secwatch / observer
8-K filed October 31, 2022, 7:59 PM ET ticker CDIO CIK 0001870144
M&A confidence high sentiment neutral materiality 0.80

Cardio Diagnostics Holdings, Inc. (CDIO): M&A transaction — Cardio Diagnostics completes SPAC merger with Mana Capital; begins trading as CDIO, CDIOW

Cardio Diagnostics Holdings, Inc.

item 3.01item 1.01item 2.01item 5.02item 9.01item 4.01item 3.03item 5.01item 5.03item 5.06item 5.07item 7.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Robert Philibert

Director
CDIO · Cardio Diagnostics Holdings, Inc.
Effective
2022-10-25
Filed
October 31, 2022, 7:59 PM ET
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.
Appointed

Warren Hosseinion

Director
CDIO · Cardio Diagnostics Holdings, Inc.
Effective
2022-10-25
Filed
October 31, 2022, 7:59 PM ET
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.
Departed

Allan Liu

Director
CDIO · Cardio Diagnostics Holdings, Inc.
Effective
2022-10-25
Filed
October 31, 2022, 7:59 PM ET
Allan Liu and Loren Mortman also resigned as members of the Board of Directors, effective as of the Closing.
Appointed

Brandon Sim

Director
CDIO · Cardio Diagnostics Holdings, Inc.
Effective
2022-10-25
Filed
October 31, 2022, 7:59 PM ET
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.
Appointed

Khullani Abdullahi

Vice President of Revenue and Strategy
CDIO · Cardio Diagnostics Holdings, Inc.
Effective
2022-10-25
Filed
October 31, 2022, 7:59 PM ET
Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Meeshanthini Dogan as Chief Executive Officer; Robert Philibert as Chief Medical Officer; Elisa Luqman as Chief Financial Officer; Timur Dogan as Chief Technology Officer and Khullani Abdullahi as Vice President of Revenue and Strategy.
Appointed

Timur Dogan

Chief Technology Officer
CDIO · Cardio Diagnostics Holdings, Inc.
Effective
2022-10-25
Filed
October 31, 2022, 7:59 PM ET
Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Meeshanthini Dogan as Chief Executive Officer; Robert Philibert as Chief Medical Officer; Elisa Luqman as Chief Financial Officer; Timur Dogan as Chief Technology Officer and Khullani Abdullahi as Vice President of Revenue and Strategy.
Appointed

Elisa Luqman

Chief Financial Officer
CDIO · Cardio Diagnostics Holdings, Inc.
Effective
2022-10-25
Filed
October 31, 2022, 7:59 PM ET
Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Meeshanthini Dogan as Chief Executive Officer; Robert Philibert as Chief Medical Officer; Elisa Luqman as Chief Financial Officer; Timur Dogan as Chief Technology Officer and Khullani Abdullahi as Vice President of Revenue and Strategy.
Appointed

Stanley K. Lau

Director
CDIO · Cardio Diagnostics Holdings, Inc.
Effective
2022-10-25
Filed
October 31, 2022, 7:59 PM ET
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.
Departed

Jonathan Intrater

Chief Executive Officer
CDIO · Cardio Diagnostics Holdings, Inc.
Effective
2022-10-25
Successor
Meeshanthini Dogan
Filed
October 31, 2022, 7:59 PM ET
Effective as of the Closing of the Business Combination, Jonathan Intrater resigned as Chairman of the Board, Chief Executive Officer and Chief Financial Officer of the Company.
Appointed

Meeshanthini Dogan

Chief Executive Officer
CDIO · Cardio Diagnostics Holdings, Inc.
Effective
2022-10-25
Filed
October 31, 2022, 7:59 PM ET
Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Meeshanthini Dogan as Chief Executive Officer; Robert Philibert as Chief Medical Officer; Elisa Luqman as Chief Financial Officer; Timur Dogan as Chief Technology Officer and Khullani Abdullahi as Vice President of Revenue and Strategy.
Appointed

Oded Levy

Director
CDIO · Cardio Diagnostics Holdings, Inc.
Effective
2022-10-25
Filed
October 31, 2022, 7:59 PM ET
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.
Appointed

Robert Philibert

Chief Medical Officer
CDIO · Cardio Diagnostics Holdings, Inc.
Effective
2022-10-25
Filed
October 31, 2022, 7:59 PM ET
Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Meeshanthini Dogan as Chief Executive Officer; Robert Philibert as Chief Medical Officer; Elisa Luqman as Chief Financial Officer; Timur Dogan as Chief Technology Officer and Khullani Abdullahi as Vice President of Revenue and Strategy.
Appointed

James Intrater

Director
CDIO · Cardio Diagnostics Holdings, Inc.
Effective
2022-10-25
Filed
October 31, 2022, 7:59 PM ET
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.
Appointed

Meeshanthini Dogan

Director
CDIO · Cardio Diagnostics Holdings, Inc.
Effective
2022-10-25
Filed
October 31, 2022, 7:59 PM ET
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.
Departed

Loren Mortman

Director
CDIO · Cardio Diagnostics Holdings, Inc.
Effective
2022-10-25
Filed
October 31, 2022, 7:59 PM ET
Allan Liu and Loren Mortman also resigned as members of the Board of Directors, effective as of the Closing.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 1.0

Robert Philibert was appointed as Director at Cardio Diagnostics Holdings, Inc..

