Cardio Diagnostics Holdings Inc 2025年季度报告

FORM10-Q (Mark One) QUARTERLY REPORT PURSUANT TOSECTION13 OR 15(d) OF THESECURITIESEXCHANGEACTOF 1934 For the quarterly period endedSeptember 30, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File Number:001-41097 Cardio Diagnostics Holdings, Inc.(Exact name of registrant as specified in its charter) Delaware87-0925574(State or other jurisdiction of(I.R.S. Employer (Address of principal executive offices)(Zip Code) (855)226-9991(Registrant’s telephone number, including area code) (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.00001 per shareRedeemable Warrants, each whole warrantexercisable for one share of Common Stock Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 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 submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” 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 forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒As of November 12, 2025, there were1,826,051shares of the registrant’s Common Stock, $0.00001 par value, issued and outstanding. FORM 10-QFor the Quarter Ended September 30, 2025 TABLE OF CONTENTS Introductory NoteiNote About Forward-Looking StatementsiiPart I — Financial InformationItem1.Financial Statements (unaudited)1Item2.Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item3.Quantitative and Qualitative Disclosures About Market Risk27Item4.Controls and Procedures27Part II — Other InformationItem1.Legal Proceedings28Item1A.Risk Factors28Item2.Unregistered Sales of Equity Securities and Use of Proceeds28Item3.Defaults upon Senior Securities28Item4.Mine Safety Disclosures28Item5.Other Information28Item6.Exhibits28i INTRODUCTORYNOTE Unless the context dictates otherwise, references in this Quarterly Report on Form 10-Q to the "Company,” "Cardio,” "we,” "us,”"our,” and similar words are references to Cardio Diagnostics Holdings, Inc., a Delaware corporation, and its consolidated subsidiary."Legacy Cardio” refers to Cardio Diagnostics, Inc. prior to the October 2022 Business Combination with Mana Capital AcquisitionCorp (“Mana”). Legacy Cardio became our wholly-owned subsidiary as a result of that transaction. Trade names and trademarks of Cardio referred to herein, and their respective logos, are our property. This Quarterly Report on Form10-Q may contain additional trade names and/or trademarks of other companies, which are the property of their respective owners. Wedo not intend our use or display of other companies’ trade names and/or trademarks, if any, to imply an endorsement or sponsorship ofus by such companies, or any relationship with any of these companies. SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Actof 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and statesecurities laws, including, but not limited to, changes in laws or regulations, any statements about our business (including the impactof a re-emergence of COVID-19 variants or any other pandemic, epidemic or infectious disease outbreak on our business), financialcondition, operating results, plans, objectives, expectations and intentions, any guidance on, or projections of, earnings, revenue orother financial items, or otherwise, and our future liquidity, including cash flows; any statements of any plans, strategies, andobjectives of management for future operations, such as the material