS, INC. Cardio Diagnostics Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: FIRST: Effective upon the filing of this amendment (the “Eff |
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| May 13, 2025 |
CARDIO DIAGNOSTICS HoldingS, INC. ANNOUNCES 1-for-30 reverse stock split Exhibit 99.1 CARDIO DIAGNOSTICS HoldingS, INC. ANNOUNCES 1-for-30 reverse stock split CHICAGO, IL − (Business Wire) – May 8, 2025 – Cardio Diagnostics Holdings, Inc. (“Cardio” or the “Company”) (NASDAQ: CDIO), today announced a 1-for-30 reverse stock split of its common stock effective with the market opening on May 13, 2025. The reverse stock split will take effect immediately after the close of |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 12, 2025 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (Comm |
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| May 7, 2025 |
Cardio Diagnostics Holdings Inc. 311 W Superior St, Ste 444 Chicago, IL 60654 (855) 226 9991 Correspondence Cardio Diagnostics Holdings Inc. 311 W Superior St, Ste 444 Chicago, IL 60654 (855) 226 9991 May 7, 2025 VIA EDGAR Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission Attention: Bonnie Baynes, Angela Connell Re: Cardio Diagnostics Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-41097 Set forth bel |
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| April 8, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Cardio Diagnostics Holdings, Inc. |
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| April 8, 2025 |
As filed with the Securities and Exchange Commission on April 8, 2025 As filed with the Securities and Exchange Commission on April 8, 2025 Registration No. |
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| March 25, 2025 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-268759 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated September 5, 2024) CARDIO DIAGNOSTICS HOLDINGS, INC. Up to 11,783,256 Shares of Common Stock Up to 3,486,686 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 236,686 Warrants to Purchase Common Stock This prospectus supplement No. 1 (the “Prospectus Supplement”) updates, ame |
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| March 25, 2025 |
CARDIO DIAGNOSTICS HOLDINGS, INC. Up to 1,235,939 Shares of Common Stock Filed pursuant to Rule 424(b)(3) Registration No. 333-283419 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated December 3, 2024) CARDIO DIAGNOSTICS HOLDINGS, INC. Up to 1,235,939 Shares of Common Stock This prospectus supplement No. 1 (the “Prospectus Supplement”) updates, amends and supplements the prospectus dated December 3, 2024 (the “Prospectus”), which forms a part of our Registration Stateme |
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| March 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41097 CARDIO DIAGNOSTICS HO |
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| March 20, 2025 |
Securities Insider Trading Policy Exhibit 19.1 CARDIO DIAGNOSTICS HOLDINGS INC. SECURITIES TRADING POLICY I. Introduction Federal and state securities laws make it illegal for anyone to trade in a company’s securities while in possession of material, nonpublic information relating to that company. This conduct is referred to as “insider trading” and may result in civil or criminal penalties. The purpose of this Securities Trading |
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| March 20, 2025 |
EXHIBIT 21.1 Subsidiaries of Cardio Diagnostics Holdings, Inc. Cardio Diagnostics, Inc., a Delaware corporation |
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| February 21, 2025 |
COMPANY UPDATE Revolutionizing Cardiovascular Medicine With Epigenetics and AI Exhibit 99.1 COMPANY UPDATE Revolutionizing Cardiovascular Medicine With Epigenetics and AI Certain statements and information included in this presentation constitute "forward - looking statements" within the meaning of t he Private Securities Litigation Act of 1995. When used in this presentation, the words or phrases “will”, "will likely result," "expected to," "will continue," " ant icipated," |
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| February 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 21, 2025 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) |
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| February 14, 2025 |
Cardio Diagnostics Holdings, Inc. Up to $9,476,508 Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-284775 PROSPECTUS SUPPLEMENT (to prospectus dated February 14, 2025) Cardio Diagnostics Holdings, Inc. Up to $9,476,508 Common Stock We have entered into an at the market offering agreement (the “Sales Agreement”) with Craig-Hallum Capital Group LLC (the “Sales Agent”), relating to the sale of the shares of our common stock offered by this pros |
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| February 13, 2025 |
Correspondence Cardio Diagnostics Holdings, Inc. 311 West Superior Street, Suite 444 Chicago, IL 60654 February 13, 2025 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Tamika N. Sheppard Re: Cardio Diagnostics Holdings, Inc. Registration Statement on Form S-3 File No. 333-284775 Acceleration Requ |
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| February 7, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cardio Diagnostics Holdings, Inc. |
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| February 7, 2025 |
As filed with the Securities and Exchange Commission on February 7, 2025 As filed with the Securities and Exchange Commission on February 7, 2025 Registration No. |
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| December 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 4, 2024 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) ( |
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| December 3, 2024 |
CARDIO DIAGNOSTICS HOLDINGS, INC. Up to 1,235,939 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283419 PROSPECTUS CARDIO DIAGNOSTICS HOLDINGS, INC. Up to 1,235,939 Shares of Common Stock This prospectus relates to the resale from time to time by the selling stockholders (which term, as used in this prospectus, includes pledgees, donees, transferees or other successors-in-interest) of up to an aggregate of 1,235,939 shares of common stock, |
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| December 2, 2024 |
Correspondence Cardio Diagnostics Holdings, Inc. 311 West Superior Street, Suite 444 Chicago, IL 60654 December 2, 2024 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Tamika N. Sheppard Re: Cardio Diagnostics Holdings, Inc. Registration Statement on Form S-1 File No. 333-283419 Acceleration Reque |
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| November 22, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Cardio Diagnostics Holdings, Inc. |
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| November 22, 2024 |
As filed with the U.S. Securities and Exchange Commission on November 22, 2024. As filed with the U.S. Securities and Exchange Commission on November 22, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6770 87-0925574 (State or other jurisdiction of incorporation o |
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| November 18, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 15, 2024 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41097 Cardio D |
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| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 25, 2024 |
CARDIO DIAGNOSTICS HOLDINGS, INC. 2023 ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t |
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| September 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 30, 2024 |
As filed with the U.S. Securities and Exchange Commission on August 30, 2024. As filed with the U.S. Securities and Exchange Commission on August 30, 2024. Registration No. 333-268759 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 POS AM REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6770 87-0925574 (S |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41097 Cardio Diagno |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 7, 2024 (June 3, 2024) Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incor |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41097 Cardio Diagn |
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| April 26, 2024 |
As filed with the Securities and Exchange Commission on April 26, 2024 As filed with the Securities and Exchange Commission on April 26, 2024 Registration No. |
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| April 26, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Cardio Diagnostics Holdings, Inc. |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 2, 2024 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (Com |
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| April 2, 2024 |
COMPANY UPDATE Revolutionizing Cardiovascular Medicine With Epigenetics and AI M A R C H 2 0 2 4Certain statements and information included in this presentation constitute "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. |
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| April 2, 2024 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-268759 PROSPECTUS SUPPLEMENT NO. 2 (to prospectus dated April 28, 2023) CARDIO DIAGNOSTICS HOLDINGS, INC. Primary Offering of 3,486,686 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 11,883,256 Shares of Common Stock 236,686 Warrants to Purchase Shares of Common Stock This prospectus supplement updates, amends a |
