Cardio Diagnostics (CDIO) 10-K 1 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Mar. 28, 2024	Jun. 30, 2023
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41097
Entity Registrant Name	CARDIO DIAGNOSTICS HOLDINGS, INC.
Entity Central Index Key	0001870144
Entity Tax Identification Number	87-0925574
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	311 West Superior Street
Entity Address, Address Line Two	Suite 444
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60654
City Area Code	(302)
Local Phone Number	281-2147
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 9.4
Entity Common Stock, Shares Outstanding		21,591,119
Documents Incorporated by Reference [Text Block]	None.
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	273
Auditor Name	Prager Metis CPA’s LLC
Auditor Location	Hackensack, New Jersey
Common Stock, par value $0.00001
Title of 12(b) Security	Common Stock, par value $0.00001
Trading Symbol	CDIO
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one share of common stock
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one share of common stock
Trading Symbol	CDIOW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 1,283,523	$ 4,117,521
Accounts receivable	4,960
Prepaid expenses and other current assets	1,477,197	1,768,366
Total current assets	2,765,680	5,885,887
Long-term assets
Property and equipment, net	571,873
Right of use assets, net	575,227
Intangible assets, net	21,333	37,333
Deposits	12,850	4,950
Patent and trademark costs, net	515,402	321,308
Total assets	4,462,365	6,249,478
Current liabilities
Accounts payable and accrued expenses	243,213	1,098,738
Lease liability – current	223,929
Finance agreement payable	374,000	849,032
Total current liabilities	841,142	1,947,770
Long-term liabilities
Lease liability – long term	663,099
Total liabilities	1,504,241	1,947,770
Stockholders’ equity
Preferred stock, $.00001 par value; authorized – 100,000,000 shares; 0 shares issued and outstanding as of December 31, 2023 and 2022, respectively
Common stock, $.00001 par value; authorized – 300,000,000 shares; 20,540,409 and 9,514,743 shares issued and outstanding as of December 31, 2023 and 2022, respectively	205	95
Additional paid-in capital	17,326,299	10,293,159
Accumulated deficit	(14,368,380)	(5,991,546)
Total stockholders’ equity	2,958,124	4,301,708
Total liabilities and stockholders’ equity	$ 4,462,365	$ 6,249,478

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
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	20,540,409	9,514,743
Common stock, shares outstanding	20,540,409	9,514,743

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue	$ 17,065	$ 950
Operating expenses
Sales and marketing	158,514	92,700
Research and development	145,182	40,448
General and administrative expenses	6,936,646	4,400,253
Amortization	19,182	16,000
Total operating expenses	7,259,524	4,549,401
Loss from operations	(7,242,459)	(4,548,451)
Other income (expenses)
Change in fair value of derivative liability	5,406,220
Interest income	1,068
Interest expense	(6,735,013)
Gain on extinguishment of debt	193,350
Acquisition related expense		(112,534)
Total other income (expenses)	(1,134,375)	(112,534)
Loss before provision for income taxes	(8,376,834)	(4,660,985)
Provision for income taxes
Net loss	$ (8,376,834)	$ (4,660,985)
Basic and fully diluted income (loss) per common share:
Net loss per common share, basic	$ (0.66)	$ (1.51)
Net loss per common share, fully diluted	$ (0.66)	$ (1.51)
Weighted average common shares outstanding, basic	12,685,133	3,087,683
Weighted average common shares outstanding, fully diluted	12,685,133	3,087,683

CONDENSED CONSOLIDATED STATEM_2

CONDENSED 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, 2021	$ 42	$ 2,398,628	$ (1,330,561)	$ 1,068,109
Beginning 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
Placement agent fee		(315,000)		(315,000)
Restricted stock awards vested	$ 3	243,997		244,000
Restricted stock awards vested, shares	303,547
Notes payable converted to common stock	$ 106	5,604,846		5,604,952
Notes payable converted to common stock, shares	10,622,119
Compensation for vested stock options		1,035,273		1,035,273
Adjustment to liabilities assumed in merger with Mana		74,025		74,025
Recapitalization transaction costs				(1,535,035)
Warrants converted to common stock	$ 1	389,999		390,000
Warrants converted to common stock, shares	100,000
Net loss			(8,376,834)	(8,376,834)
Ending balance, value at Dec. 31, 2023	$ 205	$ 17,326,299	$ (14,368,380)	$ 2,958,124
Ending balance, shares at Dec. 31, 2023	20,540,409

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (8,376,834)	$ (4,660,985)
Adjustments to reconcile net loss to net
Depreciation	3,790	0
Amortization	107,830	16,000
Acquisition related expense		112,534
Stock-based compensation expense	1,279,273
Non-cash interest expense	6,704,522
Change in fair value of derivative liability	(5,406,220)
Gain on extinguishment of debt	(193,350)
Changes in operating assets and liabilities:
Accounts receivable	(4,960)	901
Prepaid expenses and other current assets	758,669	(690,821)
Deposits	(7,900)	(4,950)
Accounts payable and accrued expenses	(781,500)	136,353
Lease liability	244,505
NET CASH USED IN OPERATING ACTIVITIES	(5,672,175)	(5,090,968)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(575,663)
Cash acquired from acquisition		4,021
Repayment of deposit for acquisition		137,466
Payments for notes receivable		(433,334)
Payments for lease	(21,352)
Patent and trademark costs incurred	(197,276)	(76,154)
NET CASH USED IN INVESTING ACTIVITIES	(794,291)	(368,001)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		11,986,036
Proceeds from convertible notes payable	4,500,000
Proceeds from exercise of warrants	390,000
Payments of finance agreement	(942,532)	(188,674)
Payments of recapitalization transaction costs		(1,535,035)
Payments of placement agent fee	(315,000)	(1,198,604)
NET CASH PROVIDED BY FINANCING ACTIVITIES	3,632,468	9,063,723
NET INCREASE (DECREASE) IN CASH	(2,833,998)	3,604,754
CASH – BEGINNING OF YEAR	4,117,521	512,767
CASH – END OF YEAR	1,283,523	4,117,521
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest	30,491	5,829
Income taxes
Non-cash investing and financing activities:
Common stock issued for acquisition		754
Liabilities assumed in acquisition		928,500
Debt discount related to derivative liability	5,000,000
Notes payable converted to common stock	5,000,000
Adjustment to liabilities assumed in acquisition	74,025
Financing agreement entered into for prepaid insurance	467,500	1,037,706
Right of use asset added for operating lease	$ 642,523

