Cardio Diagnostics Holdings, Inc. 10-Q

ITEM 5. OTHER INFORMATION The Iowa Lease On July 20, 2023, the Company entered into a lease agreement (the “Iowa Lease”) with 246 Group, LC, dba North Point Crossing, for the lease of approximately 5,060 rentable square feet of medical laboratory and office space (the “Iowa Premises”) known as Suite D, 2545 North Dodge Street, Iowa City, Iowa. The Iowa Premises is in addition to the new Chicago premises described below. The term of the Iowa Lease is for five years and four months commencing on August 1, 2023 and terminating on November 30, 2028. The Company will initially pay $8,505 per month ($102,060 on an annualized basis and approximately $20.17 per square foot) in rent commencing on December 1, 2023, which includes its pro rata share of property taxes, insurance and common area maintenance, common area utilities and water. Of the approximate $20.17 per square foot initial rent, $5.17 per square foot yearly rent shall be subject to an annual adjustment after the first 12 months of the Iowa Lease. The first month’s rent was paid at the time of execution of the Iowa Lease. The Company is permitted to occupy the Iowa Premises as of August 1, 2023 for purposes of constructing certain tenant improvements in the Iowa Premises. The Iowa Lease contains customary representations, warranties, covenants, indemnification provisions, default provisions, and termination provisions for a lease of this nature. The foregoing description of the Iowa Lease does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Iowa Lease, which is attached hereto as Exhibit 10.1 and incorporated herein by this reference. 26 The Chicago Lease On June 15, 2023, the Company entered into an office building lease agreement (the “W. Superior Lease Agreement”) with 311 W. Superior, L.L.C., an Illinois limited liability company, for the lease of approximately 4,973 rentable square feet of general office space (the “W. Superior Premises”) known as Suite 444, 311 W. Superior, Chicago, Illinois. The W. Superior Premises is in addition to the new Iowa Premises described above. The term of the W. Superior Lease is for 40 months commencing on August 1, 2023 and terminating on November 30, 2026. The Company will initially pay $12,846.92 per month ($154,163 on an annualized basis and approximately $31.00 per square foot) in rent commencing on December 1, 2023, which includes its pro rata share of property taxes, insurance and common area maintenance, common area utilities and water. The base rent will increase annually on August 1 of 2024, 2025 and 2026 to a monthly rate of $13,103.85 ($31.62 per square foot), $13,364.93 ($32.25 per square foot) and $13,634.31 ($32.90 per square foot), respectively. The Company will also be responsible for its 5.4% proportionate share of “Project Operating Costs,” as defined in the W. Superior Lease, to the extent such costs exceed the Project Operating Costs for 2024, which is designated in the W. Superior Lease as the “Base Year.” The Company paid a security deposit of $12,849.50 and first month’s rent for December 2023 upon execution of the W. Superior Lease. The W. Superior Lease provides a one-time option to extend the lease term for an additional three-year period. The base rent on the extension period will be calculated as a 3% increase over the prior year’s base rent for the first extension year and thereafter, will increase 3% annually for each additional year. The lease commencement date is the later of August 1, 2023 or upon substantial completion of the “Landlord’s work,” as specified in the W. Superior Lease. However, the Company was granted a pre-term possession right as of July 10, 2023 in order to permit its vendors to install personal IT, signage and additional furniture. The W. Superior Lease Agreement contains customary representations, warranties, covenants, indemnification provisions, default provisions, and termination provisions for a lease of this nature. The foregoing description of the W. Superior Lease does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the W. Superior Lease Agreement, which is attached hereto as Exhibit 10.2 and incorporated herein by this reference. 27 ITEM 6. EXHIBITS The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. Incorporation by Reference Exhibit Number Description Form Exhibit Filing Date 2.1 Agreement and Plan of Merger dated as of May 27, 2022 by and among Mana Capital Acquisition Corp., Mana Merger Sub, Inc., Cardio Diagnostics, Inc., and Meeshanthini (Meesha) Dogan, as representatives of the shareholders (included as Annex A to the Proxy Statement/Prospectus) S-4/A 2.1 10/4/22 2.2 Amendment dated September 15, 2022 to Agreement and Plan of Merger dated as of May 27, 2022 by and among Mana Capital Acquisition Corp., Mana Merger Sub, Inc., Cardio Diagnostics, Inc., and Meeshanthini (Meesha) Dogan, as representatives of the shareholders S-4/A 2.2 10/4/22 2.3 Waiver Agreement dated as of October 25, 2022 with respect to Agreement and Plan of Merger dated as of May 27, 2022, as amended on September 15, 2022 8-K 2.3 10/31/22 3.1 Third Amended and Restated Certificate of Incorporation of Cardio Diagnostics Holdings, Inc., dated May 30, 2023 8-K 3.1 5/30/23 3.2 By-laws S-1 3.3 10/19/21 4.1 Specimen Stock Certificate S-1/A 4.2 11/10/21 4.2 Specimen Warrant Certificate (contained in Exhibit 4.3) 8-K 4.1 11/26/21 4.3 Warrant Agreement, dated November 22, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent 8-K 4.1 11/26/21 4.4 Convertible Debenture, dated March 8, 2023 8-K 4.1 3/13/23 4.5 Description of Securities 10-K 4.5 3/31/23 10.1* § Lease Agreement, dated July 20, 2023, by and between the Company and 246 Group LC dba North Point Crossing (the “Iowa Lease”) 10.2* Office Building Lease, dated June 15, 2023, by and between the Company and 311 W. Superior, L.L.C. (the “Chicago Lease”) 10.3 Letter Agreement dated June 2, 2023 amending the Securities Purchase Agreement dated March 8, 2023 (which agreement was previously filed as Exhibit 10.1 to the Original 8-K on March 13, 2023) 8-K 10.1 6/5/23 10.4# Form of Board of Directors Agreement 8-K 10.1 6/22/23 31.1* Certification of Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1+ Certification of Principal Executive Officer pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2+ Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH* XBRL Taxonomy Extension Schema Document. 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Date File (embedded with the Inline XBRL document) * Filed herewith. § Certain of the exhibits or schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request; provided, however, that the Registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedule or exhibit so furnished. + Furnished herewith. The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Cardio Diagnostics Holdings, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. # Indicates a management contract or compensatory contract, plan or arrangement. 28 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Cardio Diagnostics Holdings, Inc. Date: August 14, 2023 By: /s/ Elisa Luqman Elisa Luqman Chief Financial Officer 29