--- 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" generated_at: "2026-06-22T21:55:50.406321+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Cardio Diagnostics completes SPAC merger with Mana Capital; begins trading as CDIO, CDIOW ## Summary - 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. ## SEC filing metadata - 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 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - 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 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001079973-22-001382 - JSON: https://secwatch.observer/filing/0001079973-22-001382.json - Plain text: https://secwatch.observer/filing/0001079973-22-001382.txt ## Key facts - Executive change Robert Philibert was appointed as Director at Cardio Diagnostics Holdings, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Executive change Warren Hosseinion was appointed as Director at Cardio Diagnostics Holdings, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Executive change Allan Liu resigned as Director at Cardio Diagnostics Holdings, Inc.. - Action: resigned - Role: Director source text: Allan Liu and Loren Mortman also resigned as members of the Board of Directors, effective as of the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Executive change Brandon Sim was appointed as Director at Cardio Diagnostics Holdings, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Executive change 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Executive change Timur Dogan was appointed as Chief Technology Officer at Cardio Diagnostics Holdings, Inc.. - Action: appointed - Role: Chief Technology Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Executive change Elisa Luqman was appointed as Chief Financial Officer at Cardio Diagnostics Holdings, Inc.. - Action: appointed - Role: Chief Financial Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Executive change Stanley K. Lau was appointed as Director at Cardio Diagnostics Holdings, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Executive change Jonathan Intrater resigned as Chief Executive Officer at Cardio Diagnostics Holdings, Inc.. - Action: resigned - Role: Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Executive change Meeshanthini Dogan was appointed as Chief Executive Officer at Cardio Diagnostics Holdings, Inc.. - Action: appointed - Role: Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Executive change Oded Levy was appointed as Director at Cardio Diagnostics Holdings, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Executive change Robert Philibert was appointed as Chief Medical Officer at Cardio Diagnostics Holdings, Inc.. - Action: appointed - Role: Chief Medical Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Executive change James Intrater was appointed as Director at Cardio Diagnostics Holdings, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Executive change Meeshanthini Dogan was appointed as Director at Cardio Diagnostics Holdings, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Executive change Loren Mortman resigned as Director at Cardio Diagnostics Holdings, Inc.. - Action: resigned - Role: Director source text: Allan Liu and Loren Mortman also resigned as members of the Board of Directors, effective as of the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Governance Changes Cardio Diagnostics Holdings, Inc.: The Company ceased being a shell company as a result of the Business Combination. - Change: shell status source text: As a result of the Business Combination, the Company ceased being a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - M&A Transactions 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Shareholder Votes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997322001382/0001079973-22-001382-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.