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure [Table]
Net Income (Loss) Attributable to Parent	$ (8,376,834)	$ (4,660,985)

Insider Trading Arrangements

Insider Trading Arrangements	12 Months Ended
	Dec. 31, 2023
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Organization and Basis of Prese

Organization and Basis of Presentation	12 Months Ended
	Dec. 31, 2023
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. (“Mana”) 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 May 27, 2022, Mana, Mana Merger Sub, Inc. (“Merger Sub”), a wholly-owned direct subsidiary of Mana, Meeshanthini Dogan, the Shareholders’ Representative, and Legacy Cardio entered into the Business Combination Agreement (the “Merger Agreement”). Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated only nominal revenue in the past two years. The Company had a net loss of $ 8,376,834 14,368,380 The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Merger Agreement and Reverse Re

Merger Agreement and Reverse Recapitalization	12 Months Ended
	Dec. 31, 2023
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 (formerly known as Mana) and Legacy Cardio 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 $928,500 The assumed liabilities decreased to $854,475 $74,025 $419,475 $435,000 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 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, 2023
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, Legacy Cardio. 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 receivable, 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) The estimated fair value of the derivative liability was calculated using the Black-Scholes option pricing model. The Company uses Level 3 inputs to value its derivative liabilities. The following table provides a reconciliation of the beginning and ending balances for the major classes of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) and reflects gains and losses for the years ended December 31, 2023 and 2022. Schedule of fair value measurements 2023 2022 Liabilities: Balance of derivative liabilities – beginning of year $ — $ — Issued 9,192,672 — Converted (3,786,452 ) — Change in fair value recognized in operations (5,406,220 ) — Balance of derivative liabilities – end of year $ — $ — The following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of December 31, 2023, for each fair value hierarchy level: Schedule of fair value hierarchy level December 31, 2023 Derivative Liabilities Total Level I $ — $ — Level II $ — $ — Level III $ — $ — Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. Revenue Recognition The Company offers its products, Epi+Gen CHD and PrecisionCHD, via telemedicine providers, provider organizations such as concierge practices, longevity clinics, and risk-bearing provider organizations, and employer organizations. The Company is continuing to expand its markets and payment optionality, and therefore, other organization types not listed below may be added, and from time-to-time, there may be additional payment options. • Telemedicine For telemedicine, the telemedicine provider collects payments from patients upon completion of eligibility screening and test order. Patients then send their samples to the lab for biomarker assessments. The Company performs all quality control, analytical assessments and report generation and shares test reports with the ordering healthcare provider. Revenue is recognized upon invoicing the telemedicine providers. Telemedicine providers are invoiced at the end of each month for all tests completed since prior invoicing. • Provider organizations For provider organizations, the cost of each test is negotiated prior to testing commencing. Pricing is determined based largely on the provider organization type and testing volume commitment. Upon ordering a test, a patient’s sample is sent to the lab for biomarker assessments. The Company performs all quality control, analytical assessments and report generation and shares test reports with the ordering healthcare provider. Revenue is recognized upon invoicing the provider organization. The provider organization is invoiced the agreed upon pricing at the end of each month for all samples accepted or tests completed since prior invoicing. • Employer organizations For employer organizations, the cost of each test is negotiated prior to testing commencing. Pricing is determined based largely on testing volume commitment. Patient samples are sent to the lab for biomarker assessments. The Company performs all quality control, analytical assessments and report generation and shares test reports with the ordering healthcare provider. Revenue is recognized upon invoicing the employer organization. The employer organization is invoiced the agreed upon pricing once a heart disease fair is completed or all testing is completed. The Company accounts for revenue under Accounting Standards Update (“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, 2023 and 2022 were $145,182 $40,448 Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $158,514 $92,700 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 Accounts Receivable Accounts receivable is stated at invoiced amount, net of an allowance for doubtful accounts and bear no interest. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. Property and Equipment Property and equipment are stated at cost. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income. Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets as follows: Schedule of estimated lives Office and computer equipment 5 years Furniture and fixtures 7 years Intangible Assets Intangible assets are acquired individually or as part of a group of assets, and are initially recorded at cost. The cost of a group of assets acquired in a transaction is allocated to the individual assets based on their relative fair values. Intangible assets are carried at cost less accumulated amortization and any recorded impairment. Intangible assets with finite useful lives are amortized using a straight-line method over the period of estimated useful life. The estimated useful life of the Company’s intangible assets (Know-how license) is 5 years Patent and Trademark Costs The Company accounts for patents in accordance with ASC 350-30, the Company accounts for patents in accordance with ASC 350-30, General Intangibles Other than Goodwill Impairment of Long-Lived Assets In accordance with ASC 360-10-35, the Company assesses the valuation of components of its 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. Leases The Company accounts for leases under ASC 842, “Leases”. ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets. ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU assets are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. 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, which requires the measurement of compensation expense for all share-based compensation granted to employees and non-employee directors at fair value on the date of grant and recognition of compensation expense over the related service period for awards expected to vest. The Company uses the Black-Scholes option pricing model to estimate the fair value of its stock options and warrants. The Black-Scholes option pricing model requires the input of highly subjective assumptions including the expected stock price volatility of the Company’s common stock, the risk free interest rate at the date of grant, the expected vesting term of the grant, expected dividends, and an assumption related to forfeitures of such grants. Changes in these subjective input assumptions can materially affect the fair value estimate of the Company’s stock options and warrants. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic No. 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. 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. In accordance with this provision, tax positions must meet a more-likely-than-not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position. 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 consolidated financial statements as a result of future adoption.