Action
appointed
Role
Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Warren Hosseinion was appointed as Director at Cardio Diagnostics Holdings, Inc..

Action
appointed
Role
Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Allan Liu resigned as Director at Cardio Diagnostics Holdings, Inc..

Action
resigned
Role
Director
Exact text from the filing
Allan Liu and Loren Mortman also resigned as members of the Board of Directors, effective as of the Closing.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Brandon Sim was appointed as Director at Cardio Diagnostics Holdings, Inc..

Action
appointed
Role
Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Khullani Abdullahi was appointed as Vice President of Revenue and Strategy at Cardio Diagnostics Holdings, Inc..

Action
appointed
Role
Vice President of Revenue and Strategy
Exact text from the filing
Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Meeshanthini Dogan as Chief Executive Officer; Robert Philibert as Chief Medical Officer; Elisa Luqman as Chief Financial Officer; Timur Dogan as Chief Technology Officer and Khullani Abdullahi as Vice President of Revenue and Strategy.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Timur Dogan was appointed as Chief Technology Officer at Cardio Diagnostics Holdings, Inc..

Action
appointed
Role
Chief Technology Officer
Exact text from the filing
Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Meeshanthini Dogan as Chief Executive Officer; Robert Philibert as Chief Medical Officer; Elisa Luqman as Chief Financial Officer; Timur Dogan as Chief Technology Officer and Khullani Abdullahi as Vice President of Revenue and Strategy.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Elisa Luqman was appointed as Chief Financial Officer at Cardio Diagnostics Holdings, Inc..

Action
appointed
Role
Chief Financial Officer
Exact text from the filing
Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Meeshanthini Dogan as Chief Executive Officer; Robert Philibert as Chief Medical Officer; Elisa Luqman as Chief Financial Officer; Timur Dogan as Chief Technology Officer and Khullani Abdullahi as Vice President of Revenue and Strategy.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Stanley K. Lau was appointed as Director at Cardio Diagnostics Holdings, Inc..

Action
appointed
Role
Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Jonathan Intrater resigned as Chief Executive Officer at Cardio Diagnostics Holdings, Inc..

Action
resigned
Role
Chief Executive Officer
Exact text from the filing
Effective as of the Closing of the Business Combination, Jonathan Intrater resigned as Chairman of the Board, Chief Executive Officer and Chief Financial Officer of the Company.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Meeshanthini Dogan was appointed as Chief Executive Officer at Cardio Diagnostics Holdings, Inc..

Action
appointed
Role
Chief Executive Officer
Exact text from the filing
Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Meeshanthini Dogan as Chief Executive Officer; Robert Philibert as Chief Medical Officer; Elisa Luqman as Chief Financial Officer; Timur Dogan as Chief Technology Officer and Khullani Abdullahi as Vice President of Revenue and Strategy.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Oded Levy was appointed as Director at Cardio Diagnostics Holdings, Inc..

Action
appointed
Role
Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Robert Philibert was appointed as Chief Medical Officer at Cardio Diagnostics Holdings, Inc..

Action
appointed
Role
Chief Medical Officer
Exact text from the filing
Immediately following the consummation of the Business Combination, the following individuals became the executive officers of the Company: Meeshanthini Dogan as Chief Executive Officer; Robert Philibert as Chief Medical Officer; Elisa Luqman as Chief Financial Officer; Timur Dogan as Chief Technology Officer and Khullani Abdullahi as Vice President of Revenue and Strategy.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

James Intrater was appointed as Director at Cardio Diagnostics Holdings, Inc..

Action
appointed
Role
Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Meeshanthini Dogan was appointed as Director at Cardio Diagnostics Holdings, Inc..

Action
appointed
Role
Director
Exact text from the filing
On the date of the Closing, and in accordance with the terms of the Merger Agreement, the Board became comprised of seven directors: Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert Philibert, MD PhD, Brandon Sim, Stanley K. Lau, MD, Oded Levy and James Intrater.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Loren Mortman resigned as Director at Cardio Diagnostics Holdings, Inc..

Action
resigned
Role
Director
Exact text from the filing
Allan Liu and Loren Mortman also resigned as members of the Board of Directors, effective as of the Closing.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Cardio Diagnostics Holdings, Inc.: The Company ceased being a shell company as a result of the Business Combination.