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| April 2, 2024 |
COMPANY UPDATE Revolutionizing Cardiovascular Medicine With Epigenetics and AI MARCH 2024 Exhibit 99.1 COMPANY UPDATE Revolutionizing Cardiovascular Medicine With Epigenetics and AI MARCH 2024 Certain statements and information included in this presentation constitute "forward - looking statements" within the meaning of t he Private Securities Litigation Act of 1995. When used in this presentation, the words or phrases “will”, "will likely result," "expected to," "will continue," " ant |
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| April 1, 2024 |
EXHIBIT 21.1 Subsidiaries of Cardio Diagnostics Holdings, Inc. Cardio Diagnostics, Inc., a Delaware corporation |
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| April 1, 2024 |
Cardio Diagnostics Holdings, Inc. 2022 Equity Incentive Plan and related forms of agreements Exhibit 10.4 CARDIO DIAGNOSTICS HOLDINGS INC. 2022 EQUITY INCENTIVE PLAN Table of Contents Page SECTION 1 Establishment and Purpose. 5 (a) Purpose. 5 (b) Adoption and Term. 5 SECTION 2 Definitions. 5 SECTION 3 Administration. 9 (a) Committee of the Board of Directors. 10 (b) Authority. 10 (c) Exchange Program. 10 (d) Delegation by the Committee. 10 (e) Indemnification. 11 SECTION 4 Eligibility and |
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| April 1, 2024 |
EXHIBIT 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the capital stock of Cardio Diagnostics Holdings, Inc. (“Cardio,” the “Company,” “we,” “us,” and “our”) and certain provisions of our third amended and restated certificate of incorporation (the “certificate of incorporation”), our bylaws |
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| April 1, 2024 |
Cardio Diagnostics Holdings, Inc. “Clawback” Policy EXHIBIT 97.1 Cardio Diagnostics Holdings, Inc. Compensation Recovery Policy 1. Introduction The Board of Directors (the “Board”) of Cardio Diagnostics Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), has adopted this policy (this “Policy”), which provides for the recovery of erroneously awarded Incentive-based Compensation (as defined below) from current and form |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41097 CARDIO DIAGNOSTICS HO |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 2, 2024 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) ( |
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| February 2, 2024 |
Form of Private Placement Warrant Exhibit 4.1 FORM OF WARRANT THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY |
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| February 1, 2024 |
Cardio Diagnostics Holdings, Inc. Up to $17,000,000 Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-276725 PROSPECTUS SUPPLEMENT (to prospectus dated February 1, 2024) Cardio Diagnostics Holdings, Inc. Up to $17,000,000 Common Stock We have entered into an at the market offering agreement (the “Sales Agreement”) with Craig-Hallum Capital Group LLC (the “Sales Agent”), relating to the sale of the shares of our common stock offered by this pros |
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| February 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 26, 2024 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) ( |
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| January 30, 2024 |
Correspondence Cardio Diagnostics Holdings, Inc. 311 W. Superior Street, Suite 444 Chicago, IL 60654 January 30, 2024 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Daniel Crawford Re: Cardio Diagnostics Holdings, Inc. Registration Statement on Form S-3 File No. 333-276725 Acceleration Request Re |
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| January 29, 2024 |
Cardio Diagnostics Holdings, Inc. 411 W. Superior Street, Suite 444 Chicago, IL 60654 January 29, 2024 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Cardio Diagnostics Holdings, Inc. Registration Statement on Form S-3 File No. 333-276725 Ladies and Gentlemen: Please accept this letter as a delayin |
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| January 26, 2024 |
Exhibit 1.2 AT THE MARKET OFFERING AGREEMENT January 26, 2024 Craig-Hallum Capital Group LLC 222 South 9th Street, Suite 350 Minneapolis, MN 55402 Ladies and Gentlemen: Cardio Diagnostics Holdings, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Craig-Hallum Capital Group LLC (the “Manager”) as follows: 1. Definitions. The te |
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| January 26, 2024 |
As filed with the Securities and Exchange Commission on January 26, 2024 As filed with the Securities and Exchange Commission on January 26, 2024 Registration No. |
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| January 26, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Cardio Diagnostics Holdings, Inc. |
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| January 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 4, 2024 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (C |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 18, 2023 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) |
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| December 6, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 6, 2023 (December 5, 2023) Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction |
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| December 6, 2023 |
Cardio Diagnostics Holdings, Inc. Regains Nasdaq Minimum Bid Price Requirement Exhibit 99.1 Cardio Diagnostics Holdings, Inc. Regains Nasdaq Minimum Bid Price Requirement CHICAGO, December 6, 2023 - Cardio Diagnostics Holdings, Inc. (Nasdaq: CDIO) (“Cardio Diagnostics” or the “Company”), a leader in artificial intelligence-driven precision cardiovascular medicine tests, today announced that on December 5, 2023, it received a notification letter (the “Notification Letter”) fr |
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| November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 22, 2023 (November 20, 2023) Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdictio |
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| November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41097 Cardio D |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| September 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 25, 2023 (September 21, 2023) Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdict |
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| September 14, 2023 |
Exhibit 10.1 September 13, 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, as amended (the “SPA”), by and between YA II PN, Ltd. (“Yorkville”) and Cardio Diagnostics Holdings, Inc. (the “Company”). Capitalized terms used herein and not otherwise de |
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| September 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 2) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 8, 2023 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 11, 2023 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) |
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| September 11, 2023 |
INVESTOR CONFERENCE Revolutionizing Cardiovascular Medicine With Epigenetics and AI S E P T E M B E R 2 0 2 3Certain statements and information included in this presentation constitute "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. |
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| September 11, 2023 |
Cardio Diagnostics Holdings Inc. September 2023 Investor Presentation. Exhibit 99.1 |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41097 Cardio Diagno |
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| August 14, 2023 |
Exhibit 10.1 246 GROUP, LC DBA NORTH POINT CROSSING CARDIO DIAGNOSTICS HOLDINGS, INC. COMMERCIAL LEASE-BUSINESS PROPERTY This Lease Agreement, executed in duplicate, made, and entered into this JULY 20TH, 2023 by and between 246 GROUP, LC., hereinafter referred to as LANDLORD, whose address for the purpose of this Lease is 52 STURGIS CORNER DRIVE, IOWA CITY, IA 52246, CARDIO DIAGNOSTICS HOLDINGS, |
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| August 14, 2023 |
EXHIBIT 10.2 311 W. SUPERIOR CHICAGO, ILLINOIS OFFICE BUILDING LEASE TENANT: Cardio Diagnostics, Inc. TABLE OF CONTENTS Page 1. Lease of Premises 1 2. Definitions 1 3. Exhibits and Addenda 2 4. Lease Grant/Possession 3 5. Rent 3 6. Interest and Late Charges 7 7. Security Deposit 7 8. Option to Renew 8 9. Option to Relocate 8 10 Signage 8 11. Storage 9 12. Restoration 9 13. Parking 9 14. Tenant’s U |
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| June 28, 2023 |
US14159C1036 / Cardio Diagnostics Holdings, Inc. / Dogan Meeshanthini Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Cardio Diagnostics Holdings, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 14159C103 (CUSIP Number) P. Rupert Russell, Esq. Shartsis Friese LLP One Maritime Plaza, 18th Floor San Francisco, CA 94111 Teleph |
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| June 28, 2023 |