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 4 – Property and Equipment Property and equipment are carried at cost and consist of the following at December 31, 2023 and 2022: Schedule of property and equipment 2023 2022 Office and computer equipment $ 17,394 $ — Furniture and fixtures 76,099 — Leasehold improvements 482,170 — Less: Accumulated depreciation (3,790 ) — Total $ 571,873 $ — Leasehold improvements of $482,170 Depreciation expense of $3,790 $0

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 5 – Intangible Assets The following table provides detail associated with the Company’s acquired identifiable intangible assets at December 31, 2023 and 2022: Schedule of intangible assets 2023 2022 Know-how license $ 80,000 $ 80,000 Less: Accumulated amortization (58,667 ) (42,667 ) Total $ 21,333 $ 37,333 Amortization expense charged to operations was $16,000

Patent and Trademark Costs

Patent and Trademark Costs	12 Months Ended
	Dec. 31, 2023
Patent And Trademark Costs
Patent and Trademark Costs	Note 6 – Patent and Trademark Costs As of December 31, 2023, in the first family of patents and patent applications owned solely by UIRF and is exclusively licensed by Cardio, there are five granted patents (US, EU, China, Australia and Hong Kong) and other pending patent applications. The Company has pending patent applications in patent families two, three, four and five. Legal fees associated with the patents and trademark totaled $515,402 $321,308 $3,182 $0 $3,182

Operating Leases

Operating Leases	12 Months Ended
	Dec. 31, 2023
Operating Leases
Operating Leases	Note 7 – Operating Leases The Company determines if a contract is, or contains, a lease at contract inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities and operating lease liabilities, net of current portion in the Company’s consolidated balance sheets. Finance leases are included in property and equipment, current portion of finance lease obligations and finance lease obligations, net of current portion in the Company’s consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. In addition, ROU assets include initial direct costs incurred by the lessee as well as any lease payments made at or before the commencement date and exclude lease incentives. The Company used the implicit rate in the lease in determining the present value of lease payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of one year or less are generally not included in ROU assets and corresponding operating lease liabilities. In 2023, the Company entered into a lease agreement for office space in Chicago, Illinois, commencing on August 1, 2023 for a term of three years and four months and expiring on November 30, 2026. The monthly rent for August to November 2023 was abated and the Company started to make monthly rental installments from December 2023 of $12,847. The monthly rental payment increases by approximately 2% every August starting from 2024. On July 20, 2023, the Company entered into another lease agreement for laboratory in Iowa City, Iowa, commencing on August 1, 2023 for a term of five years and four months and expiring on November 30, 2028. The monthly rent for August to November 2023 was abated and the Company agreed to pay a monthly rent of $8,505 $102,060 $253,000 Pursuant to ASC Topic 842 Leases, the Company accounted for both leases as operating leases and accounted for the TIA as a lease incentive, which was estimated to be payable on December 1, 2023. The Company received the TIA from landlord in maximum amount of $253,000 $253,000 During the year ended December 31, 2023, the Company recorded ROU assets of $663,875 $642,523 4.57% 4.24% As of December 31, 2023, operating lease ROU assets and operating lease liabilities are recorded on the consolidated balance sheets as follows: Schedule of operating lease ROU assets and operating lease liabilities December 31, 2023 Operating Lease: Operating lease right-of-use assets, net $ 575,227 Current portion of operating lease liabilities $ 223,929 Operating lease liabilities, net of current portion $ 663,099 As of December 31, 2023, the weighted-average remaining lease terms of the two operating leases were 2.9 4.9 The following table summarizes maturities of operating lease liabilities based on lease terms as of December 31: Schedule of future minimum payments due 2024 $ 257,508 2025 260,611 2026 250,152 2027 102,060 2028 93,555 Total lease payments 963,886 Less: Imputed interest 76,858 Present value of lease liabilities $ 887,028 At December 31, 2023, the Company had the following future minimum payments due under the non-cancelable lease: 2024 $ 257,508 2025 260,611 2026 250,152 2027 102,060 2028 93,555 Total minimum lease payments $ 963,886 Consolidated rental expense for all operating leases was $138,266 $53,344 The following table summarizes the cash paid and related right-of-use operating lease recognized for the year ended December 31, 2023. Schedule of cash paid and related right-of-use operating lease Year Ended December 31, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 21,352 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases $ 4,950

Finance Agreement Payable

Finance Agreement Payable	12 Months Ended
	Dec. 31, 2023
Finance Agreement Payable
Finance Agreement Payable	Note 8 – Finance Agreement Payable On October 25, 2023, 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, 2023. The amount financed of $467,500 8.95% August 25, 2024 $374,000 $849,032 $449,041

Earnings (Loss) Per Common Shar

Earnings (Loss) Per Common Share	12 Months Ended
	Dec. 31, 2023
Basic and fully diluted income (loss) per common share:
Earnings (Loss) Per Common Share	Note 9 – 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, 2023 2022 Stock warrants 7,854,620 7,954,620 Stock options 2,584,599 1,759,599 Total shares excluded from calculation 10,439,219 9,714,219

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Stockholders’ Equity	Note 10 – 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 3,265,516 st st Common Stock Issued On March 2, 2023, a shareholder exercised warrants in exchange for 100,000 $390,000 During the year ended December 31, 2023, the Company issued 52,375 $44,000 During the year ended December 31, 2023, the Company issued 251,172 $200,000 In connection with the convertible notes payable (see Note 11 below) the noteholders converted $5,000,000 10,622,119 The Company sold post-merger 2,484,872 725,032 $11,986,036 $1,198,604 214,998 66,465 19,393 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 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 As of May 23, 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 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 years ended December 31, 2023 and 2022 was as follows: Schedule of warrant activity Weighted Average Remaining Warrant Outstanding Average Exercise Price Contractual Life (Years) Warrants outstanding at December 31, 2021 114,924 $ 3.90 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 ) 3.90 Warrants outstanding at December 31, 2022 7,954,620 9.63 4.72 Warrants exercised (100,000 ) 3.90 Warrants outstanding at December 31, 2023 7,854,620 $ 9.70 3.72 Options On May 6, 2022, Legacy Cardio granted 513,413 1,759,599 $3.90 May 6, 2032 Option activity during the years ended December 31, 2023 and 2022 was as follows: Schedule of option activity Weighted Average Remaining Option Outstanding Average Exercise Price Contractual Life (Years) Options outstanding at December 31, 2021 — $ — Options granted 1,759,599 3.90 Options outstanding at December 31, 2022 1,759,599 3.90 9.35 Options granted 825,000 1.26 Options outstanding at December 31, 2023 2,584,599 $ 3.06 8.71

