Cardio Diagnostics (CDIO) POS AM 24 Apr 23 Prospectus update (post-effective amendment) Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2022
Cover [Abstract]
Document Type	POS AM
Amendment Flag	true
Amendment Description	The original registration statement (the “Existing Registration Statement”) of Cardio Diagnostics Holdings, Inc. (the “Company,” “Cardio,” “we,” or “us”) on Form S-1 (File No. 333-268759) declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 24, 2023, to which this Registration Statement is Post-Effective Amendment No. 1 (this “Registration Statement”), covered (a) the issuance by us of up to an aggregate of up to 3,486,686 shares of our common stock, $0.00001 par value per share (“Common Stock”), consisting of (i) up to 236,686 shares of Common Stock that are issuable upon the exercise of 236,686 Sponsor Warrants (as defined below) originally issued to the Sponsor in a private placement in connection with the IPO (as defined below), and (ii) up to 3,250,000 shares of Common Stock that are issuable upon the exercise of 3,250,000 Public Warrants (as defined below) originally issued in the IPO, and collectively with the Sponsor Warrants, the “Mana Warrants” and (b) the offer and sale from time to time by the selling securityholders named in this prospectus or their pledgees, donees, transferees, assignees, successors (the “Selling Securityholders”) of: (i)  up to 11,883,256 shares of Common Stock including: (A) 3,493,296 Business Combination Shares (as defined below); (B) 944,428 Founder Shares (as defined below); (C) 1,754,219 shares of Common Stock issuable upon the exercise of Legacy Cardio Options (as defined below); and (D) 5,691,313 shares of Common Stock that may be issued upon exercise of outstanding warrants, including the following: (1) 3,250,000 Public Warrant shares; (2) 236,686 Sponsor Warrant shares; and (3) 2,204,627 Legacy Cardio Warrant shares; and (ii) up to 236,686 Sponsor Warrants. We will not receive any proceeds from the sale of shares of Common Stock or Warrants by the Selling Securityholders pursuant to this prospectus.
Entity Registrant Name	CARDIO DIAGNOSTICS HOLDINGS, INC.
Entity Central Index Key	0001870144
Entity Primary SIC Number	6770
Entity Tax Identification Number	87-0925574
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	400 North Aberdeen Street
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60642
City Area Code	855
Local Phone Number	226-9991
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 4,117,521	$ 512,767
Deposit for acquisition	0	250,000
Accounts receivable	0	901
Prepaid expenses and other current assets	1,768,366	39,839
Total current assets	5,885,887	803,507
Long-term assets
Intangible assets, net	37,333	53,333
Deposits	4,950	0
Patent costs	321,308	245,154
Total assets	6,249,478	1,101,994
Current liabilities:
Accounts payable and accrued expenses	1,098,738	33,885
Finance agreement payable	849,032	0
Total liabilities	1,947,770	33,885
Stockholder’s equity
Preferred stock, $0.00001 par value; authorized - 100,000,000 shares; 0 shares issued and outstanding as of December 31, 2022 and 2021, respectively	0	0
Common stock, $0.00001 par value; authorized - 300,000,000 shares; 9,514,743 and 1,232,324 shares issued and outstanding as of December 31, 2022 and 2021, respectively	95
Additional paid-in capital	10,293,159	2,398,547
Accumulated deficit	(5,991,546)	(1,330,561)
Total stockholders’ equity	4,301,708	1,068,109
Total liabilities and stockholders’ equity	$ 6,249,478	$ 1,101,994

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	9,514,743	1,232,324
Common stock, shares outstanding	9,514,743	1,232,324

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 950	$ 901
Operating expenses
Sales and marketing	92,700	103,318
Research and development	40,448	31,468
General and administrative expenses	4,400,253	470,563
Amortization	16,000	16,000
Total operating expenses	4,549,401	621,349
Loss from operations	(4,548,451)	(620,448)
Other expenses
Acquisition related expense	(112,534)	0
Loss from operations before provision for income taxes	(4,660,985)	(620,448)
Provision for income taxes	0	0
Net loss	$ (4,660,985)	$ (620,448)

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Earnings per share, basic	$ (1.51)	$ (0.53)
Earnings per share, diluted	$ (1.51)	$ (0.53)
Weighted average number of shares outstanding, basic	3,087,683	1,163,222
Weighted average number of shares outstanding, diluted	3,087,683	1,163,222

