Cardio Diagnostics Holdings Inc
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Apr 1, 2024
CDIO$1.86+2.2%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
1. Financial Statements
As part of this Annual Report on Form 10-K, the consolidated financial statements are listed in the accompanying Index to Financial Statements on page F-1.
2. Financial Statement Schedules
All schedules are omitted because they are not applicable, or the required information is shown in the Financial Statements or notes thereto.
3. Exhibit Index
The following is a list of exhibits filed as part of this Annual Report on Form 10-K or are incorporated herein by reference:
| Incorporation by Reference | ||||
|---|---|---|---|---|
| Exhibit Number | Description | Form | Exhibit | Filing Date |
| 2.1 | Agreement and Plan of Merger dated as of May 27, 2022 by and among Mana Capital Acquisition Corp., Mana Merger Sub, Inc., Cardio Diagnostics, Inc., and Meeshanthini (Meesha) Dogan, as representatives of the shareholders (included as Annex A to the Proxy Statement/Prospectus) | 8-K | 2.1 | 5/31/22 |
| 2.2 | Amendment dated September 15, 2022 to Agreement and Plan of Merger dated as of May 27, 2022 by and among Mana Capital Acquisition Corp., Mana Merger Sub, Inc., Cardio Diagnostics, Inc., and Meeshanthini (Meesha) Dogan, as representatives of the shareholders | 8-K | 2.1 | 9/15/22 |
| 2.3 | Waiver Agreement dated as of October 25, 2022 with respect to Agreement and Plan of Merger dated as of May 27, 2022, as amended on September 15, 2022 | 8-K | 2.3 | 10/31/22 |
| 3.1 | Third Amended and Restated Certificate of Incorporation of Cardio Diagnostics Holdings, Inc., dated May 30, 2023 | 8-K | 3.1 | 5/30/23 |
| 3.2 | By-laws | S-1 | 3.3 | 10/19/21 |
| 4.1 | Specimen Stock Certificate | S-1/A | 4.2 | 11/10/21 |
| 4.2 | Specimen Warrant Certificate (contained in Exhibit 4.3) | 8-K | 4.1 | 11/26/21 |
| 4.3 | Warrant Agreement, dated November 22, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent | 8-K | 4.1 | 11/26/21 |
| 4.4 | Form of Private Placement Warrant | 8-K | 4.1 | 2/2/24 |
| 4.5* | Description of Securities | |||
| 10.1 | Form of Non-Competition and Non-Solicitation Agreement | S-4 | 10.8 | 5/31/22 |
| 10.2# | Form of Board of Directors Agreement, dated June 19, 2023 | 8-K | 10.1 | 6/22/23 |
| 10.3 | Registration Rights Agreement, dated November 22, 2021, by and among the Company, the Sponsor and other holders party thereto | 8-K | 10.4 | 11/26/21 |
| 10.4*# | Cardio Diagnostics Holdings, Inc. 2022 Equity Incentive Plan and related forms of agreements | |||
| 10.5# | Form of Indemnification Agreement | S-1 | 10.5 | 12/12/22 |
| 10.6# | Employment Agreement, executed as of May 27, 2022, between Cardio Diagnostics, Inc. and Meeshanthini Dogan | S-4/A | 10.13 | 8/23/22 |
| 10.7# | Employment Agreement, executed as of May 27, 2022, between Cardio Diagnostics, Inc. and Robert Philibert | S-4/A | 10.14 | 8/23/22 |
| 10.8# | Employment Agreement, executed as of May 27, 2022, between Cardio Diagnostics, Inc. and Elisa Luqman | S-4/A | 10.15 | 8/23/22 |
| 10.9# | Employment Agreement, executed as of May 27, 2022, between Cardio Diagnostics, Inc. and Timur Dogan | S-4/A | 10.16 | 8/23/22 |
| 10.10# | Employment Agreement, executed as of May 18, 2022, between Cardio Diagnostics, Inc. and Khullani Abdullahi | S-4/A | 10.17 | 8/23/22 |
| 10.11# | Non-Executive Chairman and Consulting Agreement between Cardio Diagnostics, Inc. and Warren Hosseinion | S-4/A | 10.18 | 8/23/22 |
| 10.12 | Exclusive License Agreement between Cardio Diagnostics, LLC and the University of Iowa Research Foundation dated May 2, 2017 | S-4/A | 10.11 | 8/23/22 |
| 10.13 | First Amendment to Exclusive License Agreement between Cardio Diagnostics, Inc. and the University of Iowa Research Foundation dated September 2, 2022 | S-4/A | 10.19 | 9/15/22 |
| 10.14§ | Lease Agreement, dated July 20, 2023, between the Registrant and 246 Group LC dba North Point Crossing | 10-Q | 10.1 | 8/14/23 |
| 10.15 | Office Building Lease Agreement, dated June 15, 2023, between the Registrant and 311 W. Superior, L.L.C. | 10-Q | 10.2 | 8/14/23 |
| 10.16 | Engagement Letter, dated as of May 13, 2022, between Mana Capital Acquisition Corp. and The Benchmark Company, LLC | 10-K | 10.18 | 3/31/23 |
| 10.17 | Amendment No. 1 to Engagement Letter, dated November 14, 2022, between the Registrant and The Benchmark Company, LLC | 10-K | 10.19 | 3/31/23 |
| 10.18 | At the Market Offering Agreement, dated January 26, 2024, between Cardio Diagnostics Holdings, Inc. and Craig-Hallum Capital Group, LLC | S-3 | 1.2 | 1/26/24 |
| 21.1* | List of Subsidiaries | |||
| 23.1* | Consent of Prager Metis CPA’s LLC, independent registered public accounting firm | |||
| 31.1* | Certification of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||
| 31.2* | Certification of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||
| 32.1*+ | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||
| 97*# | Cardio Diagnostics Holdings, Inc. “Clawback” Policy | |||
| 101.INS*++ | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |||
| 101.SCH*++ | XBRL Taxonomy Extension Schema Document. | |||
| 101.CAL*++ | XBRL Taxonomy Extension Calculation Linkbase Document | |||
| 101.DEF*++ | XBRL Taxonomy Extension Definition Linkbase Document | |||
| 101.LAB*++ | XBRL Taxonomy Extension Label Linkbase Document | |||
| 101.PRE*++ | XBRL Taxonomy Extension Presentation Linkbase Document | |||
| 104* | Cover Page Interactive Date File (embedded with the Inline XBRL document) | |||
| * | Filed herewith. |
|---|---|
| # | Indicates a management contract or compensatory plan, contract or arrangement. |
| § | Certain of the exhibits or schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request; provided, however, that the Registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedule or exhibit so furnished. |
| + | Furnished herewith. The certifications attached as Exhibit 32.1 that accompanies this Annual Report on Form 10-K is deemed furnished and not filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Cardio Diagnostics Holdings,, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. |
| ++ | Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
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