US14159C1036 / Cardio Diagnostics Holdings, Inc. / Philibert Robert Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Cardio Diagnostics Holdings, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 14159C103 (CUSIP Number) P. Rupert Russell, Esq. Shartsis Friese LLP One Maritime Plaza, 18th Floor San Francisco, CA 94111 Teleph |
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| June 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 19, 2023 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (Com |
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| June 22, 2023 |
Form of Board of Directors Agreement, dated June 19, 2023 EXHIBIT 10.1 BOARD OF DIRECTORS AGREEMENT This Board of Directors Agreement (“Agreement”) is made effective as, by and between Cardio Diagnostics Holdings, Inc., with its principal place of business at 400 N Aberdeen St, Suite 900, Chicago, IL 60642 (the “Company”) and , with an address at (“Director”), provides for director services, according to the following terms and conditions: I.Services Pro |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 8, 2023 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of |
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| June 5, 2023 |
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 |
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| May 30, 2023 |
Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARDIO DIAGNOSTICS HOLDINGS, INC. May 30, 2023 Cardio Diagnostics Holdings, Inc., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Cardio Diagnostics Holdings, Inc.” 2. The Corporation’s Certificate |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 26, 2023 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (Comm |
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| May 16, 2023 |
Cardio Diagnostics Holdings Inc. May 2023 Investor Presentation. Exhibit 99.1 |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 16, 2023 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (Comm |
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| May 16, 2023 |
COMPANY UPDATE Revolutionizing Cardiovascular Medicine With Epigenetics and AI M A Y 2 0 2 3Certain statements and information included in this presentation constitute "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. |
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| May 15, 2023 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-268759 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated April 28, 2023) CARDIO DIAGNOSTICS HOLDINGS, INC. Primary Offering of 3,486,686 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 11,883,256 Shares of Common Stock 236,686 Warrants to Purchase Shares of Common Stock This prospectus supplement is being filed to |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41097 Cardio Diagn |
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| May 15, 2023 |
CARDIO DIAGNOSTICS HOLDINGS, INC. Up to 20,363,637 Shares of Common Stock Filed pursuant to Rule 424(b)(3) Registration No. 333-271147 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated April 11, 2023) CARDIO DIAGNOSTICS HOLDINGS, INC. Up to 20,363,637 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated April 11, 2023 (the “Prospectus), related to the resale from time to time by the se |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| May 1, 2023 |
Filed Pursuant to Rule 424(b)(3) File No. 333-268759 PROSPECTUS CARDIO DIAGNOSTICS HOLDINGS, INC. Primary Offering of 3,486,686 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 11,883,256 Shares of Common Stock 236,686 Warrants to Purchase Shares of Common Stock This prospectus relates to the issuance by us of up to an aggregate of 3,486,686 shares of our Common Stoc |
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| April 24, 2023 |
As filed with the U.S. Securities and Exchange Commission on April 23, 2023. As filed with the U.S. Securities and Exchange Commission on April 23, 2023. Registration No. 333-268759 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 POS AM REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6770 87-0925574 (St |
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| April 11, 2023 |
CARDIO DIAGNOSTICS HOLDINGS, INC. Up to 20,363,637 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-271147 PROSPECTUS CARDIO DIAGNOSTICS HOLDINGS, INC. Up to 20,363,637 Shares of Common Stock This prospectus relates to the resale from time to time by the selling securityholder named in this prospectus (the “Selling Stockholder”) of up to an aggregate of 20,363,637 shares of common stock, $0.00001 par value (the “Common Stock”) underlying thos |
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| April 10, 2023 |
Correspondence Cardio Diagnostics Holdings, Inc. 400 North Aberdeen Street, Suite 900 Chicago, IL 60642 April 10, 2023 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Tim Buchmiller Re: Cardio Diagnostics Holdings, Inc. Registration Statement on Form S-1 File No. 333-271147 Acceleration Request Re |
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| April 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 5, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Cardio Diagnostics Holdings, Inc. |
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| April 5, 2023 |
As filed with the U.S. Securities and Exchange Commission on April 5, 2023. As filed with the U.S. Securities and Exchange Commission on April 5, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6770 87-0925574 (State or other jurisdiction of incorporation or or |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41097 CARDIO DIAGNOSTICS HO |
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| March 31, 2023 |
EXHIBIT 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the capital stock of Cardio Diagnostics Holdings, Inc. (“Cardio,” the “Company,” “we,” “us,” and “our”) and certain provisions of our second amended and restated certificate of incorporation (the “certificate of incorporation”), our bylaw |
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| March 31, 2023 |
EXHIBIT 10.19 AMENDMENT NO. 1 ENGAGEMENT LETTER Amendment 1 dated November 14, 2022 (this “Amendment”) to the Engagement Letter dated as of May 13, 2022 between The Benchmark Company, LLC (“Benchmark”) and Cardio Diagnostics, Inc. [sic] (“Company”). WHEREAS, the parties entered into an engagement letter dated as of May 13, 2022 (the “Engagement Letter”) pursuant to which Benchmark agreed to act as |
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| March 31, 2023 |
EXHIBIT 10.18 [Logo] BENCHMARK May 13, 2022 STRICTLY CONFIDENTIAL Mana Capital Acquisition Corp. Jonathan Intrater Chief Executive Officer 8 The Green Suite 12490 Dover, DE 19901 Dear Mr. Intrater: This letter (the "Agreement") constitutes the agreement between Mana Capital Acquisition Corp. (the "Company") and The Benchmark Company, LLC ("Benchmark") that Benchmark shall serve as the exclusive fi |
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| March 31, 2023 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-268759 PROSPECTUS SUPPLEMENT NO. 1 (to prospectus dated January 24, 2023) CARDIO DIAGNOSTICS HOLDINGS, INC. Primary Offering of 3,486,686 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 11,883,256 Shares of Common Stock 236,686 Warrants to Purchase Shares of Common Stock This prospectus supplement is being filed |
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| March 31, 2023 |
EXHIBIT 21.1 Subsidiaries of Cardio Diagnostics Holdings, Inc. Cardio Diagnostics, Inc., a Delaware corporation |
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| March 22, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Cardio Diagnostics Holdings, Inc. |
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| March 22, 2023 |
As filed with the U.S. Securities and Exchange Commission on March 22, 2023. As filed with the U.S. Securities and Exchange Commission on March 22, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6770 87-0925574 (State or other jurisdiction of incorporation or o |
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| March 13, 2023 |
EXHIBIT 99.1 Cardio Diagnostics Holdings, Inc Announces Financing Agreement with Yorkville Advisors Global, LP of up to $11.2 Million CHICAGO, IL March 8, 2023 – Cardio Diagnostics Holdings, Inc (the “Company”) (Nasdaq: CDIO), an artificial intelligence-powered precision cardiovascular medicine company, today announced that it has entered into a securities purchase agreement (“Securities Purchase |
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| March 13, 2023 |
Registration Rights Agreement, dated March 8, 2023, by and between the registrant and YA II PN, Ltd. EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 8, 2023 by and among CARDIO DIAGNOSTICS HOLDINGS, INC., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”). WITNESSETH WHEREAS: A.In connection with the Securities Purchase Agreement by and among the parties hereto |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 8, 2023 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (Com |
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| March 13, 2023 |
EXHIBIT 10.2 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EX |
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| March 13, 2023 |