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 36	$ 770,442	$ (710,113)	$ 60,365
Beginning balance, shares at Dec. 31, 2020	3,599,712
Common stock issued for cash	$ 3	1,224,997		1,225,000
Common stock issued for cash, shares	314,489
Placement agent fee		(105,000)		(105,000)
Stock-based compensation	$ 2	59,998		60,000
Stock-based compensation, shares	172,905
SAFE agreements converted to Common Stock	$ 1	451,470		451,471
SAFE agreements converted to common stock, shares	136,388
Adjustment to patent deposits contributed by shareholders		(3,279)		(3,279)
Net loss			(620,448)	(620,448)
Ending balance, value at Dec. 31, 2021	$ 42	2,398,628	(1,330,561)	1,068,109
Ending balance, shares at Dec. 31, 2021	4,223,494
Common stock and warrants issued for cash	$ 25	11,986,011		11,986,036
Common stock and warrants issued for cash, shares	2,484,872
Placement agent fee		(1,198,604)		(1,198,604)
Recapitalization transaction costs		(1,535,035)		(1,535,035)
Warrants converted to Common Stock	$ 1	(1)
Warrants converted to common stock, shares	66,465
Common stock issued in merger with Mana Capital Acquisition Corp.	$ 27	(27)
Common stock issued in merger with mana capital acquisition corp, shares	2,696,578
Note receivable converted to Common Stock in merger		(433,334)		(433,334)
Note receivable converted to common stock in merger, shares	43,334
Cash acquired in merger with Mana Capital Acquisition Corp.		4,021		4,021
Liabilities assumed in merger with Mana Capital Acquisition Corp.		(928,500)		(928,500)
Net loss			(4,660,985)	(4,660,985)
Ending balance, value at Dec. 31, 2022	$ 95	$ 10,293,159	$ (5,991,546)	$ 4,301,708
Ending balance, shares at Dec. 31, 2022	9,514,743

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (4,660,985)	$ (620,448)
cash used in operating activities
Amortization	16,000	16,000
Acquisition related expense	112,534	0
Stock-based compensation expense	0	60,000
Adjustment to patent deposits contributed by shareholders	0	(3,279)
Changes in operating assets and liabilities:
Accounts receivable	901	(901)
Prepaid expenses and other current assets	(690,821)	(31,009)
Deposits	(4,950)	0
Accounts payable and accrued expenses	136,353	(5,654)
NET CASH USED IN OPERATING ACTIVITIES	(5,090,968)	(585,291)
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposit for acquisition	0	(250,000)
Cash acquired from acquisition	4,021	0
Repayment of deposit for acquisition	137,466	0
Payments for notes receivable	(433,334)	0
Patent costs incurred	(76,154)	(114,029)
NET CASH USED IN INVESTING ACTIVITIES	(368,001)	(364,029)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of Common Stock	11,986,037	1,120,000
Proceeds from stock to be issued	0	105,000
Payments of finance agreement	(188,674)	0
Payments of recapitalization transaction costs	(1,535,035)	0
Payments of placement agent fee	(1,198,604)	0
NET CASH PROVIDED BY FINANCING ACTIVITIES	9,063,723	1,225,000
NET INCREASE IN CASH	3,604,755	275,680
CASH - BEGINNING OF YEAR	512,767	237,087
CASH - END OF YEAR	4,117,521	512,767
Cash paid during the year for:
Interest	5,829	0
Non-cash investing and financing activities:
Common stock issued for acquisition	754	0
Liabilities assumed in acquisition	928,500	0
Financing agreement entered into for prepaid insurance	1,037,706
Common stock issued for SAFE agreements	$ 0	$ 451,471

Organization and Basis of Prese

Organization and Basis of Presentation	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Basis of Presentation	Note 1 - Organization and Basis of Presentation The consolidated financial statements presented are those of Cardio Diagnostics Holdings, Inc., (the “Company”) and its wholly-owned subsidiary, Cardio Diagnostics, Inc. (“Legacy Cardio”). The Company was incorporated as Mana Capital Acquisition Corp. under the laws of the state of Delaware on May 19, 2021 and Legacy Cardio was formed on January 16, 2017 as an Iowa limited liability company (Cardio Diagnostics, LLC) and was subsequently incorporated as a Delaware C-Corp on September 6, 2019. The Company was formed to develop and commercialize a patent-pending Artificial Intelligence (“AI”)-driven DNA biomarker testing technology (“Core Technology”) for cardiovascular disease invented at the University of Iowa by the Founders, with the goal of becoming one of the leading medical technology companies for enabling precision prevention, early detection and treatment of cardiovascular disease. The Company is transforming the approach to cardiovascular disease from reactive to proactive. The Core Technology is being incorporated into a series of products for major types of cardiovascular disease and associated co-morbidities including coronary heart disease (CHD), stroke, heart failure and diabetes. Business Combination On October 25, 2022, pursuant to a Merger Agreement, Mana Capital Acquisition Corp. (“Mana”), a special purpose acquisition company incorporated under the laws of the state of Delaware merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Mana Capital. Subsequent to the merger, Mana changed its name to Cardio Diagnostics Holdings Inc.

