What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-31 · 498 added, 504 removed, 625 unchanged (62% of the section changed)

9 unchanged sentences

accepted accounting principles.

Accordingly, management believes that the financial statements included in this Form 10-K present

fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Accordingly, management believes that the financial statements included in

this Form 10-K present fairly in all material respects our financial position,

results of operations and cash flows for the period presented.

Disclosure controls and procedures are designed

3 unchanged sentences

to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls

and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and

operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits

must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation

of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances

of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of

future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial

This Annual Report on Form 10-K does not include

a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent

registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

For purposes of filing our first annual report

with the SEC following our reverse acquisition with a public company, per the guidance provided in Section 215.02 of the SEC's Compliance

and Disclosure Interpretations, we have not included management's report on internal controls over financial reporting pursuant to Section

404 of the Sarbanes-Oxley Act.

We will be required to disclose changes made in our internal controls and procedures in our quarterly reports

beginning with the report for the period ending March 31, 2023 and provide management's report on internal controls over financial reporting beginning with

the report for the year ending December 31, 2023.

Our independent registered public accounting firm will not be required to formally attest

to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of (a) the year following

our first annual report required to be filed with the SEC or (b) the year following a year during which we cease to be considered an "emerging

growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act

We do not expect that our disclosure controls and procedures

will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and operated, can

provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design

of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative

to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and

procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any.

of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls

Over Financial Reporting

This Annual Report on Form 10-K

does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report

of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

3 unchanged sentences

Other Information

the Company’s fourth quarter, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1

trading arrangement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2 unchanged sentences

The following table sets forth certain information,

including ages as of March 27, 2023, of our executive officers and members of the Board of Directors.

including ages as of April 1, 2024, of our executive officers and members of the Board of Directors.

Executive Officers

22 unchanged sentences

she is the Co-Founder of Legacy Cardio, with over 13 years’ experience in bridging medicine, engineering and artificial

intelligence towards building solutions to fulfill unmet clinical needs such as in cardiovascular disease prevention.

Coming from a family

with a two-generation history of heart disease and having worked for an extensive time interacting with those affected by heart disease,

she understands the pain points and founded Legacy Cardio to help prevent others from experiencing its devastating impacts.

is a pioneer in artificial intelligence/machine learning-driven integrated genetic-epigenetic approaches, which includes highly cited

publications, and platform presentations at the American Heart Association and American Society of Human Genetics.

She co-invented the

patent-pending Integrated Genetic-Epigenetic Engine™ of Cardio Diagnostics (European Patent Granted in March 2021).

Dogan founded Legacy Cardio to commercialize this technology through a series of clinical tests towards making heart disease prevention

and early detection more accessible, personalized and precise.

Under her leadership, Legacy Cardio was awarded the prestigious One To

Watch award in 2020 by Nature and Merck, has worked its way to become a technology leader in cardiovascular diagnostics, introduced its

first product for marketing testing in January 2021, secured both dilutive and non-dilutive funding and key relationships with world renowned

healthcare organizations and key opinion leaders.

Dogan holds a PhD degree in Biomedical Engineering and BSE/MS degrees in Chemical

Engineering from University of Iowa.

intelligence towards building solutions to fulfill unmet clinical needs such as in cardiovascular disease prevention and management.

Coming from a family with a two-generation history of heart disease and having worked for an extensive time interacting with those affected

by heart disease, she understands the pain points and founded Legacy Cardio to help prevent others from experiencing its devastating

Dogan is a pioneer in artificial intelligence/machine learning-driven integrated genetic-epigenetic approaches, which includes

highly cited publications, and platform presentations at the American Heart Association and American Society of Human Genetics.

She co-invented

the patent-pending Integrated Genetic-Epigenetic Engine™ of Cardio Diagnostics (six granted patents and numerous pending patents).

Dogan founded Legacy Cardio to commercialize this technology through a series of patent-pending clinical tests towards making

heart disease prevention and early detection more accessible, personalized and precise.