Securities Purchase Agreement, dated March 8, 2023, by and between the registrant and YA II PN, Ltd. EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 8, 2023, is between CARDIO DIAGNOSTICS HOLDINGS, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 400 North Aberdeen Street, Suite 900, Chicago, IL 60642 (the “Company”), and each of the investors listed on the Schedule |
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| March 13, 2023 |
Convertible Debenture, dated March 8, 2023 EXHIBIT 4.1 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC |
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| February 6, 2023 |
US14159C1036 / Cardio Diagnostics Holdings, Inc. / Weiss Asset Management LP Passive Investment =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| January 25, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-268759 PROSPECTUS CARDIO DIAGNOSTICS HOLDINGS, INC. Primary Offering of 3,486,686 Shares of Common Stock Issuable Upon Exercise of Warrants Secondary Offering of 11,883,256 Shares of Common Stock 236,686 Warrants to Purchase Shares of Common Stock This prospectus relates to the issuance by us of up to an aggregate of 3,486,686 shares of our Com |
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| January 20, 2023 |
Cardio Diagnostics Holdings, Inc. 400 North Aberdeen Street, Suite 900 Chicago, IL 60642 January 20, 2023 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Cindy Polynice Jason Drory Re: Cardio Diagnostics Holdings, Inc. Registration Statement on Form S-1 File No. 333-268759 Acceleration Request Req |
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| January 13, 2023 |
P. Rupert Russell (415) 773-7243 January 13, 2023 P. Rupert Russell [email protected] (415) 773-7243 January 13, 2023 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Cindy Polynice Jason Drory Re: Cardio Diagnostics Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed December 27, 2022 File No. 333-268759 Ladies an |
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| January 13, 2023 |
As filed with the U.S. Securities and Exchange Commission on January 13, 2023. As filed with the U.S. Securities and Exchange Commission on January 13, 2023. Registration No. 333-268759 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6770 87-0925574 (State or other jurisdi |
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| December 27, 2022 |
P. Rupert Russell (415) 773-7243 December 27, 2022 P. Rupert Russell [email protected] (415) 773-7243 December 27, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Cindy Polynice Jason Drory Re: Cardio Diagnostics Holdings, Inc. Registration Statement on Form S-1 Filed December 12, 2022 File No. 333-268759 Ladies and Gentlemen: On be |
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| December 27, 2022 |
As filed with the U.S. Securities and Exchange Commission on December 27, 2022. As filed with the U.S. Securities and Exchange Commission on December 27, 2022. Registration No. 333-268759 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6770 87-0925574 (State or other jurisd |
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| December 12, 2022 |
Form of Indemnification Agreement Exhibit 10.5 INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT (this ?Agreement?) effective as of , 202 by and between CARDIO DIAGNOSTICS HOLDINGS, INC., a Delaware corporation (the ?Company?) and (?Indemnitee?). R E C I T A L S A. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, stockholders, controlling perso |
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| December 12, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Cardio Diagnostics Holdings, Inc. |
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| December 12, 2022 |
As filed with the U.S. Securities and Exchange Commission on December 12, 2022. As filed with the U.S. Securities and Exchange Commission on December 12, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6770 87-0925574 (State or other jurisdiction of incorporation o |
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| November 10, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 9, 2022 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) ( |
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| November 10, 2022 |
Letter from MaloneBailey, LLP to the Securities and Exchange Commission, dated November 10, 2022 Exhibit 16.1 November 10, 2022 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 We have read the statements under Item 4.01 of the Current Report on Form 8-K of Cardio Diagnostics Holdings, Inc. to be filed with the Securities and Exchange Commission on or about November 10, 2022. We agree with all statements pertaining to us. We have no basis on which to agree or di |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41097 Cardio D |
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| November 4, 2022 |
CDIO / Cardio Diagnostics Holdings Inc / Philibert Robert Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Cardio Diagnostics Holdings Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 14159C103 (CUSIP Number) P. Rupert Russell, Esq. Shartsis Friese LLP One Maritime Plaza, 18th Floor San Francisco, CA 94111 Telephon |
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| November 3, 2022 |
CDIO / Cardio Diagnostics Holdings Inc / Dogan Meeshanthini Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Cardio Diagnostics Holdings Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 14159C103 (CUSIP Number) P. Rupert Russell, Esq. Shartsis Friese LLP One Maritime Plaza, 18th Floor San Francisco, CA 94111 Telephon |
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| October 31, 2022 |
EX-99.2 7 ex99x2.htm EXHIBIT 99.2 PRESS RELEASE Exhibit 99.2 Cardio Diagnostics Holdings, Inc. to List on Nasdaq Following Successful Business Combination with Mana Capital Acquisition Corp. Cardio Diagnostics Holdings, Inc. Scheduled to Commence Trading on NASDAQ Under the Ticker Symbol “CDIO” CHICAGO, IL (October 26, 2022) – Cardio Diagnostics Holdings, Inc. ("Cardio" or the “Company”), a pionee |
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| October 31, 2022 |
Exhibit 21.1 Subsidiaries of Cardio Diagnostics Holdings, Inc. Cardio Diagnostics, Inc., a Delaware corporation |
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| October 31, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EXHIBIT 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in the Current Report on Form 8-K (the “Form 8-K”)filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2022 and, if not defined in the Form 8-K, then in the final prospectus and definitive proxy statem |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 25, 2022 Date of Report (Date of earliest event reported) CARDIO DIAGNOSTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) ( |
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| October 31, 2022 |
Exhibit 2.3 WAIVER AGREEMENT This WAIVER AGREEMENT (the “Waiver Agreement”), dated as of October 25, 2022, is entered into by and by and among Cardio Diagnostics, Inc., a Delaware corporation (the “Company” or “Cardio”), Meeshanthini (Meesha) Dogan, as representative of the shareholders of the Company (the “Shareholders’ Representative”), Mana Capital Acquisition Corp., a Delaware corporation (“Pa |
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| October 31, 2022 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MANA CAPITAL ACQUISITION CORP. October 25, 2022 Mana Capital Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Mana Capital Acquisition Corp.” 2. The Corporation’s Certificate of |
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| October 31, 2022 |
Cardio Diagnostics Holdings, Inc. 2022 Equity Incentive Plan Exhibit 10.4 CARDIO DIAGNOSTICS HOLDINGS INC. 2022 EQUITY INCENTIVE PLAN Table of Contents Page SECTION 1 Establishment and Purpose. 1 (a) Purpose 1 (b) Adoption and Term 1 SECTION 2 Definitions 1 SECTION 3 Administration 4 (a) Committee of the Board of Directors 5 (b) Authority. 5 (c) Exchange Program 5 (d) Delegation by the Committee 5 (e) Indemnification 6 SECTION 4 Eligibility and Award Limita |
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| October 28, 2022 |
Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 11, 2022 |
425 1 mana425.htm 425 Filed by Mana Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Mana Capital Acquisition Corp. Commission File No.: 001-41097 Mana Capital Acquisition Corp. Announces Effectiveness of Registration Statement and October 25, 2022 Special Meeting of S |
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| October 7, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-265308 PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF MANA CAPITAL ACQUISITION CORP. PROSPECTUS FOR SHARES OF COMMON STOCK OF MANA CAPITAL ACQUISITION CORP. Proxy Statement dated October 7, 2022 and first mailed to stockholders on or about October 7, 2022 Dear Stockholders: You are cordially invited to attend the special meeting of the |
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| October 5, 2022 |
As filed with the U.S. Securities and Exchange Commission on October 5, 2022 Registration No. 333-265308 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 87-09255674 (State or other jurisdictio |
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| October 5, 2022 |