Merger Agreement and Reverse Re

Merger Agreement and Reverse Recapitalization	12 Months Ended
	Dec. 31, 2022
Merger Agreement And Reverse Recapitalization
Merger Agreement and Reverse Recapitalization	Note 2 – Merger Agreement and Reverse Recapitalization As discussed in Note 1, on October 25, 2022, the Company and Mana entered into the Merger Agreement, which has been accounted for as a reverse recapitalization in accordance with GAAP. Pursuant to the Merger Agreement, the Company acquired cash of $ 4,021 928,500 Mana’s Common Stock had a redemption right in connection with the business combination. Mana’s stockholders exercised their right to redeem 6,465,452 99.5 10.10 65,310,892 1,976,749 9,514,743 1,535,035 As additional consideration for the transaction, Cardio will issue to each holder who was entitled to merger consideration at the Closing, its pro rata 1,000,000 In evaluating the accounting treatment for the earnout, we have concluded that the earnout is not a liability under Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, is not subject to the accounting guidance under ASC 718, Compensation—Stock Compensation, and is not subject to derivative accounting under ASC 815, Derivative and Hedging. As such, the earnout is recognized in equity at fair value upon the closing of the Business Combination. As of the date of filing of this Annual Report on Form 10-K, the Company’s Common Stock did not trade at equal to or greater than $12.50 for a period of at least 30 trading days out of 40 consecutive trading days and the Company has not issued any Earnout Shares.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 – Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Cardio Diagnostics, LLC. All intercompany accounts and transactions have been eliminated. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions) Revenue Recognition The Company will host its product, Epi+Gen CHD™ on InTeleLab’s Elicity platform (“the Lab”). The Lab collects payments from patients upon completion of eligibility screening. Patients then send their samples to MOgene, a high complexity CLIA lab, which perform the biomarker assessments. Upon receipt of the raw biomarker data from MOgene, the Company performs all quality control, analytical assessments and report generation and shares test reports with the Elicity healthcare provider via the Elicity platform. Revenue is recognized upon receipt of payments from the Lab for each test at the end of each month. The Company will account for revenue under (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the modified retrospective method. The modified retrospective adoption used by the Company did not result in a material cumulative effect adjustment to the opening balance of accumulated deficit. The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 4. Allocating the transaction price to the performance obligations in the contract; and 5. Recognizing revenue when (or as) the Company satisfies its performance obligations. Research and Development Research and development costs are expensed as incurred. Research and development costs charged to operations for the years ended December 31, 2022 and 2021 were $ 40,448 31,468 Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $ 92,700 103,318 Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. The Company does no 250,000 Patent Costs The Company accounts for patents in accordance with ASC 350-30, General Intangibles Other than Goodwill Long-Lived Assets The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows. Stock-Based Compensation The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity, Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements . Recent Accounting Pronouncements We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the condensed consolidated financial statements as a result of future adoption.

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 4 – Intangible Assets The following tables provide detail associated with the Company’s acquired identifiable intangible assets: Schedule of intangible assets As of December 31, 2022 Gross Carrying Accumulated Net Carrying Weighted Amortized intangible assets: Know-how license $ 80.000 $ (42,667 ) $ 37,333 5 Total $ 80.000 $ (42,667 ) $ 37,333 Amortization expense charged to operations was $ 16,000

Patent Costs

Patent Costs	12 Months Ended
	Dec. 31, 2022
Patent Costs
Patent Costs	Note 5 – Patent Costs As of December 31, 2022, the Company has three pending patent applications. The initial patent applications consist of a US patent and international patents filed in six countries. The US patent was granted on August 16, 2022. The EU patent was granted on March 31, 2021. The validation of the EU patent in each of the six countries is pending. Legal fees associated with the patents totaled $ 321,308 245,154

