Stockholders’ Equity | Note 9 – 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 On March 2, 2023, a stockholder exercised warrants in exchange for 100,000 390,000 During the six months ended June 30, 2023, the Company issued 4,977 10,000 During the six months ended June 30, 2023, the Company issued 84,032 100,000 In connection with the convertible notes payable (see Note 10 below) the noteholders converted $ 2,150,000 1,474,703 Warrants On October 1, 2019, Legacy Cardio issued warrants to a seed funding firm equivalent to 2% of the fully-diluted equity of Legacy Cardio, or 22,500 150,000 In April 2022, Legacy Cardio issued fully vested warrants to investors as part of private placement subscription agreements pursuant to which Legacy Cardio issued common stock. Each stockholder received warrants to purchase 50% of the common stock issued at an exercise price of $ 3.90 June 30, 2027 As of May 23, 2022, Legacy Cardio issued fully vested warrants to investors as part of an additional private placement subscription agreements pursuant to which Legacy Cardio issued common stock. Each stockholder received warrants to purchase 50% of the common stock issued at an exercise price of $ 6.21 All of the warrants issued by Legacy Cardio were exchanged in the Business Combination for warrants of the Company based on the merger exchange ratio. Warrant activity during the six months ended June 30, 2023 and 2022 follows: Schedule of warrant activity Weighted Average Remaining Warrants Outstanding Average Exercise Price Contractual Life (Years) Warrants outstanding at December 31, 2021 215,654 $ 13.35 5.90 Warrants granted 1,593,349 — Warrants outstanding at June 30, 2022 1,809,003 $ 15.85 5.07 Warrants outstanding at December 31, 2022 7,954,620 9.63 4.46 Warrants exercised (100,000 ) 13.35 Warrants outstanding at June 30, 2023 7,854,620 $ 9.70 3.97 Options In May 2022, Legacy Cardio granted 513,413 1,759,599 3.90 May 6, 2032 Option activity during the six months ended June 30, 2023 and 2022 follows: Schedule of option activity Weighted Average Remaining Options Outstanding Average Exercise Price Contractual Life (Years) Options outstanding at December 31, 2021 — $ — Options granted 1,759,599 3.90 Options outstanding at June 30, 2022 1,759,599 $ 15.85 9.86 Options outstanding at December 31, 2022 1,759,599 3.90 9.35 Options granted 825,000 1.26 Options outstanding at June 30, 2023 2,584,599 $ 3.06 9.38 |