Sales and Marketing for Epi+Gen CHD™ and PrecisionCHD™ with a Focus on Strategic Channel Partnerships Bundling Epi+Gen CHD™, PrecisionCHD™ and future Cardio solutions alongside complementary clinical, analytics, treatment pathways, and services-consulting for primary prevention optimization with key partners expands the ROI of the investment in our solutions. Hiring and Talent to Accelerate Growth Our growth strategy will require investment in internal and external healthcare enterprise sales, marketing and ...

[PART I: FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%3A%20FINANCIAL%20INFORMATION) This section presents the unaudited financial statements of Cardio Diagnostics Holdings, Inc. for the period ended September 30, 2022, reflecting its SPAC status prior to business combination [Financial Statements (Unaudited)](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) The unaudited financial statements for the period ended September 30, 2022, reflect the company's pre-business combination SPAC status, showing a net loss and assets primarily in a trust account Balance Sheet Summary (as of Sept 30, 2022 vs. Dec 31, 2021) | Metric | September 30, 2022 (Unaudited) | December 31, 2021 (Audited) | | :--- | :--- | :--- | | Cash | $177,681 | $526,625 | | Investments held in Trust Account | $65,573,383 | $65,000,484 | | **Total Assets** | **$65,801,435** | **$65,807,166** | | Total Liabilities | $631,748 | $124,434 | | Common stock subject to possible redemption | $65,523,383 | $65,000,000 | | Total Stockholders' Equity (Deficit) | ($353,696) | $682,732 | Statement of Operations Summary | Metric | Three Months Ended Sept 30, 2022 | Nine Months Ended Sept 30, 2022 | | :--- | :--- | :--- | | Loss from Operations | ($165,291) | ($890,962) | | Investment income on Trust Account | $367,387 | $377,637 | | **Net Income (Loss)** | **$202,269** | **($513,045)** | | Basic and diluted net income (loss) per share | $0.02 | ($0.06) | - The business combination with Legacy Cardio was consummated on **October 25, 2022**, subsequent to this reporting period, with holders of **6,465,452 shares** redeeming their stock for approximately **$65.3 million**[29](index=29&type=chunk)[98](index=98&type=chunk) - To extend the time for business combination, the company received loans totaling **$433,334** from Legacy Cardio, which were deposited into the Trust Account and converted into common stock upon the merger's closing[82](index=82&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management's discussion confirms the company operated as a blank check company with no revenue, with net loss driven by organizational costs and income from trust account interest - The company's activities from inception to **September 30, 2022**, were limited to organizational tasks, the IPO, and identifying and negotiating the business combination with Legacy Cardio[116](index=116&type=chunk) Results of Operations Analysis | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | **Q3 2022** | $202,269 | Interest income of $367,387 from the Trust Account offset operating/franchise tax expenses of $215,291 | | **Nine Months 2022** | ($513,045) | Operating/franchise tax expenses of $1,040,962 exceeded interest income of $377,637 from the Trust Account | - As of **September 30, 2022**, the company had **$177,681** in cash held outside the Trust Account for working capital purposes, and received **$433,334** in loans from Legacy Cardio to fund extensions, which were deposited into the Trust Account[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is exempt from market risk disclosures as it qualifies as a smaller reporting company under SEC regulations - As a **"smaller reporting company,"** the company is exempt from the disclosure requirements of Item 305(e) of Regulation S-K regarding market risk[132](index=132&type=chunk) [Controls and Procedures](index=24&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were not effective as of September 30, 2022, but financial statements are fairly stated - Management concluded that the company's disclosure controls and procedures were **not effective** as of **September 30, 2022**[133](index=133&type=chunk) - No changes were made to the internal control over financial reporting during the nine months ended **September 30, 2022**, that materially affected, or are reasonably likely to materially affect, internal controls[136](index=136&type=chunk) [PART II: OTHER INFORMATION](index=25&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, use of IPO proceeds, and exhibits, confirming no defaults or mine safety issues [Legal Proceedings](index=25&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reported no legal proceedings - There are no legal proceedings to report[136](index=136&type=chunk) [Risk Factors](index=25&type=section&id=ITEM%201A.