Finance Agreement Payable

Finance Agreement Payable	12 Months Ended
	Dec. 31, 2022
Finance Agreement Payable
Finance Agreement Payable	Note 6 – Finance Agreement Payable On October 31, 2022, the Company entered into an agreement with a premium financing company to finance its Directors and Officers insurance premiums for 12-month policies effective October 25, 2022. The amount financed of $ 1,037,706 6.216 September 28, 2023 849,032 926,658

Earnings (Loss) Per Common Shar

Earnings (Loss) Per Common Share	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Earnings (Loss) Per Common Share	Note 7 – Earnings (Loss) Per Common Share The Company calculates net income (loss) per common share in accordance with ASC 260 “ Earnings Per Share Schedule of anti dilutive earning per share Years Ended December 31, 2022 2021 Stock warrants 7,954,620 114,924 Stock options 3,256,383 — Total shares excluded from calculation 11,211,003 114,924

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Stockholders’ Equity	Note 8 – Stockholders’ Equity Stock Transactions Pursuant to the Business Combination Agreement on October 25, 2022, the Company issued the following securities: Holders of conversion rights issued as a component of units in Mana’s initial public offering (the “Public Rights”) were issued an aggregate of 928,571 Holders of existing shares of Common Stock of Legacy Cardio and the holder of equity rights of Legacy Cardio (together, the “Legacy Cardio Stockholders”) received an aggregate of 6,883,306 exchange ratio of 3.427259 pursuant to the Merger Agreement The Legacy Cardio Stockholders received, in addition, an aggregate of 43,334 433,334 Mana public stockholders (excluding Mana Capital, LLC, the SPAC sponsor (the “Sponsor”), and Mana’s former officers and directors) own 34,548 shares of the Company’s Common Stock and the Sponsor, Mana’s former officers and directors and certain permitted transferees own 1,625,000 Immediately after giving effect to the Business Combination, there were 9,514,743 issued and outstanding shares of the Company’s Common Stock. On October 25, 2022, in connection with the approval of the Business Combination, the Company’s stockholders approved the Cardio Diagnostics Holdings, Inc. 2022 Equity Incentive Plan (the “2022 Plan”). The purpose of the 2022 Plan is to promote the interests of the Company and its stockholders by providing eligible employees, officers, directors and consultants with additional incentives to remain with the Company and its subsidiaries, to increase their efforts to make the Company more successful, to reward such persons by providing an opportunity to acquire shares of Common Stock on favorable terms and to attract and retain the best available personnel to participate in the ongoing business operations of the Company. The 2022 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares. The 2022 Plan, as approved, permits the issuance of up to 3,256,383 Common Stock Issued The Company sold 744,425 11,986,036 1,198,604 214,998 In connection with a private offering memorandum that the Company issued through a placement agent on April 12, 2021, the Company sold 91,761 1,225,000 105,000 23,596 On March 10, 2021, the Company issued 50,450 60,000 On March 15, 2021, the investors converted their SAFE agreements to 39,786 451,471 Warrants On October 1, 2019, the Company issued warrants to a seed funding firm equivalent to 2% of the fully-diluted equity of the Company, or 22,500 150,000 In April and May 2022, the Company issued fully vested warrants to investors as part of private placement subscription agreements pursuant to which the Company issued Common Stock. Each shareholder received warrants to purchase 50% of the Common Stock issued at an exercise price of $ 3.90 June 30, 2027 From May 23, 2022 through September 2022, the Company issued fully vested warrants to investors as part of an additional private placement subscription agreements pursuant to which the Company issued Common Stock. Each shareholder received warrants to purchase 50% of the Common Stock issued at an exercise price of $ 6.21 Warrant activity during the years ended December 31, 2022 and 2021 follows: Schedule of warrant activity Weighted Average Remaining Warrants Outstanding Average Exercise Price Contractual Life (Years) Warrants outstanding at December 31, 2020 52,000 $ 13.35 13.76 Warrants granted 62,924 13.35 Warrants outstanding at December 31, 2021 114,924 13.35 5.90 Warrants granted 1,988,973 4.84 Warrants received in merger 5,749,993 11.50 Merger adjustment to prior year 152,730 3.90 Warrants exercised (52,000 ) 13.35 Warrants outstanding at December 31, 2022 7,954,620 $ 9.63 4.46 Options In May 2022, the Legacy Cardio granted 513,413 1,759,599 3.90 May 6, 2032