Convertible Notes Payable

Convertible Notes Payable	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Convertible Notes Payable	Note 11 – Convertible Notes Payable 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 92% $0.55 $0.20 On March 8, 2023, the Company issued and sold to Yorkville a Convertible Debenture in the principal amount of $5.0 $4.5 $500,000 0% 15% The Company recorded a debt discount related to identified embedded derivatives relating to the conversion features (see Note 12) based on fair values as of the inception date of the Note. The calculated debt discount, including the OID, equaled the face of the Note and is being amortized over the term of the note. Yorkville fully converted the initial $5,000,000 10,622,119 On January 4, 2024, the Company and Yorkville terminated the Securities Purchase Agreement dated as of March 8, 2023, as amended, by the mutual consent of the parties, effective as of January 4, 2024. The First Convertible Debenture has been fully converted, and as of January 4, 2024, the obligation of the Company to issue and sell, and Yorkville’s obligation to purchase, the Second Convertible Debenture has been terminated. At the time of termination, there were no outstanding borrowings, advance notices or shares of Common Stock to be issued under the Securities Purchase Agreement. In addition, there were no fees due by the Company or Yorkville in connection with the termination of the Securities Purchase Agreement.

Derivative Liability

Derivative Liability	12 Months Ended
	Dec. 31, 2023
Derivative Liability
Derivative Liability	Note 12 – Derivative Liability The Company has determined that the conversion feature embedded in the convertible notes described in Note 11 contain a potential variable conversion amount which constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability at fair value, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception, which aggregated $4,692,672. The Company used the Binomial Black-Scholes Option Pricing model to value the conversion features. The Company used Level 3 inputs for its valuation methodology for the conversion option liability in determining the fair value using a Black-Scholes option-pricing model with the following assumption inputs: Schedule of option liability Year Ended December 31, 2023 Annual dividend yield — Expected life (years) 1.0 Risk-free interest rate 4.89% 5.59% Expected volatility 164% 187% Exercise price $0.19 $3.53 Stock price $0.22 $5.32 Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 13 – 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, 2023 is as follows: Schedule of effective income tax rate reconciliation Years Ended December 31, 2023 2022 Statutory U.S. federal income tax rate (21.0 )% (21.0 )% State income taxes, net of federal income tax benefit (0.0 )% (0.0 )% Tax effect of expenses that are not deductible for income tax purposes: Amortization of debt discount 16.8 % 0.0 % Change in fair value of derivative liability (13.5 )% 0.0 % Other (0.7 )% 0.0 % Change in Valuation Allowance 18.4 % 21.0 % Effective tax rate 0.0 % 0.0 % At December 31, the significant components of the deferred tax assets (liabilities) are summarized below: Schedule of deferred income tax assets 2023 2022 Deferred Tax Assets: Net Operating Losses $ 4,222,999 $ 1,611,487 Other 1,743 1,962 Stock-based compensation 486,448 186,611 Total deferred tax assets 4,711,190 1,800,060 Deferred Tax Liabilities — — Valuation Allowance (4,711,190 ) (1,800,060 ) Net deferred tax assets $ — $ — As of December 31, 2023, the Company had federal net operating loss carryforwards of approximately $11.5 $11.5 $10.9 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, 2023 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 NOLs 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, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 14 – Commitments and Contingencies Prior Relationship of Cardio with Boustead Securities, LLC At the commencement of efforts to pursue what ultimately ended in a terminated business 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 the business combination 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, Legacy Cardio assumed the contractual engagement entered into by Mana. On November 14, 2022, the Company and Benchmark entered into Amendment No. 1 Engagement Letter (the “Amendment Engagement”). Pursuant to the Amendment Engagement, the parties agreed that the Company would pay Benchmark $230,000 at the closing of the business combination and an additional $435,000 on October 25, 2023. 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 2022, 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 and that no additional supplemental disclosures are material or required. 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. Northland Securities, Inc. In January 2024, following the Company’s termination of its agreement with Yorkville and in connection with the Company’s recent at the market offering and/or its February 2024 private placement, a managing director of Northland Securities, Inc. (“Northland”) contacted the Company claiming the right to be paid a fee of approximately $ 150,000 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.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 15 – Subsequent Events The Company evaluated its December 31, 2023 consolidated financial statements for subsequent events through the date the consolidated financial statements were issued. Common Stock Issued Private Placement On February 2, 2024, the Company completed entering into subscription agreements with 7 accredited investors (the “Subscription Agreements”), whereby the Company issued a total of 561,793 $0.00001 $1.78 561,793 561,793 1.78 $1,000,000 $100,000 $100,000 In connection with the Private Placement, the Company entered into a Placement Agent Agreement with Altitude Capital Group, LLC, as placement agent (“Altitude Capital” or the “Placement Agent”). Pursuant to the Placement Agent Agreement, at closing, Altitude Capital was paid a cash commission equal to 10% of the gross proceeds received by the Company, plus 20% warrant coverage, providing Altitude Capital with the right to purchase 112,353 $1.78 At-the-Market Issuance On January 26, 2024, the Company entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Craig-Hallum Capital Group LLC (“Craig-Hallum”). Pursuant to the Sales Agreement, the Company may sell, at its option, up to an aggregate of $17 The Company made certain customary representations, warranties and covenants concerning the Company and the offering of the Shares. Pursuant to the terms of the Sales Agreement, the Company also provided the Sales Agent with customary indemnification rights, including indemnification against certain liabilities under the . The Company will pay the Sales Agent a commission in cash equal to 2.5% of the gross proceeds from the sale of the Shares under the Sales Agreement, if any. In addition, the Company agreed to pay the costs of the Sales Agent’s legal counsel reasonably incurred in connection with entering into the transactions contemplated by the Sales Agreement in an amount not to exceed $55,000. Additionally, pursuant to the terms of the Sales Agreement, the Company agreed to reimburse the Sales Agent’s for its legal fees incurred in connection with its ongoing diligence requirements arising from the transactions contemplated by the Sales Agreement in an amount not to exceed $5,000 in the aggregate per calendar quarter. The offering of Shares will terminate upon the earlier of (i) the sale of the Shares under the Sales Agreement having an aggregate offering price of $17 million or (ii) the termination of the Sales Agreement as permitted therein. The Sales Agreement may be terminated by the Company at any time upon five business days’ prior written notice to the Sales Agent. The Sales Agent may terminate the Sales Agreement at any time by providing written notice to the Company. The Company and the Sales Agent may also terminate the Sales Agreement by mutual agreement. The Company sold 487,083 common shares for gross proceeds totaling 877,869 under the Sales Agreement as of the date of this report. The Company has paid Craig-Hallum $21,947 Stock Option Granted On January 23, 2024, the Company authorized an additional 1,071,425 1,187,826 1,166,826 21,000 50% 100% $2.11 January 23, 2034