Change
shell status
Exact text from the filing
As a result of the Business Combination, the Company ceased being a shell company.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Cardio Diagnostics Holdings, Inc.: The Company filed its Second Amended and Restated Certificate of Incorporation (effective 2022-10-25).

Change
charter amendment
Effective
2022-10-25
Exact text from the filing
On October 25, 2022, the Company filed its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Cardio Diagnostics Holdings, Inc. underwent a change of control involving Cardio Diagnostics, Inc. (Legacy Cardio) (closed 2022-10-25).

Action
change of control
Counterparty
Cardio Diagnostics, Inc. (Legacy Cardio)
Closing
2022-10-25
Exact text from the filing
On October 25, 2022 (the “Closing Date”), as contemplated by the Business Combination Agreement and described in the section of the Proxy Statement/Prospectus entitled “Proposal No. 1 – The Business Combination Proposal” beginning on the page 70 of the Proxy Statement/Prospectus, Mana consummated the transactions contemplated by the Business Combination Agreement, whereby Merger Sub merged with and into Legacy Cardio, with Legacy Cardio continuing as the surviving corporation, resulting in Legacy Cardio becoming a wholly-owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Cardio Diagnostics Holdings, Inc. entered into Waiver Agreement with Mana, Mana Merger Sub Inc., Legacy Cardio and Meeshanthini Dogan, as representative of the Legacy Cardio shareholders (effective 2022-10-25).

Action
entry
Counterparty
Mana, Mana Merger Sub Inc., Legacy Cardio and Meeshanthini Dogan, as representative of the Legacy Cardio shareholders
Effective
2022-10-25
Exact text from the filing
On October 25, 2022, Mana, Mana Merger Sub Inc., Legacy Cardio and Meeshanthini Dogan, as representative of the Legacy Cardio shareholders, entered into a waiver agreement (the “Waiver Agreement”).
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Cardio Diagnostics Holdings, Inc. shareholders approved To approve and adopt the Cardio Diagnostics Holdings Inc. 2022 Equity Incentive Plan (Equity Plan Adoption Proposal) at the 2022-10-25 meeting.

Proposal
equity plan
Outcome
passed
Meeting
2022-10-25
Exact text from the filing
Proposal No. 3 : To approve and adopt the Cardio Diagnostics Holdings Inc. 2022 Equity Incentive Plan, referred to in the Proxy Statement/Prospectus as the “Equity Plan Adoption Proposal.” For Against Abstain 5,940,115 488,561 540
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Cardio Diagnostics Holdings, Inc. shareholders approved To approve the issuance of securities in the Business Combination (Nasdaq 20% Share Issuance Proposal) at the 2022-10-25 meeting.

Proposal
merger approval
Outcome
passed
Meeting
2022-10-25
Exact text from the filing
Proposal No. 4 : To approve the issuance of the securities in the Business Combination, referred to in the Proxy Statement/Prospectus as the “Nasdaq 20% Share Issuance Proposal.” For Against Abstain 5,940,655 488,561 0
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Cardio Diagnostics Holdings, Inc. shareholders approved To elect Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert (Rob) Philibert, MD PhD, James Intrater, Stanley Lau, MD, Oded Levy and Brandon Sim to serve as directors (Director Election Proposal) at the 2022-10-25 meeting.

Proposal
director election
Outcome
passed
Meeting
2022-10-25
Exact text from the filing
Proposal No.5 : To elect Warren Hosseinion, MD, Meeshanthini (Meesha) Dogan, PhD, Robert (Rob) Philibert, MD PhD, James Intrater, Stanley Lau, MD, Oded Levy and Brandon Sim to serve as directors on the Board, referred to in the Proxy Statement/Prospectus as the “Director Election Proposal.” For Against Abstain 5,940,655 488,561 0
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Cardio Diagnostics Holdings, Inc. shareholders approved To approve and adopt the proposed Second Amended and Restated Certificate of Incorporation (Charter Amendment Proposal) at the 2022-10-25 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2022-10-25
Exact text from the filing
Proposal No. 2 : To approve and adopt the proposed Second Amended and Restated Certificate of Incorporation, referred to in Proxy Statement/Prospectus as the “Charter Amendment Proposal.” For Against Abstain 5,940,655 488,561 0
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Cardio Diagnostics Holdings, Inc. shareholders approved To approve the transactions contemplated under the Merger Agreement (Business Combination Proposal) at the 2022-10-25 meeting.

Proposal
merger approval
Outcome
passed
Meeting
2022-10-25
Exact text from the filing
Proposal No. 1 : To approve the transactions contemplated under the Merger Agreement, referred to in the Proxy Statement/Prospectus as the “Business Combination Proposal.” For Against Abstain 6,051,629 377,587 0
View on SEC.gov

Browse all governance changes →

Cardio Diagnostics Holdings, Inc. filing history →

Source: SEC EDGAR
accession 0001079973-22-001382
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