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 9 - Income Taxes The reconciliation between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense (benefit) for the year ended December 31, 2022 is as follows: Schedule of effective income tax rate reconciliation Statutory U.S. federal income tax rate (21.0 )% Change in Valuation Allowance 21.0 % Effective tax rate 0.0 % At December 31, the significant components of the deferred tax assets (liabilities) are summarized below: Schedule of deferred income tax assets 2022 2021 Deferred Tax Assets: Net Operating Losses $ 1,611,487 $ 146,578 Other 1,962 — Stock-based compensation 186,611 197,895 Total deferred tax assets 1,800,060 344,473 Deferred Tax Liabilities — — Valuation Allowance (1,800,060 ) (344,473 ) Net deferred tax assets $ — $ — As of December 31, 2022, the Company had federal net operating loss carryforwards of approximately $ 5.3 5.3 50 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized. In accordance with ASC 740, a valuation allowance must be established if it is more likely than not that the deferred tax assets will not be realized. This assessment is based upon consideration of available positive and negative evidence, which includes, among other things, the Company’s most recent results of operations and expected future profitability. Based on the Company’s cumulative losses in recent years, a full valuation allowance against the Company’s deferred tax assets as of December 31, 2022 has been established as Management believes that the Company will not more likely than not realize the benefit of those deferred tax assets. Therefore, no The Company complies with the provisions of ASC 740-10 in accounting for its uncertain tax positions. ASC 740-10 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely that not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Management has determined that the Company has no significant uncertain tax positions requiring recognition under ASC 740-10. The Company is subject to income tax in the U.S., and certain state jurisdictions. The Company has not been audited by the U.S. Internal Revenue Service, or any states in connection with income taxes. The Company’s tax years generally remain open to examination for all federal and state income tax matters until its net operating loss carryforwards are utilized and the applicable statutes of limitation have expired. The federal and state tax authorities can generally reduce a net operating loss (but not create taxable income) for a period outside the statute of limitations in order to determine the correct amount of net operating loss which may be allowed as a deduction against income for a period within the statute of limitations. The Company recognizes interest and penalties related to unrecognized tax benefits, if incurred, as a component of income tax expense. No On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOL’s incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company is currently evaluating the impact of the CARES Act, but at present does not expect that the NOL carryback provision of the CARES Act would result in a material cash benefit to us.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 10 – Commitments and Contingencies Deposit For Acquisition On April 14, 2021, the Company deposited $ 250,000 112,534 137,466 Prior Relationship of Cardio with Boustead Securities, LLC At the commencement of efforts to pursue what ultimately ended in the terminated business acquisition referred to above under “Deposit for Acquisition,” Legacy Cardio entered into a Placement Agent and Advisory Services Agreement (the “Placement Agent Agreement”), dated April 12, 2021, with Boustead Securities, LLC ("Boustead Securities”). This agreement was terminated in April 2022, when Legacy Cardio terminated the underlying agreement and plan of merger and the accompanying escrow agreement relating to that proposed business acquisition after efforts to complete the transaction failed, despite several extensions of the closing deadline. Under the terminated Placement Agent Agreement, Legacy Cardio agreed to certain future rights in favor of Boustead Securities, including (i) a two-year tail period during which Boustead Securities would be entitled to compensation if Cardio were to close on a transaction (as defined in the Placement Agent Agreement) with any party that was introduced to Legacy Cardio by Boustead Securities; and (ii) a right of first refusal to act as the Company’s exclusive placement agent for 24-months from the end of the term of the Placement Agent Agreement (the “right of first refusal”). Cardio has taken the position that due to Boustead Securities’ failure to perform as contemplated