Under her leadership, Legacy Cardio was awarded

the prestigious One To Watch award in 2020 by Nature and Merck, the 2021 Clinical Diagnostics Solution of the Year from Biotech Breakthrough

and Fast Company's Next Big Things in Tech 2022, has worked its way to become a technology leader in cardiovascular diagnostics, launched

four products, secured both dilutive and non-dilutive funding and key relationships with world renowned healthcare organizations and

key opinion leaders.

Dogan holds a PhD degree in Biomedical Engineering and BSE/MS degrees in Chemical Engineering from University

She was named FLIK Woman Entrepreneur to Watch in 2021.

We believe that, as a co-founder of our Company and co-inventor of our

Company’s key technologies and products, as well as her leadership skills, Dr.

Dogan is uniquely positioned to bring unmatched

experience and insights into the boardroom and to the daily operations of our Company.

Robert Philibert has served as our

18 unchanged sentences

Elisa Luqman has

served as our Chief Financial Officer since March 2021.

served as our Chief Financial Officer on a part time basis since March 2021.

In March 2021, Legacy Cardio and Ms.

Luqman entered into a consulting agreement

under which she was retained to provide services in connection with a potential merger transaction.

Since April 2022, Ms.

Luqman has also

been serving as Chief Legal Officer (SEC) for Nutex Health, Inc.

(“Nutex”), a physician-led, technology-enabled healthcare

services company.

She attained that position upon the closing of a merger transaction in which her employer, Clinigence Holdings, Inc.

Luqman entered into

a consulting agreement under which she was retained to provide services in connection with a potential merger transaction.

Luqman has also been serving as Chief Legal Officer (SEC) for Nutex Health, Inc.

(“Nutex”), a physician-led, technology-enabled

healthcare services company.

She attained that position upon the closing of a merger transaction in which her employer, Clinigence Holdings,

(“Clinigence"), was the surviving entity.

She served as the Chief Financial Officer, Executive Vice President Finance and General

Counsel of Clinigence from October 2019 until the merger.

She also served as a director of Clinigence from October 2019 to February 2021.

She served as the Chief Financial Officer, Executive Vice President Finance

and General Counsel of Clinigence from October 2019 until the merger.

She also served as a director of Clinigence from October 2019 to

February 2021.

At Clinigence, Ms.

Luqman was responsible for maintaining the corporation’s accounting records and statements, preparing its SEC

filings and overseeing compliance requirements.

She was an integral member of the Clinigence team responsible for obtaining the company’s

NASDAQ listing and completing the reverse merger with Nutex.

Luqman continues to be responsible for preparing its SEC filings

and overseeing compliance requirements.

Luqman co-founded bigVault Storage Technologies, a cloud- based file hosting company acquired

by Digi-Data Corporation in February 2006.

Luqman was responsible for maintaining the corporation’s accounting records and statements, preparing

its SEC filings and overseeing compliance requirements.

She was an integral member of the Clinigence team responsible for obtaining the

company’s NASDAQ listing and completing the reverse merger with Nutex.

Luqman continues to be responsible for preparing

its SEC filings and overseeing compliance requirements.

Luqman co-founded bigVault Storage Technologies, a cloud- based file hosting

company acquired by Digi-Data Corporation in February 2006.

From March 2006 through February 2009, Ms.

Luqman was employed as Chief Operating Officer of

the Vault Services Division of Digi-Data Corporation, and subsequently during her tenure with Digi-Data Corporation she became General

Counsel for the entire corporation.

In that capacity she was responsible for acquisitions, mergers, patents, customer, supplier, and employee

contracts, and worked very closely with Digi-Data’s outside counsel firms.

Luqman was employed as Chief Operating

Officer of the Vault Services Division of Digi-Data Corporation, and subsequently during her tenure with Digi-Data Corporation she became

General Counsel for the entire corporation.

In that capacity she was responsible for acquisitions, mergers, patents, customer, supplier,

and employee contracts, and worked very closely with Digi-Data’s outside counsel firms.

In March 2009, Ms.

Luqman rejoined iGambit Inc.

as Chief Financial Officer and General Counsel.

Luqman has overseen and been responsible for IGMB’s SEC filings, FINRA filings

and public company compliance requirements from its initial Form 10 filing with the SEC in 2010 through its reverse merger with Clinigence

Holdings, Inc.

