Cardio Diagnostics Holdings Inc美股招股说明书(2025-03-25版)

This prospectus supplement No. 1 (the “Prospectus Supplement”) updates, amends and supplements the prospectus dated December 3, 2024 (the “Prospectus”), which forms apart of our Registration Statement on Form S-1 (Registration No. 333-283419) that was declared effective by the Securities and Exchange Commission on December 3, 2024.Capitalized terms used in this Prospectus Supplement and not otherwise defined herein have the meanings specified in the Prospectus. This Prospectus Supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Annual Report onForm 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2025, which is set forth below. This Prospectus Supplement is not complete without the Prospectus. This Prospectus Supplement should be read in conjunction with the Prospectus, which is to be deliveredwith this Prospectus Supplement, and is qualified by reference thereto, except to the extent that the information in this Prospectus Supplement updates or supersedes theinformation contained in the Prospectus and any prior prospectus supplement. Please keep this Prospectus Supplement with your Prospectus for future reference. Cardio Diagnostics Holdings, Inc.’s common stock and warrants are listed on the Nasdaq Capital Market under the symbols “CDIO” and “CDIOW.” On March 24, 2025, theclosing price of our common stock was $0.4321, and the closing price of our warrants was $0.0390. We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our securitiesinvolves certain risks. See “Risk Factors” beginning on page 7 of the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement istruthful or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement is March 25, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year endedDecember 31, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 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) (I.R.S. Employer Identification No.) 311 West Superior Street,Suite 444Chicago,IL60654(Address of principal executive offices and Zip Code) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.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 Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months(or for such shorter period that the registrant was required 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 be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such 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 growthcompany. See the definitions of "large accelerated filer,” "accelerated filer,” "smaller reporting company,” and "emerging growth company” in Rule 12b-2 of the Exchange Act. Acceleratedfiler☐Smallerreportingcompany☒Emerging growth company☒ Largeacceleratedfiler☐Non-accelerated filer☒ 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.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 financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are res