by the Placement Agent Agreement, these provisions purporting to provide future rights are null and void. Boustead Securities responded to the termination of the Placement Agent Agreement by disputing Legacy Cardio’s contention that it had not performed under the Placement Agent Agreement because, among other things, Boustead Securities had never sought out prospective investors. In its response, Boustead Securities included a list of funds that they had supposedly contacted on Legacy Cardio’s behalf. While Boustead Securities’ contention appears to contradict earlier communications from Boustead Securities in which they indicated that they had not made any such contacts or introductions, Boustead Securities is currently contending that they are due success fees for two years following the termination of the Placement Agent Agreement on any transaction with any person on the list of supposed contacts or introductions. Legacy Cardio strongly disputes this position. Notwithstanding the foregoing, the Company has not consummated any transaction, as defined, with any potential party that purportedly was a contact of Boustead Securities in connection with the Placement Agent Agreement and has no plans to do so at any time during the tail period. No legal proceedings have been instigated by either party, and Cardio believes that the final outcome will not have a material adverse impact on its financial condition. The Benchmark Company, LLC Right of First Refusal As noted in Note 1, the Company completed a business combination with Mana on October 25, 2022. In connection with the proposed business combination, by agreement dated May 13, 2022, Mana engaged The Benchmark Company, LLC (“Benchmark”) as its M&A advisor. Upon closing of the business combination, Cardio assumed the contractual engagement entered into by Mana. On November 14, 2022, Cardio and Benchmark entered into Amendment No. 1 Engagement Letter (the “Amendment Engagement”). Pursuant to the Amendment Engagement, Benchmark has been granted a right of first refusal to act as lead or joint-lead investment banker, lead or joint-lead book-runner and/or lead or joint-lead placement agent for all future public and private equity and debt offerings through October 25, 2023. In this regard, the Company and Benchmark are in discussions regarding the convertible debenture financing the Company entered into in March 2023 whether Benchmark might have any rights arising from the Company having entered into the convertible debenture financing in March 2023. No legal proceedings have been instigated, and the parties are continuing to discuss a resolution to this matter. Demand Letter and Potential Mootness Fee Claim On June 25, 2022, a plaintiffs’ securities law firm sent a demand letter to the Company alleging that the Company’s Registration Statement on Form S-4 filed (the “S-4 Registration Statement”) with the Securities and Exchange Commission (“SEC”) on May 31, 2022 omitted material information with respect to the Business Combination and demanding that the Company and its Board of Directors immediately provide corrective disclosures in an amendment or supplement to the Registration Statement. Subsequent thereto, the Company filed amendments to the S-4 Registration Statement on July 27, 2022, August 23, 2022, September 15, 2022, October 4, 2022 and October 5, 2022 in which it responded to various comments of the SEC staff and otherwise updated its disclosure. In October 2023, the SEC completed its review and declared the S-4 registration statement on October 6, 2022. On February 23, 2023 and February 27, 2023, plaintiffs’ securities law firm contacted the Company’s counsel asking who will be negotiating a mootness fee relating to the purported claims set forth in the June 25, 2022 demand letter. The Company vigorously denies that the S-4 is deficient in any respect. The Company believes that the claims asserted in the Demand Letter are without merit and that no further disclosure is required to supplement the S-4 Registration Statement under applicable laws. The Company cannot preclude the possibility that claims or lawsuits brought relating to any alleged securities law violations or breaches of fiduciary duty could potentially require significant time and resources to defend and/or settle and distract its management and board of directors from focusing on its business.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 11 - Related Party Transactions The Company reimburses Behavioral Diagnostic, LLC (“BDLLC”), a company owned by its Chief Medical Officer for salaries of the Company’s CEO and its senior data scientist, who is the husband of the CEO. Payments to BDLLC for salaries totaled $ 0 79,920

