Cardio Diagnostics Holdings Inc 2026年季度报告

FORM10-Q (Mark One) QUARTERLY REPORT PURSUANT TOSECTION13 OR 15(d) OF THESECURITIESEXCHANGEACTOF 1934 For the quarterly period endedJune 30, 2026 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 August 7, 2026, there were 2,959,469 shares of the registrant’s Common Stock, $0.00001 par value, issued and outstanding. FORM 10-QFor the Quarter Ended June 30, 2026 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 Operations16Item3.Quantitative and Qualitative Disclosures About Market Risk24Item4.Controls and Procedures24Part II — Other InformationItem1.Legal Proceedings25Item1A.Risk Factors25Item2.Unregistered Sales of Equity Securities and Use of Proceeds26Item3.Defaults upon Senior Securities26Item4.Mine Safety Disclosures26Item5.Other Information26Item6.Exhibits26i 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”). which 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. The Company effected a 1-for-30 reverse stock split effective May 12, 2025 (the "Reverse Stock Split”).Unless otherwise indicated,all issued and outstanding stock and per share amounts referred to in this Quarterly Report on Form 10-Q have been adjusted to reflectthe Reverse Stock Split for all prior periods presented. Proportionate adjustments for the Reverse Stock Split were made to theexercise prices and number of shares issuable under the Company’s equity incentive plans and outstanding warrants, and the numberof shares underlying outstanding equity awards and warrants, as applicable. See Note 1 for information and disclosures relating toadjustments related to the Reverse Stock Split. 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