Cardio Diagnostics Holdings Inc

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

**FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

**CARDIO DIAGNOSTICS HOLDINGS, INC.

**(Exact name of registrant as specified in its charter)

**311 West Superior Street, Suite 444

Telephone: (855)226-9991

**(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Meeshanthini V. Dogan, Ph.D.

Chief Executive Officer

311 West Superior Street, Suite 444

Telephone: (855)226-9991

**(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**P. Rupert Russell, Esq.

Shartsis Friese LLP

425 Market Street, 11th Floor

San Francisco, CA 94105

(415) 421-6500

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the selling stockholders are not soliciting offers to buy these securities, in any jurisdiction where the offer or sale of these securities is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 22, 2024

PRELIMINARY PROSPECTUS

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, $0.00001 par value (the “common stock” or the “shares”), including (i) 561,793 shares sold in the private placement described below and (ii) 674,146 shares issuable upon exercise of common stock purchase warrants also issued in the private placement (the “warrants”), 112,353 of which were issued to the placement agent as partial compensation for services rendered.

On February 2, 2024, in accordance with executed subscription agreements with seven accredited investors, we closed on the sale of 561,793 units (the “units”), each unit consisting of one share of Common stock and one warrant, which warrants are exercisable until February 2, 2030 at an exercise price of $1.78, subject to adjustment for stock splits, reverse stock splits and other similar events of recapitalization. The units were sold to the investors in a private placement at a sale price of $1.78 per unit (the “private placement”).

We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale of the shares.

We have agreed to bear all of the expenses incurred in connection with the registration of these shares. The selling stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the shares.

The selling stockholders may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the methods of sale that may be used by the selling stockholders, see the section entitled “Plan of Distribution” on page 111. For a list of the selling stockholders, see the section entitled “Selling Stockholders” on page 103.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Our common stock and our publicly-traded warrants (the “public warrants”) are listed on The Nasdaq Capital Market under the symbols “CDIO” and “CDIOW,” respectively. On November 20, 2024, the closing price of our common stock was $0.2442 and the closing price of our public warrants was $0.0276.

You should carefully read this prospectus and any prospectus supplement, together with additional information described under the heading “Where You Can Find More Information” on page 120 before you invest in any of our securities.

The sale of some or all of the shares being offered in this prospectus could have adverse effects on the market for our common stock, including increasing volatility, limiting the availability of an active market and/or resulting in a significant decline in the public trading price.

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for this prospectus and for future filings.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning of page 6 of this prospectus.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is[·],2024.

TABLE OF CONTENTS

You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the selling stockholders have authorized anyone to provide you with different information. Neither we nor the selling stockholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus, any applicable prospectus supplement or any documents incorporated by reference is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.

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