Cardio Diagnostics Holdings Inc美股招股说明书(2025-09-12版)

Up to 392,775 Shares of Common StockUp to 116,223 Shares of Common StockIssuable Upon Exercise of WarrantsUp to 236,686 Warrants to Purchase Common Stock This Prospectus relates to the issuance by us of up to an aggregate of 116,223 shares of our common stock, $0.00001 par value per share (the “Common Stock”) consistingof (i)up to 7,890 shares of Common Stock that are issuable upon the exercise of 236,686 Sponsor Warrants (as defined below) originally issued to the Sponsor in a privateplacement in connection with the initial public offering (the “IPO”) of Mana Capital Acquisition Corp. (“Mana”),and (ii) up to 108,333 shares of Common Stock that areissuable upon exercise of 3,250,000 Public Warrants originally issued in the IPO, and collectively with the Sponsor Warrants, the “Mana Warrants.” We will receive the proceedsfrom any exercise of any Warrants for cash. This Prospectus also relates to the resale by certain of the Selling Securityholders named in this Prospectus or their pledgees, donees, transferees, assignees, successors (the“Selling Securityholders”) of: (i)up to 392,775 shares of Common Stock including: (A)116,443 Business Combination Shares (as defined below); (B) 31,481 Founder Shares(as defined below); (C) 58,474 shares of Common Stock issuable upon the exercise of Legacy Cardio Options (as defined below); and (D) 186,377 shares of Common Stock thatmay be issued upon exercise of outstanding warrants, including the following: (1) 108,333 Public Warrant shares; (2) 7,890 Sponsor Warrant shares; and (3) 70,154 LegacyCardio Warrant shares; and (ii)up to 236,686 Sponsor Warrants. As used herein, the term “Warrants” includes all Public Warrants, Sponsor Warrants and Legacy CardioWarrants, which were exchanged for warrants in the Company in connection with the Business Combination. We will not receive any proceeds from the sale of shares ofCommon Stock or Warrants by the Selling Securityholders pursuant to this Prospectus. On October 25, 2022, Mana consummated its previously announced business combination (the “Business Combination”) pursuant to that certain Merger Agreement (the“Merger Agreement”), dated as of May 27, 2022 and amended on September 15, 2022, by and among Mana, Mana Merger Sub, Inc., a Delaware corporation and wholly-ownedsubsidiary of Mana (“Merger Sub”), Cardio Diagnostics, Inc. (“Legacy Cardio”) and Meeshanthini Dogan, Ph.D., as representative of the Legacy Cardio Shareholders. Ascontemplated by the Merger Agreement, Merger Sub merged with and into Legacy Cardio, with Legacy Cardio surviving the Merger as a wholly owned subsidiary of Mana. Asa result of the Merger, and upon the consummation of the Merger and the other transactions contemplated by the Merger Agreement, the securityholders of Legacy Cardiobecame securityholders of Mana and received shares of Common Stock (or securities convertible into or exchangeable for shares of Common Stock) at a deemed price of$300.00 per share, and Mana was renamed “Cardio Diagnostics Holdings, Inc.” (the “Company” or “we,” “us,” “our” or similar terms). See “Selected Definitions” below for certain defined terms used in this Prospectus. Subject to the terms of the applicable agreements, the Selling Securityholders may offer, sell or distribute all or a portion of their shares of Common Stock or Warrantspublicly or through private transactions at prevailing market prices or at negotiated prices. We provide more information about how the Selling Securityholders may sell theshares of Common Stock or Warrants in the section entitled “Plan of Distribution.” We will not receive any proceeds from the sale or other disposition of our Common Stock orWarrants by the Selling Securityholders. Although unlikely given current stock prices, we would receive approximately $50.3 million if all of the 186,377 shares of Common Stock that may be issued upon exerciseof 5,591,313 outstanding Warrants included in this Prospectus are exercised for cash, at exercise prices ranging between $116.86 and $345.00 per share, subject to adjustment asdescribed herein, whether cash exercised by the Selling Securityholders or by public holders after the resale of the Warrants hereunder, and we would receive approximately $6.8million in proceeds from the exercise of Options to the extent holder(s) thereof exercise such stock options for cash. To the extent we do receive proceeds from the cash exerciseof the Warrants and Options, we will use such proceeds for working capital and other general corporate purposes. See the section of this Prospectus titled “Use of Proceeds.” Ourstock price has been, and is expected to continue to be, volatile. As of August 25, 2025, all of the Warrants and Options are “out-of-the money,” which means that the tradingprice of the shares of our Common Stock underlying those securities is below the respective exercise prices (subject to adjustment as described herein). See table below. Wewould not expect warrantholders to exercise their Warrants o