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 12 – Subsequent Events The Company evaluated its December 31, 2022 consolidated financial statements for subsequent events through the date the consolidated financial statements were issued. Securities Issued On March 2, 2023, a stockholder exercised warrants for 100,000 390,000 On March 8, 2023, the Company entered into a securities purchase agreement (“Securities Purchase Agreement”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”) under which the Company agreed to sell and issue to Yorkville convertible debentures (“Convertible Debentures”) in a gross aggregate principal amount of up to $ 11.2 90 5 4.5 Prepayment of Deferred Contractual Obligation On March 27, 2023, the Company accepted an early pay discount offered by one of its investment bankers with respect to a deferred payment obligation incurred by Mana in connection with its initial public offering and paid that investment banker the net balance due and payable of $ 419,475

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Cardio Diagnostics, LLC. All intercompany accounts and transactions have been eliminated.
Use of Estimates in the Preparation of Financial Statements	Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Fair Value Measurements	Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
Revenue Recognition	Revenue Recognition The Company will host its product, Epi+Gen CHD™ on InTeleLab’s Elicity platform (“the Lab”). The Lab collects payments from patients upon completion of eligibility screening. Patients then send their samples to MOgene, a high complexity CLIA lab, which perform the biomarker assessments. Upon receipt of the raw biomarker data from MOgene, the Company performs all quality control, analytical assessments and report generation and shares test reports with the Elicity healthcare provider via the Elicity platform. Revenue is recognized upon receipt of payments from the Lab for each test at the end of each month. The Company will account for revenue under (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”, using the modified retrospective method. The modified retrospective adoption used by the Company did not result in a material cumulative effect adjustment to the opening balance of accumulated deficit. The Company determines the measurement of revenue and the timing of revenue recognition utilizing the following core principles: 1. Identifying the contract with a customer; 2. Identifying the performance obligations in the contract; 3. Determining the transaction price; 4. Allocating the transaction price to the performance obligations in the contract; and 5. Recognizing revenue when (or as) the Company satisfies its performance obligations.
Research and Development	Research and Development Research and development costs are expensed as incurred. Research and development costs charged to operations for the years ended December 31, 2022 and 2021 were $ 40,448 31,468
Advertising Costs	Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $ 92,700 103,318
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and highly liquid investments with original maturities of 90 days or less at the date of purchase. The Company does no 250,000
Patent Costs	Patent Costs The Company accounts for patents in accordance with ASC 350-30, General Intangibles Other than Goodwill
Long-Lived Assets	Long-Lived Assets The Company assesses the valuation of components of its property and equipment and other long-lived assets whenever events or circumstances dictate that the carrying value might not be recoverable. The Company bases its evaluation on indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such factors indicate that the carrying amount of an asset or asset group may not be recoverable, the Company determines whether an impairment has occurred by analyzing an estimate of undiscounted future cash flows at the lowest level for which identifiable cash flows exist. If the estimate of undiscounted cash flows during the estimated useful life of the asset is less than the carrying value of the asset, the Company recognizes a loss for the difference between the carrying value of the asset and its estimated fair value, generally measured by the present value of the estimated cash flows.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for its stock-based awards granted under its employee compensation plan in accordance with ASC Topic No. 718-20, Awards Classified as Equity,
Income Taxes	Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes The Company applies the provisions of ASC Topic No. 740 for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the Company’s financial statements .
Recent Accounting Pronouncements	Recent Accounting Pronouncements We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the condensed consolidated financial statements as a result of future adoption.

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	Schedule of intangible assets As of December 31, 2022 Gross Carrying Accumulated Net Carrying Weighted Amortized intangible assets: Know-how license $ 80.000 $ (42,667 ) $ 37,333 5 Total $ 80.000 $ (42,667 ) $ 37,333

Earnings (Loss) Per Common Sh_2

Earnings (Loss) Per Common Share (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Schedule of anti dilutive earning per share	Schedule of anti dilutive earning per share Years Ended December 31, 2022 2021 Stock warrants 7,954,620 114,924 Stock options 3,256,383 — Total shares excluded from calculation 11,211,003 114,924

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Schedule of warrant activity	Schedule of warrant activity Weighted Average Remaining Warrants Outstanding Average Exercise Price Contractual Life (Years) Warrants outstanding at December 31, 2020 52,000 $ 13.35 13.76 Warrants granted 62,924 13.35 Warrants outstanding at December 31, 2021 114,924 13.35 5.90 Warrants granted 1,988,973 4.84 Warrants received in merger 5,749,993 11.50 Merger adjustment to prior year 152,730 3.90 Warrants exercised (52,000 ) 13.35 Warrants outstanding at December 31, 2022 7,954,620 $ 9.63 4.46

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of effective income tax rate reconciliation	Schedule of effective income tax rate reconciliation Statutory U.S. federal income tax rate (21.0 )% Change in Valuation Allowance 21.0 % Effective tax rate 0.0 %
Schedule of deferred income tax assets	Schedule of deferred income tax assets 2022 2021 Deferred Tax Assets: Net Operating Losses $ 1,611,487 $ 146,578 Other 1,962 — Stock-based compensation 186,611 197,895 Total deferred tax assets 1,800,060 344,473 Deferred Tax Liabilities — — Valuation Allowance (1,800,060 ) (344,473 ) Net deferred tax assets $ — $ —

Merger Agreement and Reverse _2

Merger Agreement and Reverse Recapitalization (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Merger Agreement And Reverse Recapitalization
Acquired cash	$ 4,021	$ 0
Assumed liabilities	$ 928,500
Stock redeemed	6,465,452
Redemption percentage	99.50%
Redemption price per shre	$ 10.10
Redemption amount	$ 65,310,892
Reverse recapitalization shares	1,976,749
Common shares reversed	9,514,743
Recapitalization cost	$ 1,535,035
Additional shares	1,000,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Research and development expense	$ 40,448	$ 31,468
Advertising costs	92,700	103,318
Cash equivalents	0	$ 0
FDIC insured amount	$ 250,000

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Intangible assets gross	$ 80
Intangible assets accumulated amortization	(42,667)
Intangible assets net	37,333	$ 53,333
Know How License [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets gross	80
Intangible assets accumulated amortization	(42,667)
Intangible assets net	$ 37,333
Weighted average useful life	5 years