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Legacy Cardio. 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 receivable, 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) The estimated fair value of the derivative liability was calculated using the Black-Scholes option pricing model. The Company uses Level 3 inputs to value its derivative liabilities. The following table provides a reconciliation of the beginning and ending balances for the major classes of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) and reflects gains and losses for the years ended December 31, 2023 and 2022. Schedule of fair value measurements 2023 2022 Liabilities: Balance of derivative liabilities – beginning of year $ — $ — Issued 9,192,672 — Converted (3,786,452 ) — Change in fair value recognized in operations (5,406,220 ) — Balance of derivative liabilities – end of year $ — $ — The following table represents the Company’s derivative instruments that are measured at fair value on a recurring basis as of December 31, 2023, for each fair value hierarchy level: Schedule of fair value hierarchy level December 31, 2023 Derivative Liabilities Total Level I $ — $ — Level II $ — $ — Level III $ — $ —
Convertible Instruments	Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.
Revenue Recognition	Revenue Recognition The Company offers its products, Epi+Gen CHD and PrecisionCHD, via telemedicine providers, provider organizations such as concierge practices, longevity clinics, and risk-bearing provider organizations, and employer organizations. The Company is continuing to expand its markets and payment optionality, and therefore, other organization types not listed below may be added, and from time-to-time, there may be additional payment options. • Telemedicine For telemedicine, the telemedicine provider collects payments from patients upon completion of eligibility screening and test order. Patients then send their samples to the lab for biomarker assessments. The Company performs all quality control, analytical assessments and report generation and shares test reports with the ordering healthcare provider. Revenue is recognized upon invoicing the telemedicine providers. Telemedicine providers are invoiced at the end of each month for all tests completed since prior invoicing. • Provider organizations For provider organizations, the cost of each test is negotiated prior to testing commencing. Pricing is determined based largely on the provider organization type and testing volume commitment. Upon ordering a test, a patient’s sample is sent to the lab for biomarker assessments. The Company performs all quality control, analytical assessments and report generation and shares test reports with the ordering healthcare provider. Revenue is recognized upon invoicing the provider organization. The provider organization is invoiced the agreed upon pricing at the end of each month for all samples accepted or tests completed since prior invoicing. • Employer organizations For employer organizations, the cost of each test is negotiated prior to testing commencing. Pricing is determined based largely on testing volume commitment. Patient samples are sent to the lab for biomarker assessments. The Company performs all quality control, analytical assessments and report generation and shares test reports with the ordering healthcare provider. Revenue is recognized upon invoicing the employer organization. The employer organization is invoiced the agreed upon pricing once a heart disease fair is completed or all testing is completed. The Company accounts for revenue under Accounting Standards Update (“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, 2023 and 2022 were $145,182 $40,448
Advertising Costs	Advertising Costs The Company expenses advertising costs as incurred. Advertising costs of $158,514 $92,700
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
Accounts Receivable	Accounts Receivable Accounts receivable is stated at invoiced amount, net of an allowance for doubtful accounts and bear no interest. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience.
Property and Equipment	Property and Equipment Property and equipment are stated at cost. Maintenance and repairs are charged to expense when incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and any gain or loss is credited or charged to income. Depreciation for both financial reporting and income tax purposes is computed using combinations of the straight line and accelerated methods over the estimated lives of the respective assets as follows: Schedule of estimated lives Office and computer equipment 5 years Furniture and fixtures 7 years
Intangible Assets	Intangible Assets Intangible assets are acquired individually or as part of a group of assets, and are initially recorded at cost. The cost of a group of assets acquired in a transaction is allocated to the individual assets based on their relative fair values. Intangible assets are carried at cost less accumulated amortization and any recorded impairment. Intangible assets with finite useful lives are amortized using a straight-line method over the period of estimated useful life. The estimated useful life of the Company’s intangible assets (Know-how license) is 5 years
Patent and Trademark Costs	Patent and Trademark Costs The Company accounts for patents in accordance with ASC 350-30, the Company accounts for patents in accordance with ASC 350-30, General Intangibles Other than Goodwill
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets In accordance with ASC 360-10-35, the Company assesses the valuation of components of its 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.
Leases	Leases The Company accounts for leases under ASC 842, “Leases”. ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets. ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU assets are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.
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, which requires the measurement of compensation expense for all share-based compensation granted to employees and non-employee directors at fair value on the date of grant and recognition of compensation expense over the related service period for awards expected to vest. The Company uses the Black-Scholes option pricing model to estimate the fair value of its stock options and warrants. The Black-Scholes option pricing model requires the input of highly subjective assumptions including the expected stock price volatility of the Company’s common stock, the risk free interest rate at the date of grant, the expected vesting term of the grant, expected dividends, and an assumption related to forfeitures of such grants. Changes in these subjective input assumptions can materially affect the fair value estimate of the Company’s stock options and warrants.
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. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. 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. In accordance with this provision, tax positions must meet a more-likely-than-not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position.
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 consolidated financial statements as a result of future adoption.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of fair value measurements	Schedule of fair value measurements 2023 2022 Liabilities: Balance of derivative liabilities – beginning of year $ — $ — Issued 9,192,672 — Converted (3,786,452 ) — Change in fair value recognized in operations (5,406,220 ) — Balance of derivative liabilities – end of year $ — $ —
Schedule of fair value hierarchy level	Schedule of fair value hierarchy level December 31, 2023 Derivative Liabilities Total Level I $ — $ — Level II $ — $ — Level III $ — $ —
Schedule of estimated lives	Schedule of estimated lives Office and computer equipment 5 years Furniture and fixtures 7 years