%20RISK%20FACTORS) No material changes to risk factors were reported from previous disclosures in the 2021 Form 10-K and Form S-4 registration statement - The company states there have been **no material changes** to the risk factors previously disclosed in its **2021 Form 10-K** and its **Form S-4** registration statement[137](index=137&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section details the use of **$65 million** IPO proceeds placed in a trust account and **$2.5 million** from private placement warrants for working capital - Gross proceeds of **$65 million** were generated from the IPO and over-allotment option exercise, which were placed in a U.S.-based Trust Account[138](index=138&type=chunk)[139](index=139&type=chunk) - Simultaneously with the IPO, **2,500,000 private warrants** were sold to the Sponsor at **$1.00 per warrant**, generating **$2.5 million** under a registration exemption[139](index=139&type=chunk) - Net proceeds of approximately **$900,000** were available for working capital after transaction costs, and were used for expenses related to searching for and negotiating a Business Combination[141](index=141&type=chunk) [Defaults Upon Senior Securities](index=26&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities - There are no defaults upon senior securities to report[144](index=144&type=chunk) [Mine Safety Disclosures](index=26&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) The company reported no mine safety disclosures - This item is not applicable to the company[145](index=145&type=chunk) [Other Information](index=26&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reported no other information - There is no other information to report[145](index=145&type=chunk) [Exhibits](index=27&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL documents - The exhibits filed with this report include certifications from the Principal Executive Officer and Principal Accounting Officer under **Sections 302 and 906 of the Sarbanes-Oxley Act**, as well as Inline XBRL data files[148](index=148&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____to _____ Commission File Number: 001-41097 Mana Capital Acquisition Corp. (Exact name of registrant as specified in its charter) | --- | --- | |------------- ...

[PART I: FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%3A%20FINANCIAL%20INFORMATION) This section presents the unaudited financial statements, management's discussion, market risk disclosures, and controls for the period [Financial Statements (Unaudited)](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) Mana Capital Acquisition Corp. reported a Q1 2022 net loss of $222,663, with total assets at $65.6 million, primarily from its Trust Account [Balance Sheet](index=4&type=section&id=Balance%20Sheet) The balance sheet shows total assets of $65.64 million, primarily from trust account investments, and total liabilities of $180,542 Balance Sheet Summary (as of March 31, 2022 vs. December 31, 2021) | Metric | March 31, 2022 (Unaudited) ($) | December 31, 2021 (Audited) ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $380,615 | $526,625 | | Investments held in Trust Account | $65,004,901 | $65,000,484 | | **Total Assets** | **$65,640,611** | **$65,807,166** | | **Liabilities & Equity** | | | | Total Liabilities | $180,542 | $124,434 | | Common stock subject to possible redemption | $65,000,000 | $65,000,000 | | Total Stockholders' Equity | $460,069 | $682,732 | | **Total Liabilities and Stockholders' Equity** | **$65,640,611** | **$65,807,166** | [Statement of Operations](index=5&type=section&id=Statement%20of%20Operations) The company reported a net loss of $222,663 for the three months ended March 31, 2022, primarily from operating costs and franchise taxes Statement of Operations (For the Three Months Ended March 31, 2022) | Metric | Amount ($) | | :--- | :--- | | Formation and operating costs | $177,094 | | Franchise tax expenses | $50,000 | | **Loss from Operations** | **($227,094)** | | Investment income on Trust Account | $4,419 | | **Net loss** | **($222,663)** | | Basic and diluted net loss per share | ($0.14) | [Statement of Changes in Stockholders' Equity](index=6&type=section&id=Statement%20of%20Changes%20in%20Stockholders'%20Equity) Stockholders' Equity decreased to $460,069 by March 31, 2022, solely due to the period's net loss - Total Stockholders' Equity decreased from **$682,732** at December 31, 2021, to **$460,069** at March 31, 2022, solely due to the net loss of **$222,663** for the period[15](index=15&type=chunk) [Statement of Cash Flows](index=7&type=section&id=Statement%20of%20Cash%20Flows) Net cash used in operating activities was $146,010, resulting in a cash balance of $380,615 at period-end Cash Flow Summary (For the Three Months Ended March 31, 2022) | Metric | Amount ($) | | :--- | :--- | | Net cash used in operating activities | ($146,010) | | Net cash used in investing activities | $0 | | Net cash provided in financing activities | $0 | | **Net Change in Cash** | **($146,010)** | | Cash at beginning of period | $526,625 | | **Cash at end of period** | **$380,615** | [Notes to Financial Statements](index=8&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's SPAC nature, IPO proceeds, trust account investments, and going concern risks - The company is a SPAC formed to effect a business