Mana Capital Acquisition Corp. 8 The Green, Suite 12490 Dover, DE 19901 Correspondence Mana Capital Acquisition Corp. 8 The Green, Suite 12490 Dover, DE 19901 October 5, 2022 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Mana Capital Acquisition Corp. (the ?Company?) Registration Statement on Form S-4, as amended (File No. 333-265308) (the ?Registration Statement?) La |
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| October 4, 2022 |
EXHIBIT 10.5 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of November 22, 2021 (?Agreement?), by and among MANA CAPITAL ACQUISITION CORP., a Delaware corporation (the ?Company?), MANA CAPITAL LLC, a Delaware limited liability company and a stockholder of the Company (?Sponsor?), JONATHAN INTRATER (?Intrater?), ALLAN LIU (?Liu?), LOREN MORTMAN (?Mortman?), and CONTINENTAL STOCK TRANSFER |
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| October 4, 2022 |
MANA Capital acqusition corp. (THE “CORPORATION”) (a Delaware corporation) ARTICLE I EXHIBIT 3.2 BYLAWS OF MANA Capital acqusition corp. (THE ?CORPORATION?) (a Delaware corporation) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation |
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| October 4, 2022 |
EXHIBIT 10.2 November 22, 2021 Mana Capital Acquisition Corp. 8 The Green Suite #12490 Dover, DE 19901 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Mana Capital Acquisition Corp., a Delaware corporation (the ?Company?), and Lade |
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| October 4, 2022 |
Amended and Restated Certificate of Incorporation. EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MANA CAPITAL ACQUISITION CORP. November 22, 2021 Mana Capital Acquisition Corp., a corporation existing under the laws of the State of Delaware (the ?Corporation?), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is ?Mana Capital Acquisition Corp.? 2. The Corporation?s Certificate of Incorp |
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| October 4, 2022 |
EXHIBIT 10.1 November 22, 2021 Mana Capital Acquisition Corp. 8 The Green Suite #12490 Dover, DE 19901 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Mana Capital Acquisition Corp., a Delaware corporation (the ?Company?), and Lade |
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| October 4, 2022 |
EXHIBIT 4.5 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of November 22, 2021 between Mana Capital Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the ?Right Agent?). WHEREAS, the Company has received a firm commitment from Ladenburg T |
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| October 4, 2022 |
EXHIBIT 4.1 SPECIMEN UNIT CERTIFICATE [] UNITS U-[?] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] MANA CAPITAL ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK, A WARRANT TO PURCHASE ONE HALF OF ONE SHARE OF COMMON STOCK, AND ONE RIGHT TO RECEIVE ONE-SEVENTH OF ONE SHARE OF COMMON STOCK THIS CERTIFIES THAT is the owner of Units of Mana Capital Acquisition Corp., a Delaware corporati |
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| October 4, 2022 |
EXHIBIT 4.4 MANA CAPITAL ACQUISITION CORP. WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of November 22, 2021, is by and between Mana Capital Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation with offices at 1 State Street, New York, New York 10004, as warrant agent (the ?Warrant Agent? or also |
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| October 4, 2022 |
EXHIBIT 1.2 Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th floor New York, New York 10019 November 22, 2021 Mana Capital Acquisition Corp. 8 The Green Suite #12490 Dover, Delaware 19901 Attention: Jonathan Intrater, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement (this ?Agreement?) whereby Mana Capital Acquisition Corp, a Delaware corporation (?Company?), has re |
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| October 4, 2022 |
EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the 22nd day of November, 2021, by and among Mana Capital Acquisition Corp., a Delaware corporation (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and |
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| October 4, 2022 |
Specimen Common Stock Certificate. EX-4.2 6 ex4x2.htm SPECIMEN COMMON STOCK CERTIFICATE. EXHIBIT 4.2 NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP MANA CAPITAL ACQUISITION CORP. A DELAWARE CORPORATION COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.00001 PAR VALUE PER SHARE EACH, OF MANA CAPITAL ACQUISITION CORP. (THE “CORPORATION”) transferable on the books of the |
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| October 4, 2022 |
EX-10.3 11 ex10x3.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED NOVEMBER 22, 2021, BY AND BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS TRUSTEE. EXHIBIT 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 22, 2021, by and between Mana Capital Acquisition Corp., a Delaware corporation ( |
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| October 4, 2022 |
As filed with the U.S. Securities and Exchange Commission on October 4, 2022 Registration No. 333-265308 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to Form S-4/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 87-09255674 (State or other jurisdict |
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| October 3, 2022 |
Correspondence Michael A. Goldstein [email protected] Phone: (212) 440-5988 45 Broadway, 17th Floor New York, New York 10006 October 3, 2022 Via EDGAR Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Doris Stacey Gama Mr. Joseph McCann Ms. Christine Torney Mr. Brian Cascio Re: Mana Capital Acquisition Corp Amend |
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| September 23, 2022 |
Exhibit 99.2 Mana Capital Acquisition Corp. Confirms Second Contribution to Trust Account to Extend Time Period to Complete a Business Combination Dover, DE, September 23, 2022?Mana Capital Acquisition Corp. (Nasdaq: MAAQU; MAAQ; MAAQW; MAAQR) (the ?Company? or ?Mana Capital?), a special purpose acquisition company (?Mana Capital?), announced today that for the purpose of consummating its previous |
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| September 23, 2022 |
425 1 mana425-092322.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 22, 2022 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other juri |
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| September 23, 2022 |
EX-10.1 2 ex10x1.htm UNSECURED PROMISSORY NOTE Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTO |
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| September 23, 2022 |
EX-10.1 2 ex10x1.htm UNSECURED PROMISSORY NOTE Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTO |
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| September 23, 2022 |
Exhibit 99.1 Mana Capital Acquisition Corp. Announces Intention to Further Extend Period to Consummate Initial Business Combination Dover, DE, September 22, 2022?Mana Capital Acquisition Corp. (Nasdaq: MAAQU; MAAQ; MAAQW; MAAQR) (the ?Company? or ?Mana Capital?) today announced that its Board of Directors has approved a second extension of the period of time available to the Company to consummate |
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| September 23, 2022 |
Exhibit 99.2 Mana Capital Acquisition Corp. Confirms Second Contribution to Trust Account to Extend Time Period to Complete a Business Combination Dover, DE, September 23, 2022?Mana Capital Acquisition Corp. (Nasdaq: MAAQU; MAAQ; MAAQW; MAAQR) (the ?Company? or ?Mana Capital?), a special purpose acquisition company (?Mana Capital?), announced today that for the purpose of consummating its previous |
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| September 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 22, 2022 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (C |
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| September 23, 2022 |
Exhibit 99.1 Mana Capital Acquisition Corp. Announces Intention to Further Extend Period to Consummate Initial Business Combination Dover, DE, September 22, 2022?Mana Capital Acquisition Corp. (Nasdaq: MAAQU; MAAQ; MAAQW; MAAQR) (the ?Company? or ?Mana Capital?) today announced that its Board of Directors has approved a second extension of the period of time available to the Company to consummate |
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| September 21, 2022 |
Exhibit 99.1 Cardio Diagnostics Announces Issuance of U.S. Patent for Compositions and Methods for Detecting Predisposition to Cardiovascular Disease CHICAGO, Ill ? Cardio Diagnostics, Inc. ("Cardio Diagnostics" or the "Company"), a pioneering precision cardiovascular testing company, today announced that the U.S. Patent and Trademark Office has issued to the University of Iowa Research Foundation |
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| September 21, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 21, 2022 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (C |
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| September 21, 2022 |
425 1 mana425-092022.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 21, 2022 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other juri |
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| September 21, 2022 |
