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 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 Common Stock Issued Private Placement In connection with a private offering memorandum that the Company issued through a placement agent on January 23, 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 1,000,000 100,000 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 shares of Common Stock at $1.78 per share through February 2, 2030 (the “Placement Agent Warrants”). At-the-Market Issuance In connection with an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) that the Company entered into with a placement agent on January 26, 2024, the Company sold 2,161,737 2,176,556 54,399 1,674,654 1,298,699 32,452 55,000 Other Common Stock Issuance During the three and six months ended June 30, 2024, the Company issued 9,442 13,919 6,000 14,000 On March 31, 2024, the Company issued 35,212 50,000 On March 2, 2023, a shareholder exercised warrants in exchange for 100,000 390,000 During the three and six months ended June 30, 2023, the Company issued 3,885 4,977 6,000 10,000 During the three and six months ended June 30, 2023, the Company issued 84,032 100,000 In connection with the convertible notes payable (see Note 11 below) the noteholders converted $ 2,150,000 1,474,703 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 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. During the three and six months ended June 30, 2024, in connection with the Private Placement as described above, the Company issued an aggregate of 0 674,146 Warrant activity during the six months ended June 30, 2024 and 2023 was as follows: Schedule of warrant activity Warrants Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Warrants outstanding at December 31, 2022 7,954,620 $ 9.63 4.46 Warrants exercised (100,000 ) 3.90 Warrants outstanding at June 30, 2023 7,854,620 $ 9.70 4.22 Warrants outstanding at December 31, 2023 7,854,620 $ 9.70 3.72 Warrants granted 674,146 1.78 Warrants outstanding at June 30, 2024 8,528,766 $ 9.08 3.41 Options On May 6, 2022, Legacy Cardio granted 513,413 1,759,599 3.90 May 6, 2032 On June 23, 2023, the Company granted 825,000 1.26 June 23, 2033 1,035,273 5.41% 176% 1.26 On January 23, 2024, the Company authorized an additional 1,060,458 1,187,826 1,166,826 2.11 January 23, 2034 1,166,826 2,461,404 5.22% 228% 2.11 4.40% 188% 2.11 On June 30, 2024, the Company granted 30,300 immediately on grant date. 0.55 June 30, 2034 16,625 4.40% 188% 0.55 Option activity during the six months ended June 30, 2024 and 2023 was as follows: Schedule of option activity Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Options outstanding at December 31, 2022 1,759,599 $ 3.90 9.35 Options granted 825,000 1.26 Options outstanding at June 30, 2023 2,584,599 $ 3.06 9.22 Options outstanding at December 31, 2023 2,584,599 $ 3.06 8.71 Options granted 1,218,126 2.07 Options expired or cancelled or forfeited (6,000 ) 2.11 Options outstanding at June 30, 2024 3,796,725 $ 2.74 8.65 Options vested and exercisable at June 30, 2024 3,789,225 $ 2.74 | 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 |