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment 2023 2022 Office and computer equipment $ 17,394 $ — Furniture and fixtures 76,099 — Leasehold improvements 482,170 — Less: Accumulated depreciation (3,790 ) — Total $ 571,873 $ —

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of intangible assets	Schedule of intangible assets 2023 2022 Know-how license $ 80,000 $ 80,000 Less: Accumulated amortization (58,667 ) (42,667 ) Total $ 21,333 $ 37,333

Operating Leases (Tables)

Operating Leases (Tables)	12 Months Ended
	Dec. 31, 2023
Operating Leases
Schedule of operating lease ROU assets and operating lease liabilities	Schedule of operating lease ROU assets and operating lease liabilities December 31, 2023 Operating Lease: Operating lease right-of-use assets, net $ 575,227 Current portion of operating lease liabilities $ 223,929 Operating lease liabilities, net of current portion $ 663,099
Schedule of future minimum payments due	Schedule of future minimum payments due 2024 $ 257,508 2025 260,611 2026 250,152 2027 102,060 2028 93,555 Total lease payments 963,886 Less: Imputed interest 76,858 Present value of lease liabilities $ 887,028 At December 31, 2023, the Company had the following future minimum payments due under the non-cancelable lease: 2024 $ 257,508 2025 260,611 2026 250,152 2027 102,060 2028 93,555 Total minimum lease payments $ 963,886
Schedule of cash paid and related right-of-use operating lease	Schedule of cash paid and related right-of-use operating lease Year Ended December 31, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 21,352 Right-of-use lease assets obtained in the exchange for lease liabilities: Operating leases $ 4,950

Earnings (Loss) Per Common Sh_2

Earnings (Loss) Per Common Share (Tables)	12 Months Ended
	Dec. 31, 2023
Basic and fully diluted income (loss) per common share:
Schedule of anti dilutive earning per share	Schedule of anti dilutive earning per share Years Ended December 31, 2023 2022 Stock warrants 7,854,620 7,954,620 Stock options 2,584,599 1,759,599 Total shares excluded from calculation 10,439,219 9,714,219

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Schedule of warrant activity	Schedule of warrant activity Weighted Average Remaining Warrant Outstanding Average Exercise Price Contractual Life (Years) Warrants outstanding at December 31, 2021 114,924 $ 3.90 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 ) 3.90 Warrants outstanding at December 31, 2022 7,954,620 9.63 4.72 Warrants exercised (100,000 ) 3.90 Warrants outstanding at December 31, 2023 7,854,620 $ 9.70 3.72
Schedule of option activity	Schedule of option activity Weighted Average Remaining Option Outstanding Average Exercise Price Contractual Life (Years) Options outstanding at December 31, 2021 — $ — Options granted 1,759,599 3.90 Options outstanding at December 31, 2022 1,759,599 3.90 9.35 Options granted 825,000 1.26 Options outstanding at December 31, 2023 2,584,599 $ 3.06 8.71

Derivative Liability (Tables)

Derivative Liability (Tables)	12 Months Ended
	Dec. 31, 2023
Derivative Liability
Schedule of option liability	Schedule of option liability Year Ended December 31, 2023 Annual dividend yield — Expected life (years) 1.0 Risk-free interest rate 4.89% 5.59% Expected volatility 164% 187% Exercise price $0.19 $3.53 Stock price $0.22 $5.32

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of effective income tax rate reconciliation	Schedule of effective income tax rate reconciliation Years Ended December 31, 2023 2022 Statutory U.S. federal income tax rate (21.0 )% (21.0 )% State income taxes, net of federal income tax benefit (0.0 )% (0.0 )% Tax effect of expenses that are not deductible for income tax purposes: Amortization of debt discount 16.8 % 0.0 % Change in fair value of derivative liability (13.5 )% 0.0 % Other (0.7 )% 0.0 % Change in Valuation Allowance 18.4 % 21.0 % Effective tax rate 0.0 % 0.0 %
Schedule of deferred income tax assets	Schedule of deferred income tax assets 2023 2022 Deferred Tax Assets: Net Operating Losses $ 4,222,999 $ 1,611,487 Other 1,743 1,962 Stock-based compensation 486,448 186,611 Total deferred tax assets 4,711,190 1,800,060 Deferred Tax Liabilities — — Valuation Allowance (4,711,190 ) (1,800,060 ) Net deferred tax assets $ — $ —

Organization and Basis of Pre_2

Organization and Basis of Presentation (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 8,376,834	$ 4,660,985
Accumulated deficit	$ 14,368,380	$ 5,991,546

Merger Agreement and Reverse _2

Merger Agreement and Reverse Recapitalization (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Mar. 22, 2023	Dec. 31, 2023	Dec. 31, 2022	Oct. 24, 2023	Mar. 27, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash Acquired from Acquisition			$ 4,021
Liabilities assumed	$ 854,475
Early payment discount	$ 74,025
Loans payable					$ 419,475
Post-merger liabilities balance				$ 435,000
Stock redeemed shares		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	$ 1,535,035
Two Investment Bankers [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Liabilities assumed payable		928,500
Merger Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash Acquired from Acquisition		4,021
Liabilities assumed		$ 928,500