Exhibit 99.1 Cardio Diagnostics Announces Issuance of U.S. Patent for Compositions and Methods for Detecting Predisposition to Cardiovascular Disease CHICAGO, Ill – Cardio Diagnostics, Inc. ("Cardio Diagnostics" or the "Company"), a pioneering precision cardiovascular testing company, today announced that the U.S. Patent and Trademark Office has issued to the University of Iowa Research Foundation |
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| September 15, 2022 |
Exhibit 2.1 FIRST AMENDMENT TO MERGER AGREEMENT AND PLAN OF REORGANIZATION This FIRST AMENDMENT TO MERGER AGREEMENT AND PLAN OF REORGANIZATION (the ?Amendment?) is made and entered into as of September 15, 2022 by and among Cardio Diagnostics, Inc., a Delaware corporation (the ?Company? or ?Cardio?), Meeshanthini (Meesha) Dogan, as representative of the shareholders of the Company (the ?Shareholde |
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| September 15, 2022 |
As filed with the U.S. Securities and Exchange Commission on September 15, 2022 Registration No. 333-265308 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 87-09255674 (State or other jurisdic |
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| September 15, 2022 |
Correspondence Michael A. Goldstein [email protected] Phone: (212) 440-5988 45 Broadway, 17th Floor New York, New York 10006 September 15, 2022 Via EDGAR Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Doris Stacey Gama Mr. Joseph McCann Ms. Christine Torney Mr. Brian Cascio Re: Mana Capital Acquisition Corp Am |
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| September 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 15, 2022 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (C |
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| September 15, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Mana Capital Acquisition Corp. |
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| September 15, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 15, 2022 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (C |
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| September 15, 2022 |
Exhibit 2.1 FIRST AMENDMENT TO MERGER AGREEMENT AND PLAN OF REORGANIZATION This FIRST AMENDMENT TO MERGER AGREEMENT AND PLAN OF REORGANIZATION (the ?Amendment?) is made and entered into as of September 15, 2022 by and among Cardio Diagnostics, Inc., a Delaware corporation (the ?Company? or ?Cardio?), Meeshanthini (Meesha) Dogan, as representative of the shareholders of the Company (the ?Shareholde |
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| September 15, 2022 |
Exhibit 10.19 FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT This FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (the ?First Amendment?) is made and entered into as of September 2, 2022, by and between the University of Iowa Research Foundation, a nonprofit corporation organized and existing under the laws of the State of Iowa and having an address at 200 South Capitol Street, 2660 University Capi |
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| August 26, 2022 | ||
| August 26, 2022 |
Exhibit 99.1 Transforming Cardiovascular Cardiovascular Health Through Our AI - Driven Integrated Genetic - Epigenetic Epigenetic Engine Œ INVESTOR PRESENTATION August 2022 MANA CAPITAL Acquisition Corp. Disclaimer General This presentation is for informational purposes and only to assist in evaluating the proposed business combination (the “Busi nes s Combination”) between Mana Capital Acquisitio |
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| August 26, 2022 | ||
| August 26, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 26, 2022 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (Comm |
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| August 26, 2022 |
Exhibit 99.1 Transforming Cardiovascular Cardiovascular Health Through Our AI - Driven Integrated Genetic - Epigenetic Epigenetic Engine Œ INVESTOR PRESENTATION August 2022 MANA CAPITAL Acquisition Corp. Disclaimer General This presentation is for informational purposes and only to assist in evaluating the proposed business combination (the “Busi nes s Combination”) between Mana Capital Acquisitio |
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| August 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 26, 2022 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (Comm |
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| August 25, 2022 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| August 25, 2022 |
Exhibit 99.1 Mana Capital Acquisition Corp. Announces Intention to Extend Period to Consummate Initial Business Combination Dover, DE, August 23, 2022—Mana Capital Acquisition Corp. (Nasdaq: MAAQU; MAAQ; MAAQW; MAAQR) (the “Company” or “Mana Capital”) today announced that its Board of Directors has approved an extension of the period of time available to the Company to consummate its initial busin |
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| August 25, 2022 |
Exhibit 99.1 Mana Capital Acquisition Corp. Announces Intention to Extend Period to Consummate Initial Business Combination Dover, DE, August 23, 2022—Mana Capital Acquisition Corp. (Nasdaq: MAAQU; MAAQ; MAAQW; MAAQR) (the “Company” or “Mana Capital”) today announced that its Board of Directors has approved an extension of the period of time available to the Company to consummate its initial busin |
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| August 25, 2022 |
Exhibit 99.2 Mana Capital Acquisition Corp. Confirms Contribution to Trust Account to Extend Time Period to Complete a Business Combination Dover, DE, August 25, 2022?Mana Capital Acquisition Corp. (Nasdaq: MAAQU; MAAQ; MAAQW; MAAQR) (the ?Company? or ?Mana Capital?), a special purpose acquisition company (?Mana Capital?), announced today that for the purpose of consummating its previously announc |
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| August 25, 2022 |
Exhibit 99.2 Mana Capital Acquisition Corp. Confirms Contribution to Trust Account to Extend Time Period to Complete a Business Combination Dover, DE, August 25, 2022?Mana Capital Acquisition Corp. (Nasdaq: MAAQU; MAAQ; MAAQW; MAAQR) (the ?Company? or ?Mana Capital?), a special purpose acquisition company (?Mana Capital?), announced today that for the purpose of consummating its previously announc |
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| August 25, 2022 |
Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| August 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 23, 2022 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (Comm |
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| August 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 23, 2022 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (Comm |
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| August 23, 2022 |
Employment Agreement, executed as of May 27, 2022, between Cardio Diagnostics, Inc. and Timur Dogan Exhibit 10.16 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2022, by and between Cardio Diagnostics, Inc., a Delaware corporation (the “Company”), and Timur Dogan (the “Executive” and together with the Company referred to as the “Parties”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, t |
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| August 23, 2022 |
Employment Agreement, executed as of May 27, 2022, between Cardio Diagnostics, Inc. and Elisa Luqman Exhibit 10.15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of May 27, 2022, by and between Cardio Diagnostics, Inc., a Delaware corporation (the ?Company?), and Elisa Luqman (the ?Executive? and together with the Company referred to as the ?Parties?). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, |
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| August 23, 2022 |
As filed with the U.S. Securities and Exchange Commission on August 23, 2022 As filed with the U.S. Securities and Exchange Commission on August 23, 2022 Registration No. 333-265308 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 87-09255674 (State or other jurisdictio |
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| August 23, 2022 |
Correspondence Michael A. Goldstein [email protected] Phone: (212) 440-5988 45 Broadway, 17th Floor New York, New York 10006 August 23, 2022 Via EDGAR Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Doris Stacey Gama Mr. Joseph McCann Ms. Christine Torney Mr. Brian Cascio Re: Mana Capital Acquisition Corp Amend |
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| August 23, 2022 |
EX-10.17 9 ex10x17.htm EMPLOYMENT AGREEMENT- CARDIO DIAGNOSTICS, INC. AND KHULLANI ABDULLAHI Exhibit 10.17 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 19, 2022, by and between Cardio Diagnostics, Inc., a Delaware corporation (the “Company”), and Khullani Abdullahi (the “Employee” and together with the Company referred to as the “Parties”) to |
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| August 23, 2022 |
Exhibit 10.14 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered into as of May 27, 2022, by and between Cardio Diagnostics, Inc., a Delaware corporation (the ?Company?), and Robert Philibert, (the ?Executive? and together with the Company referred to as the ?Parties?). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowled |
