{"schema_version":"secwatch.filing_event.v1","accession":"0001079973-22-001382","form_type":"8-K","ticker":"CDIO","cik":"0001870144","company_name":"Cardio Diagnostics Holdings, Inc.","filed_at":"2022-10-31T23:59:59+00:00","discovered_at":"2026-05-14T18:03:52.858551+00:00","generated_at":"2026-06-22T21:55:50.406321+00:00","sec_items":["3.01","1.01","2.01","5.02","9.01","4.01","3.03","5.01","5.03","5.06","5.07","7.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Cardio Diagnostics completes SPAC merger with Mana Capital; begins trading as CDIO, CDIOW","bullets":["Mana stockholders approved merger on Oct 25; Business Combination closed same day, Legacy Cardio becomes subsidiary.","6,465,452 Mana shares redeemed for $65.3M ($10.10/share); 9.5M shares outstanding post-closing.","Legacy Cardio stockholders (72.8% ownership) received ~6.9M shares; Sponsor holds 17.1% (1.625M shares).","Earnout up to 1M additional shares if stock price reaches $12.50-$20.00 targets over 4 years.","Common stock and warrants now trade on Nasdaq under CDIO and CDIOW; lock-up on ~5.2M shares for 6 months."],"urls":{"canonical":"https://secwatch.observer/filing/0001079973-22-001382","json":"https://secwatch.observer/filing/0001079973-22-001382.json","markdown":"https://secwatch.observer/filing/0001079973-22-001382.md","text":"https://secwatch.observer/filing/0001079973-22-001382.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/cdio_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-22T21:55:50.406321+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"06c591c602","claim":"Robert Philibert was appointed as Director at Cardio Diagnostics Holdings, Inc..","evidence_excerpt":"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. 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(Legacy Cardio) (closed 2022-10-25).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Cardio Diagnostics, Inc. (Legacy Cardio)"},{"label":"Closing","value":"2022-10-25"}],"fact_type":"ma_transaction"},{"claim_id":"d56308231525c10fa36fda3c3bf63757fcc707f5","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Mana, Mana Merger Sub Inc., Legacy Cardio and Meeshanthini Dogan, as representative of the Legacy Cardio 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5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2022-10-25"}],"fact_type":"shareholder_vote"},{"claim_id":"6af96a32ebe8418099f4513a0dbcee189e9e94b5","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 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Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}