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Balance of derivative liabilities – beginning of year
Issued	9,192,672
Converted	(3,786,452)
Change in fair value recognized in operations	(5,406,220)
Balance of derivative liabilities – end of year

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details 1)	Dec. 31, 2023 USD ($)
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative liabilities
Fair Value, Inputs, Level 1 [Member] | Derivative Financial Instruments, Liabilities [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative liabilities
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative liabilities
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments, Liabilities [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative liabilities
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative liabilities
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivative liabilities

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details 2)	Dec. 31, 2023
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	5 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Research and development expense	$ 145,182	$ 40,448
Advertising costs	158,514	92,700
Cash and Cash Equivalents, at Carrying Value		$ 0
Cash, FDIC Insured Amount	$ 250,000
Useful life	5 years

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Office and computer equipment	$ 17,394
Furniture and fixtures	76,099
Leasehold improvements	482,170
Less: Accumulated depreciation	(3,790)
Total	$ 571,873

Property and Equipment (Detai_2

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Leasehold Improvements, Gross	$ 482,170
Depreciation	$ 3,790	$ 0

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Know-how license	$ 80,000	$ 80,000
Less: Accumulated amortization	(58,667)	(42,667)
Total	$ 21,333	$ 37,333

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 16,000	$ 16,000

Patent and Trademark Costs (Det

Patent and Trademark Costs (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Patent And Trademark Costs
Legal fees	$ 515,402	$ 321,308
Accumulated amortization	3,182	$ 0
Amortization expenses	$ 3,182

Operating Leases (Details)

Operating Leases (Details) - USD ($)	Dec. 31, 2023	Aug. 01, 2023	Dec. 31, 2022
Operating Lease:
Operating lease right-of-use assets, net	$ 575,227	$ 663,875
Current portion of operating lease liabilities	223,929
Operating lease liabilities, net of current portion	$ 663,099

Operating Leases (Details 1)

Operating Leases (Details 1) - USD ($)	Dec. 31, 2023	Aug. 01, 2023
Operating Leases
2024	$ 257,508
2025	260,611
2026	250,152
2027	102,060
2028	93,555
Total minimum lease payments	963,886
Less: Imputed interest	76,858
Present value of lease liabilities	$ 887,028	$ 642,523

Operating Leases (Details 2)

Operating Leases (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 21,352
Right-of-use lease assets obtained in the exchange for lease liabilities:
Operating leases	$ 4,950

Operating Leases (Details Narra

Operating Leases (Details Narrative) - USD ($)	4 Months Ended	12 Months Ended
	Nov. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Jan. 16, 2024	Aug. 01, 2023
Monthly rent payment	$ 8,505
Annually rent payment	$ 102,060
Premises allowance		$ 253,000
Amount receivable				$ 253,000
Reimbursement receivable				$ 253,000
ROU assets		575,227			$ 663,875
Operating lease liabilities		887,028			$ 642,523
Rental expense for operating leases		$ 138,266	$ 53,344
Lease One [Member]
Operating Lease, Weighted Average Remaining Lease Term		2 years 10 months 24 days
Lease Two [Member]
Operating Lease, Weighted Average Remaining Lease Term		4 years 10 months 24 days
Chicago [Member]
Borrowing rate		4.57%
IOWA
Borrowing rate		4.24%

Finance Agreement Payable (Deta

Finance Agreement Payable (Details Narrative) - USD ($)		12 Months Ended
	Oct. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Finance Agreement Payable
Financing agreement entered into for prepaid insurance	$ 467,500	$ 467,500	$ 1,037,706
Interest rate	8.95%
Maturity date	Aug. 25, 2024
Finance agreement payable		374,000	$ 849,032
Prepaid expenses		$ 449,041

Earnings (Loss) Per Common Sh_3

Earnings (Loss) Per Common Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	10,439,219	9,714,219
Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	7,854,620	7,954,620
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive shares	2,584,599	1,759,599

Stockholders' Equity (Details)

Stockholders' Equity (Details) - Warrant [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants outstanding, beginning	7,954,620	114,924
Weighted average exercise price outstanding, beginning	$ 9.63	$ 3.90
Weighted average remaining contractual life	3 years 8 months 19 days	4 years 8 months 19 days	5 years 10 months 24 days
Warrants granted		1,988,973
Weighted average exercise price, granted		$ 4.84
Warrants received in merger		5,749,993
Weighted average exercise price, Warrants received in merger		$ 11.50
Merger adjustment to prior year		152,730
Weighted average exercise price, Merger adjustment to prior year		$ 3.90
Warrants exercised	(100,000)	(52,000)
Weighted average exercise price, exercised	$ 3.90	$ 3.90
Warrants outstanding, ending	7,854,620	7,954,620	114,924
Weighted average exercise price outstanding, ending	$ 9.70	$ 9.63	$ 3.90

Stockholders' Equity (Details 1

Stockholders' Equity (Details 1) - Stock Options [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding, beginning	1,759,599
Weighted average exercise price outstanding, beginning	$ 3.90
Options granted	825,000	1,759,599
Weighted average exercise price granted	$ 1.26	$ 3.90
Weighted average remaining contractual life	8 years 8 months 15 days	9 years 4 months 6 days
Options outstanding, ending	2,584,599	1,759,599
Weighted average exercise price outstanding, ending	$ 3.06	$ 3.90