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| August 23, 2022 |
Exhibit 10.18 NON-EXECUTIVE CHAIRMAN AND CONSULTING AGREEMENT This NON-EXECUTIVE CHAIRMAN AND CONSULTING AGREEMENT (this “Agreement”), dated as of May 27, 2022 is made and entered into by and between Cardio Diagnostics Inc. (the “Company”) and Warren Hosseinion (the “Consultant”). Where appropriate Company and Consultant will each be referred to as a “Party,” or collectively as the “Parties. WITNE |
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| August 23, 2022 |
EX-10.11 4 ex10x11.htm EXHIBIT 10.11 EXCLUSIVE LICENSE AGREEMENT BETWEEN CARDIO DIAGNOSTICS, LLC AND THE UNIVERSITY OF IOWA RESEARCH FOUNDATION DATED MAY 2, 2017. Exhibit 10.11 Exclusive License Agreement This license agreement ("Agreement") effective as of this 2nd day of May, 2017 ("Effective Date") is by and between the University of Iowa Research Foundation, a nonprofit corporation organized a |
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| August 23, 2022 |
Form of Indemnification Escrow Agreement. Exhibit 10.7 INDEMNIFICATION ESCROW AGREEMENT This INDEMNIFICATION ESCROW AGREEMENT (the “Agreement”), dated as of [·], 2022 by and among Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), Mana Capital Acquisition Corp. (the “Parent”) as Indemnified Party and as representative of all Indemnified Parties, and Meeshanthini (Meesha) Dogan (the “Stockholders’ Representat |
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| August 23, 2022 |
Exhibit 10.13 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2022, by and between Cardio Diagnostics, Inc., a Delaware corporation (the “Company”), and Meeshanthini Dogan, (the “Executive” and together with the Company referred to as the “Parties”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowl |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41097 Mana Capital |
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| July 27, 2022 |
Exhibit 10.11 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. Exclusive License Agreement This license agreement ("Agreement") effective as of this 2nd day of May, 20 |
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| July 27, 2022 |
EX-10.12 3 ex10x12.htm EXHIBIT 10.12 SERVICE AGREEMENT DATED MAY 11, 2021 BETWEEN MANA CAPITAL, LLC AND JONATHAN INTRATER. Exhibit 10.12 Service Agreement Mana Capital LLC, a Delaware limited liability company ("Sponsor") hereby offers to Jonathan Intrater ("Executive") the following terms for his service in terms of working as a director and officer of Mana Acquisition. Corp. ("Company", hereinaf |
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| July 27, 2022 |
Mana Capital Acquisition Corp. 8 The Green, Suite 12490 Dover, Delaware 19901 Mana Capital Acquisition Corp. 8 The Green, Suite 12490 Dover, Delaware 19901 July 26, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Science 100 F St., N.E. Washington, D.C. 20549 Attn: Ms. Doris Stacey Gama Mr. Joseph McCann Ms. Christine Torney Mr. Brian Cascio Re: Mana Capital Acquisition Corp. Request for Withdrawal on Form AW of Amendment to |
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| July 27, 2022 |
As filed with the U.S. Securities and Exchange Commission on July 27, 2022 As filed with the U.S. Securities and Exchange Commission on July 27, 2022 Registration No. 333-265308 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 87-09255674 (State or other jurisdiction |
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| July 27, 2022 |
Consent of The Benchmark Company, LLC EX-99.6 6 ex99x6.htm EXHIBIT 99.6 Exhibit 99.6 CONSENT OF THE BENCHMARK COMPANY, LLC July 25, 2022 Mana Capital Acquisition Corp. 8 The Green, Suite 12490 Dover, DE 19901 Attn: Board of Directors RE: Proxy Statement / Prospectus of Mana Capital Acquisition Corp. (“Mana”) which forms part of the Registration Statement on Form S-4 of Mana (the “Registration Statement”). Dear Members of the Board of |
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| July 25, 2022 |
Correspondence Michael A. Goldstein [email protected] Phone: (212) 440-5988 45 Broadway, 17th Floor New York, New York 10006 July 25, 2022 Via EDGAR Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission Washington, D.C. 20549 Attn.: Ms. Doris Stacey Gama Mr. Joseph McCann Ms. Christine Torney Mr. Brian Cascio Re: Mana Capital Acquisition Corp Registr |
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| July 25, 2022 |
Service Agreement dated May 11, 2021 between Mana Capital, LLC and Jonathan Intrater. Exhibit 10.12 Service Agreement Mana Capital LLC, a Delaware limited liability company ("Sponsor") hereby offers to Jonathan Intrater ("Executive") the following terms for his service in terms of working as a director and officer of Mana Acquisition. Corp. ("Company", hereinafter, Sponsor, Executive and Company arc referred to as a "Party" in singular or "Parties" in plural), a Delaware corporatio |
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| July 25, 2022 |
As filed with the U.S. Securities and Exchange Commission on July 25, 2022 S-4/A 1 manas4a1.htm FORM S-4/A1 As filed with the U.S. Securities and Exchange Commission on July 25, 2022 Registration No. 333-265308 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 87-09255 |
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| July 25, 2022 |
Consent of The Benchmark Company, LLC. EX-99.6 6 ex99x6.htm EXHIBIT 99.6 Exhibit 99.6 CONSENT OF THE BENCHMARK COMPANY, LLC July 25, 2022 Mana Capital Acquisition Corp. 8 The Green, Suite 12490 Dover, DE 19901 Attn: Board of Directors RE: Proxy Statement / Prospectus of Mana Capital Acquisition Corp. (“Mana”) which forms part of the Registration Statement on Form S-4 of Mana (the “Registration Statement”). Dear Members of the Board of |
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| July 25, 2022 |
Exhibit 10.11 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. Exclusive License Agreement This license agreement ("Agreement") effective as of this 2nd day of May, 20 |
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| May 31, 2022 |
Exhibit 99.1 Mana Capital Acquisition Corp. and Cardio Diagnostics, Inc. Announce Definitive Business Combination Agreement to Create Publicly Listed Company Set to Transform Cardiovascular Disease Through Epigenetics ? Cardio Diagnostics, Inc. has pioneered a proprietary artificial intelligence-driven Integrated Genetic-Epigenetic Engine? that enables improved diagnosis and prevention of cardiova |
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| May 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 27, 2022 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (Commiss |
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| May 31, 2022 |
EX-10.2 4 ex10x2.htm NON-COMPETITION AND NON-SOLICITATION AGREEMENT Exhibit 10.2 NON-COMPETITION AND NON-SOLICITATION AGREEMENT This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of [●], 2022 by and between Mana Capital Acquisition Corp., a Delaware corporation (“Purchaser”), and [●] (the “Executive”, and together with Purchaser, the “Parties”, and each a “Pa |
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| May 31, 2022 |
Exhibit 99.1 PROXY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED ??FOR?? PROPOSALS 1 THROUGH 6 BELOW. YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. SPECIAL MEETING OF STOCKHOLDERS , 2022 This Proxy is Solicited On Behalf Of The Board Of Directors Vote Your Proxy by mail: Mark, sign and date your proxy card and return it in the postage-paid envelope provide |
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| May 31, 2022 |
Exhibit 99.1 Mana Capital Acquisition Corp. and Cardio Diagnostics, Inc. Announce Definitive Business Combination Agreement to Create Publicly Listed Company Set to Transform Cardiovascular Disease Through Epigenetics ● Cardio Diagnostics, Inc. has pioneered a proprietary artificial intelligence-driven Integrated Genetic-Epigenetic Engine™ that enables improved diagnosis and prevention of cardiova |
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| May 31, 2022 |
As filed with the U.S. Securities and Exchange Commission on May 31, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 6770 87-09255674 (State or other jurisdiction of incorporation or organi |
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| May 31, 2022 |
Form of Non-Competition and Non-Solicitation Agreement EX-10.8 3 ex10x8.htm NON-COMPETITION AND NON-SOLICITATION AGREEMENT Exhibit 10.8 NON-COMPETITION AND NON-SOLICITATION AGREEMENT This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of [●], 2022 by and between Mana Capital Acquisition Corp., a Delaware corporation (“Purchaser”), and [●] (the “Executive”, and together with Purchaser, the “Parties”, and each a “Pa |
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| May 31, 2022 |
Consent of James Intrater to be named as a director. EX-99.2 7 ex99x2.htm CONSENT TO BE NAMED AS A DIRECTOR Exhibit 99.2 Consent to be Named as a Director In connection with the filing by Mana Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Ru |
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| May 31, 2022 |
Consent of Oded Levy to be named as a director. Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Mana Capital Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Reg |