combination and has not commenced operations, raising substantial doubt about its ability to continue as a going concern due to liquidation requirements if a combination is not completed within 9 to 21 months from its IPO[20](index=20&type=chunk)[33](index=33&type=chunk)[37](index=37&type=chunk) - The company completed its IPO on November 26, 2021, raising gross proceeds of **$65 million** (including over-allotment) which were placed in a trust account, and simultaneously sold **2.5 million** private placement warrants to its Sponsor for **$2.5 million**[22](index=22&type=chunk)[23](index=23&type=chunk)[25](index=25&type=chunk) - As of March 31, 2022, the Trust Account held **$65,004,901**, invested in U.S. Treasury Securities mutual funds[77](index=77&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) As a SPAC, the company generated no revenue, reporting a Q1 2022 net loss of $222,663, with $380,615 cash for working capital - The company's sole activities since inception have been organizational and related to its IPO, with no revenue generated to date[104](index=104&type=chunk) Q1 2022 Financial Results | Metric | Amount ($) | | :--- | :--- | | Net Loss | $222,663 | | Formation & Operating Expenses | $177,094 | | Franchise Tax Provision | $50,000 | | Interest Income from Trust | $4,419 | - As of March 31, 2022, the company had **$380,615** in cash available for working capital and **$65,004,901** held in the Trust Account[110](index=110&type=chunk)[111](index=111&type=chunk) - The company has engaged Ladenburg Thalmann & Co. and I-Bankers Securities, Inc. as advisors for its business combination, who will be paid a marketing fee of **2.5%** of the gross IPO proceeds upon consummation of a deal[117](index=117&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a "smaller reporting company," Mana Capital Acquisition Corp. is exempt from providing market risk disclosures - The Company is not required to provide information on market risk as it qualifies as a "smaller reporting company" under Regulation S-K[123](index=123&type=chunk) [Controls and Procedures](index=24&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were ineffective, yet financial statements are fairly presented, with no material changes to internal controls - Management concluded that the company's disclosure controls and procedures were not effective as of the end of the reporting period[124](index=124&type=chunk) - Despite the lack of effectiveness in disclosure controls, management believes the financial statements are fairly presented in all material respects[124](index=124&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, such controls[128](index=128&type=chunk) [PART II. OTHER INFORMATION](index=25&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Legal Proceedings](index=25&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reported no legal proceedings during the period - There are no legal proceedings to report[130](index=130&type=chunk) [Risk Factors](index=25&type=section&id=ITEM%201A.%20RISK%20FACTORS) No material changes occurred to the risk factors previously disclosed in the 2021 Annual Report on Form 10-K - No material changes have occurred from the risk factors disclosed in the 2021 Annual Report on Form 10-K[131](index=131&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) IPO generated $65 million, private placement $2.5 million, with $65 million placed in trust and $900,000 for working capital - The company consummated its IPO in November 2021, generating total gross proceeds of **$65 million** from the sale of units, including the partial exercise of the over-allotment option[132](index=132&type=chunk) - Simultaneously with the IPO, the company sold **2,500,000** private warrants to its Sponsor for **$2.5 million**[133](index=133&type=chunk) - **$65 million** of the proceeds were placed in a U.S.-based Trust Account, with approximately **$900,000** available for working capital[134](index=134&type=chunk)[137](index=137&type=chunk) [Defaults Upon Senior Securities](index=26&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities - There are no defaults upon senior securities to report[140](index=140&type=chunk) [Mine Safety Disclosures](index=26&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) The company reported no mine safety disclosures - There are no mine safety disclosures to report[141](index=141&type=chunk) [Other Information](index=26&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reported no other information - There is no other information to report[142](index=142&type=chunk) [Exhibits](index=27&type=section&id=ITEM%206.%20EXHIBITS) This section lists exhibits for the Form 10-Q, including Sarbanes-Oxley Act certifications and Inline XBRL documents - The report includes certifications from the Principal Executive Officer and Principal Accounting Officer under Sections 302 and 906 of the Sarbanes-Oxley Act[145](index=145&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41097 MANA CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | |-------------------------------------- ...