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 16,000	$ 16,000

Patent Costs (Details Narrative

Patent Costs (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Patent Costs
Patent costs	$ 321,308	$ 245,154

Finance Agreement Payable (Deta

Finance Agreement Payable (Details Narrative) - USD ($)		12 Months Ended
	Oct. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Finance Agreement Payable
Financing agreement entered into for prepaid insurance	$ 1,037,706	$ 1,037,706
Interest rate	6.216%
Maturity date	Sep. 28, 2023
Finance agreement payable		$ 849,032	$ 0
Prepaid expenses	$ 926,658

Earnings (Loss) Per Common Sh_3

Earnings (Loss) Per Common Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	11,211,003	114,924
Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	7,954,620	114,924
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	3,256,383	0

Stockholders' Equity (Details)

Stockholders' Equity (Details) - Warrant [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding, beginning	114,924	52,000
Weighted average exercise price outstanding, beginning	$ 13.35	$ 13.35
Weighted average remaining contractual life	4 years 5 months 15 days	5 years 10 months 24 days	13 years 9 months 3 days
Warrants granted	1,988,973	62,924
Weighted average exercise price granted	$ 4.84	$ 13.35
Warrants received in merger	5,749,993
Weighted average exercise price exercised received in merger	$ 11.50
Warrants merger adjustment to prior year	152,730
Weighted average exercise price merger adjustment to prior year	$ 3.90
Warrants exercised	(52,000)
Weighted average exercise price exercised	$ 13.35
Warrants Outstanding, Ending	7,954,620	114,924	52,000
Weighted average exercise price outstanding, ending	$ 9.63

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)					1 Months Ended	12 Months Ended
	Oct. 25, 2022	Apr. 30, 2022	Mar. 15, 2021	Mar. 10, 2021	May 31, 2022	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2022	Oct. 01, 2019
Subsidiary, Sale of Stock [Line Items]
Common stock issuance									22,500
Common stock sold						744,425	91,761
Proceeds from sale of stock						$ 0	$ 105,000
Payments of placement agent fee						1,198,604	$ 0
Common stock issued for service, shares				50,450
Common stock issued for service, value				$ 60,000
Conversion of shares, shares			39,786
Conversion of shares, Value			$ 451,471
Pre financing capitalization						150,000
Warrant exercise price		$ 3.90			$ 3.90			$ 6.21
Expiration date		Jun. 30, 2027			Jun. 30, 2027
Equity Option [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant exercise price	$ 3.90
Expiration date	May 06, 2032
Options issued	1,759,599				513,413
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued							314,489
Proceeds from sale of stock						11,986,036	$ 1,225,000
Payments of placement agent fee						$ 1,198,604	$ 105,000
Warrants issued						214,998	23,596
Plan 2022 [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock issuance						3,256,383
Legacy Cardio [Member]
Subsidiary, Sale of Stock [Line Items]
Conversion shares						43,334
Principal amount						$ 433,334
Manas Former Officers And Directors [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares transferred						1,625,000
Legacy Cardio Stockholders [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares received						$ 6,883,306
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued						928,571

INCOME TAXES (Details)

INCOME TAXES (Details)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	(21.00%)
Change in valuation allowance	21%
Effective tax rate	0%

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets:
Net Operating Losses	$ 1,611,487	$ 146,578
Other	1,962	0
Stock-based compensation	186,611	197,895
Total deferred tax assets	1,800,060	344,473
Deferred Tax Liabilities	0	0
Valuation Allowance	(1,800,060)	(344,473)
Net deferred tax assets	$ 0	$ 0

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
Tax ownership percentage	50%
Tax provision	$ 0
Interest or penalties	0	$ 0
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	5,300,000
State [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 5,300,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)		12 Months Ended
	Apr. 14, 2021	Dec. 31, 2022	Dec. 31, 2021	Jul. 26, 2022
Commitments and Contingencies Disclosure [Abstract]
Deposit for acquisition	$ 250,000	$ 0	$ 250,000
Acquisition related expense		$ 112,534	$ 0
Escrow balance				$ 137,466

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions [Abstract]
Payments to salaries	$ 0	$ 79,920

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)	Mar. 08, 2023	Mar. 02, 2023	Mar. 27, 2023
Subsequent Event [Line Items]
Warrant exercised		100,000
Proceeds warrant exercise		$ 390,000
Principal amount	$ 11,200,000
Convertible debentures percentage	90%
Proceeds convertible debenture	$ 5,000,000
Received from company amount	$ 4,500,000
Due and payable			$ 419,475