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| May 31, 2022 |
EX-FILING FEES 11 ex107.htm CALCULATION OF FILING FEE TABLES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Mana Capital Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) CALCULATION OF REGISTRATION FEE Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Maximum Aggregate O |
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| May 31, 2022 |
EX-10.6 2 ex10x6.htm LOCK-UP AGREEMENT Exhibit 10.6 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [·], 2022, by and between the stockholder of Cardio Diagnostics, Inc. set forth on the signature page to this Agreement (the “Holder”) and Mana Capital Acquisition Corp., a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall h |
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| May 31, 2022 |
Exhibit 2.1 MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CARDIO DIAGNOSTICS, INC., MEESHANTHINI (MEESHA) DOGAN, AS REPRESENTATIVE OF THE SHAREHOLDERS OF THE COMPANY, MANA CAPITAL ACQUISITION CORP. AND MANA MERGER SUB INC. DATED AS OF MAY 27, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 1.2 Construction 16 ARTICLE II AGREEMENT AND PLAN OF MERGER 17 2.1 The Merge |
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| May 31, 2022 |
Consent of Stanley Lau to be named as a director. Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Mana Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Reg |
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| May 31, 2022 |
Exhibit 2.1 MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CARDIO DIAGNOSTICS, INC., MEESHANTHINI (MEESHA) DOGAN, AS REPRESENTATIVE OF THE SHAREHOLDERS OF THE COMPANY, MANA CAPITAL ACQUISITION CORP. AND MANA MERGER SUB INC. DATED AS OF MAY 27, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 1.2 Construction 16 ARTICLE II AGREEMENT AND PLAN OF MERGER 17 2.1 The Merge |
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| May 31, 2022 |
Exhibit 10.1 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [·], 2022, by and between the stockholder of Cardio Diagnostics, Inc. set forth on the signature page to this Agreement (the “Holder”) and Mana Capital Acquisition Corp., a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in th |
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| May 31, 2022 |
425 1 mana425.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 27, 2022 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incor |
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| May 31, 2022 |
Consent of Brandon Sim to be named as a director. EX-99.5 10 ex99x5.htm CONSENT TO BE NAMED AS A DIRECTOR Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Mana Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to R |
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| May 31, 2022 |
EX-10.2 4 ex10x2.htm NON-COMPETITION AND NON-SOLICITATION AGREEMENT Exhibit 10.2 NON-COMPETITION AND NON-SOLICITATION AGREEMENT This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of [●], 2022 by and between Mana Capital Acquisition Corp., a Delaware corporation (“Purchaser”), and [●] (the “Executive”, and together with Purchaser, the “Parties”, and each a “Pa |
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| May 31, 2022 |
Exhibit 10.1 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is dated as of [?], 2022, by and between the stockholder of Cardio Diagnostics, Inc. set forth on the signature page to this Agreement (the ?Holder?) and Mana Capital Acquisition Corp., a Delaware corporation (the ?Parent?). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in th |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41097 Mana Capital |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41097 MANA CAPITAL ACQUISIT |
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| March 31, 2022 |
Exhibit 4.6 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, Mana Capital Acquisition Corp. has four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (1) our units; |
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| February 11, 2022 |
=============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| January 25, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 8-K 1 mana8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 19, 2022 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdict |
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| January 25, 2022 |
EX-16.1 2 ex16x1.htm EXHIBIT 16.1 Exhibit 16.1 New York Office 7 Penn Plaza, Suite 830 New York, NY 10001 T 212-379-7900 January 25, 2022 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Commissioners: We have read the statements made by Mana Capital Acquisition Corp. under Item 4.01 of its Form 8-K dated January 19, 2022. We agree with the statements concerning our Firm in |
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| January 12, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 12, 2022 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (Com |
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| January 12, 2022 |
EX-99.1 2 ex99x1.htm EXHIBIT 99.1 Exhibit 99.1 For Immediate Release Mana Capital Acquisition Corp. Announces the Separate Trading of its Common Stock, Warrants and Rights, Commencing January 14, 2022 Dover, DE – January 12, 2022 – Mana Capital Acquisition Corp. (Nasdaq: MAAQU) (“Mana” or the “Company”), today announced that, commencing January 14, 2022, holders of the 6,500,000 units sold in the |
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| January 11, 2022 |
Feis Lawrence Michael - SCHEDULE 13G/A OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* Mana Capital Acquisition Corp. (Name of Issuer) Common stock, par value $ 0.00001 (Title of Class of Securities) 56168P203 (CUSIP Number) |
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| December 6, 2021 |
MANA CAPITAL ACQUISITION CORP. BALANCE SHEET Exhibit 99.1 MANA CAPITAL ACQUISITION CORP. BALANCE SHEET Actual as of November 26, 2021 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) ASSETS Current Assets Cash $ 887,872 $ (60,000 ) $ 827,872 Prepaid Expenses - short term 199,725 ? 199,725 Total Current Assets 1,087,597 (60,000 ) 1,027,597 Prepaid Expenses - long term 89,755 ? 89,755 Cash Held in Trust 62,000,000 3,000,000 65,000,000 |
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| December 6, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 8-K 1 mana8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 30, 2021 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdic |
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| December 3, 2021 |
Mana Capital LLC - SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 3, 2021 |
Saba Capital Management, L.P. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Mana Capital Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 56168P203 (CUSIP Number) November 23, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| December 3, 2021 |
EX-99.1 2 manaex99z1.htm PRESS RELEASE EXHIBIT 99.1 INDEX TO FINANCIAL STATEMENT Page Audited Financial Statement of Mana Capital Acquisition Corp.: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of November 26, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Mana Capit |
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| December 3, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 26, 2021 Date of Report (Date of earliest event reported) MANA CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41097 87-0925574 (State or other jurisdiction of incorporation) (Co |
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| December 2, 2021 |
Feis Lawrence Michael - SCHEDULE 13G Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 30, 2021 |
Space Summit Capital LLC - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MANA CAPITAL ACQUISITION CORP. (Name of Issuer) Units (Title of Class of Securities) 56168P203 (CUSIP Number) November 23, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| November 26, 2021 |
EXHIBIT 1.2 Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th floor New York, New York 10019 November 22, 2021 Mana Capital Acquisition Corp. 8 The Green Suite #12490 Dover, Delaware 19901 Attention: Jonathan Intrater, Chief Executive Officer Ladies and Gentlemen: This is to confirm our agreement (this ?Agreement?) whereby Mana Capital Acquisition Corp, a Delaware corporation (?Company?), has re |
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| November 26, 2021 |
EXHIBIT 10.1 November 22, 2021 Mana Capital Acquisition Corp. 8 The Green Suite #12490 Dover, DE 19901 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Mana Capital Acquisition Corp., a Delaware corporation (the ?Company?), and Lade |
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| November 26, 2021 |
Mana Capital Acquisition Corp. Announces Closing of $62 Million Initial Public Offering EX-99.2 14 manaex99z2.htm PRESS RELEASE EXHIBIT 99.2 For Immediate Release Mana Capital Acquisition Corp. Announces Closing of $62 Million Initial Public Offering Dover, DE – November 26, 2021 – Mana Capital Acquisition Corp. (Nasdaq: MAAQU) (“Mana” or the “Company”), a newly incorporated blank check company, today announced the closing of its initial public offering. The offering was priced at $1 |