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)				1 Months Ended	12 Months Ended
	Mar. 02, 2023	Oct. 25, 2022	May 06, 2022	Apr. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 08, 2023	May 23, 2022	Oct. 01, 2019
Subsidiary, Sale of Stock [Line Items]
Principal amount							$ 11,200,000
Common stock issuance									22,500
Conversion of shares, shares	100,000				10,622,119
Conversion of shares, Value	$ 390,000				$ 5,000,000
Proceeds from sale of common stock						$ 11,986,036
Pre financing capitalization					150,000
Warrant exercise price								$ 6.21
Expiration date				Jun. 30, 2027
Investor [Member]
Subsidiary, Sale of Stock [Line Items]
Proceeds from sale of common stock						$ 11,986,036
Placement Agent [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of common stock						214,998
Proceeds from sale of common stock						$ 1,198,604
Restricted Stock Units (RSUs) [Member]
Subsidiary, Sale of Stock [Line Items]
Consultant for services					$ 44,000
Post Merger [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued for settlement of cashless exercise of warrant					66,465
Post Merger [Member] | Investor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of common stock						2,484,872
Pre Merger [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued for settlement of cashless exercise of warrant					19,393
Pre Merger [Member] | Investor [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of common stock						725,032
Equity Option [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant exercise price				$ 3.90
Stock Options [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant exercise price		$ 3.90
Expiration date		May 06, 2032
Options granted			513,413
Options issued		1,759,599
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Restricted stock awards vested shares issued					52,375
Plan 2022 [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock issuance					3,265,516
Legacy Cardio [Member]
Subsidiary, Sale of Stock [Line Items]
Conversion of aggregate 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
Board of Directors Chairman [Member] | Restricted Stock Units (RSUs) [Member]
Subsidiary, Sale of Stock [Line Items]
Consultant for services					$ 200,000
Board of Directors Chairman [Member] | Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Restricted stock awards vested shares issued					251,172
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

Convertible Notes Payable (Deta

Convertible Notes Payable (Details Narrative) - USD ($)		12 Months Ended
	Mar. 08, 2023	Dec. 31, 2023
Short-Term Debt [Line Items]
Principal amount	$ 11,200,000
Conversion price determined percentage	92%
Floor conversion price	$ 0.55
Decrease floor conversion price	$ 0.20
Yorkville Convertible Debenture [Member]
Short-Term Debt [Line Items]
Conversion of convertible debt		$ 5,000,000
Conversion of shares converted		10,622,119
Yorkville Convertible Debenture [Member]
Short-Term Debt [Line Items]
Principal amount	$ 5,000,000
Principal amount received	4,500,000
Debt Instrument original issue discount	$ 500,000
Interest outstanding principal balance accrues percentage	0%
Interest outstanding principal balance remains uncured percentage	15%

Derivative Liability (Details)

Derivative Liability (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares
Annual dividend yield
Expected life (years)	1 year
Minimum [Member]
Risk-free interest rate	4.89%
Expected volatility	164%
Exercise price	$ 0.19
Stock price	$ 0.22
Maximum [Member]
Risk-free interest rate	5.59%
Expected volatility	187%
Exercise price	$ 3.53
Stock price	$ 5.32

Income Taxes (Details)

Income Taxes (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Statutory U.S. federal income tax rate	(21.00%)	(21.00%)
federal income tax benefit	(0.00%)	(0.00%)
Amortization of debt discount	16.80%	0%
Change in fair value of derivative liability	(13.50%)	0%
Other	(0.70%)	0%
Change in Valuation Allowance	18.40%	21%
Effective tax rate	0%	0%

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred Tax Assets:
Net Operating Losses	$ 4,222,999	$ 1,611,487
Other	1,743	1,962
Stock-based compensation	486,448	186,611
Total deferred tax assets	4,711,190	1,800,060
Deferred Tax Liabilities
Valuation Allowance	(4,711,190)	(1,800,060)
Net deferred tax assets

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Tax ownership percentage	50%
Tax provision	$ 0
Interest or penalties	0	$ 0
IOWA
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	11,500,000
ILLINOIS
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	10,900,000
Federal [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 11,500,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jan. 31, 2024	Dec. 31, 2023
Northland Securities [Member]
Restructuring Cost and Reserve [Line Items]
Termination fee	$ 150,000
The Benchmark Company LLC Right Of First Refusal [Member]
Restructuring Cost and Reserve [Line Items]
Business combination reason, description		Pursuant to the Amendment Engagement, the parties agreed that the Company would pay Benchmark $230,000 at the closing of the business combination and an additional $435,000 on October 25, 2023.

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)			1 Months Ended					12 Months Ended
	Feb. 02, 2030	Feb. 02, 2024	Dec. 31, 2024	Jun. 30, 2024	Jan. 26, 2024	Jan. 23, 2024	Apr. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	May 23, 2022	Dec. 31, 2021
Subsequent Event [Line Items]
Common stock shares issued								20,540,409	9,514,743
Common stock , per value								$ 0.00001	$ 0.00001
Placement agent fees								$ (315,000)	$ (1,198,604)
Exercise price										$ 6.21
Expiration date							Jun. 30, 2027
Common Stock [Member]
Subsequent Event [Line Items]
Placement agent fees
Warrant [Member]
Subsequent Event [Line Items]
Exercise price								$ 9.70	$ 9.63		$ 3.90
Subsequent Event [Member] | Plan 2022 [Member]
Subsequent Event [Line Items]
Shares authorized						1,071,425
Shares granted						1,187,826
Shares vested						1,166,826
Remaining shares to vest				21,000
Vesting percentage			100%	50%
Exercise price						$ 2.11
Expiration date						Jan. 23, 2034
Subsequent Event [Member] | 7 Accredited Investors [Member]
Subsequent Event [Line Items]
Common stock shares issued		561,793
Purchase price		$ 1.78
Proceeds from Issuance of Common Stock		$ 1,000,000
Placement agent fees		$ 100,000
Purchase of common stock	112,353
Purchase of common stock price, per share	$ 1.78
Subsequent Event [Member] | 7 Accredited Investors [Member] | Private Placement [Member]
Subsequent Event [Line Items]
Common stock , per value		$ 1.78
Subsequent Event [Member] | 7 Accredited Investors [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Common stock shares issued		561,793
Common stock , per value		$ 0.00001
Subsequent Event [Member] | 7 Accredited Investors [Member] | Warrant [Member]
Subsequent Event [Line Items]
Common stock shares issued		561,793
Subsequent Event [Member] | Craig Hallum Capital Group LLC [Member] | Sales Agreement [Member]
Subsequent Event [Line Items]
Proceeds from Issuance of Common Stock					$ 877,869
Option sale amount					$ 17,000,000
Stock Issued During Period, Shares, New Issues					487,083
Sales commissions					$ 21,947