Cardio Diagnostics Holdings Inc 2024年度报告

FORM 10-K (Mark One)☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period fromto Commission File No. 001-41097 CARDIO DIAGNOSTICS HOLDINGS, INC.(Exact name of registrant as specified in its charter) Delaware87-0925574(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. Employer Identification No.) 311 West Superior Street, Suite 444Chicago, IL 60654(Address of principal executive offices and Zip Code) (855) 226-9991(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Exchange Act Securities registered pursuant to Section 12(g) of the Securities Exchange Act: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes☐No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities ExchangeAct. Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). Yes☐No☐ 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 ExchangeAct. Accelerated filer☐Smaller reporting company☐Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recoveryperiod pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2024, the aggregate market value of shares held by non-affiliates of the registrant (based upon theclosing sale prices of such shares on the Nasdaq Capital Market on June 30, 2024) was approximately $10.7 million.For purposes of calculating the aggregate market value of shares held by non-affiliates, we have assumed that alloutstanding shares are held by non- affiliates, except for shares held by each of our executive officers, directors, and5% or greater stockholders. In the case of 5% or greater stockholders, we have not deemed such stockholders to beaffiliates unless there are facts and circumstances which would indicate that such stockholders exercise any controlover our company, or unless they hold 10% or more of our outstanding common stock. These assumptions shouldnot be deemed to constitute an admission that all executive officers, directors, and 5% or greater stockholders are, infact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of ourcompany. As of March 20, 2025, there were 52,145,416 shares of common stock, par value $0.00001 issued and outstanding.Documents Incorporated by Reference: None. Item 1. Business3Item 1A. Risk Factors27Item 1B. Unresolved Staff Comments55Item 1C. Cybersecurity55Item 2. Properties56Item 3. Legal Proceedings56Item 4. Mine Safety Disclosures56PART II57Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities57Item 6. Reserved57Item 7. Management’s Discussion and Analys