Luqman rejoined iGambit

(“IGMB”) as Chief Financial Officer and General Counsel.

Luqman has overseen and been responsible for IGMB’s

SEC filings, FINRA filings and public company compliance requirements from its initial Form 10 filing with the SEC in 2010 through its

reverse merger with Clinigence Holdings, Inc.

in October 2019.

Luqman received a BA degree, a JD in Law, and an MBA Degree in Finance from Hofstra University.

Luqman received a BA degree, a JD in Law, and an MBA Degree in Finance

from Hofstra University.

Luqman is a member of the bar in New York and New Jersey.

32 unchanged sentences

as the Company’s Non-Executive Chairman of the Board since the consummation of the Business Combination in October 2022.

Legacy Cardio’s Non-Executive Chairman of the Board since May 2022 and was on Legacy Cardio’s Board of Directors since November

In March 2021, Cardio and Dr.

Hosseinion entered into a consulting agreement under which he was retained to provide services in

connection with a potential merger transaction.

He is also currently the President and a director of Nutex, positions he has held since

Hosseinion is a Co-Founder of Apollo Medical Holdings, Inc.

AMEH) and served as a member of the Board of Directors

of Apollo Medical Holdings, Inc.

since July 2008, the Chief Executive Officer of Apollo

Medical Holdings, Inc.

from July 2008 to December 2017, and the Co-Chief Executive Officer of Apollo Medical Holdings, Inc.

from December

2017 to March 2019.

Hosseinion co-founded ApolloMed.

Legacy Cardio’s Non-Executive Chairman of the Board from May 2022 and was on Legacy Cardio’s Board of Directors beginning

in November 2020.

In March 2021, Legacy Cardio and Dr.

Hosseinion entered into a consulting agreement under which he was retained to provide

services in connection with a potential merger transaction.

He continues to provide consulting services to the Company under that contract.

He is also currently the President and a director of Nutex Health, Inc.

NUTX), positions he has held since April 2022.

Hosseinion co-founded Astrana Health, Inc.

ASTH) (formerly, Apollo Medical Holdings, Inc.

AMEH)) and has served

as a member of Astrana’s Board of Directors since July 2008.

He served as Astrana’s Chief Executive Officer from July 2008

to December 2017 and its Co-Chief Executive Officer from December 2017 to March 2019.

Hosseinion received his B.S.

in Biology from the University of San

Francisco, his M.S.

in Physiology and Biophysics from the Georgetown University Graduate School of Arts and Sciences, his Medical Degree

from the Georgetown University School of Medicine and completed his residency in internal medicine from the Los Angeles County-University

of Southern California Medical Center.

in Biology from

the University of San Francisco, his M.S.

in Physiology and Biophysics from the Georgetown University Graduate School of Arts and Sciences,

his Medical Degree from the Georgetown University School of Medicine and completed his residency in internal medicine from the Los Angeles

County-University of Southern California Medical Center.

Hosseinion’s experience as a physician, along with his background at

Astrana and Nutex, brings our Board and our Company a depth of understanding of physician culture and the healthcare market, as well as

a strong knowledge of the public markets.

James Intrater is

14 unchanged sentences

Rutgers University - College of Engineering.

Intrater was selected to serve as a member of our board of directors due to his significant

experience developing healthcare-related products as well as products in other industries.

served as a member of the Company’s Board of Directors since consummation of the Business Combination in October 2022 .

31 unchanged sentences

Fellowship in Cardiology and Fellowship in Interventional Cardiology at the University of Southern California.

Lau was selected to

serve on our board of directors due to his extensive academic and clinical experience in internal medicine and cardiology.

Oded Levy has

17 unchanged sentences

He holds an MBA in Finance and International Business and a BS in Computer and Information Systems from New York University.

Brandon Sim has

served as a member of the Company’s Board of Directors since consummation of the Business Combination in October 2022.

Co-Chief Executive Officer of Apollo Medical Holdings, Inc.

where he is focused on transforming healthcare delivery for physicians and

He is responsible for ApolloMed’s overall strategy, growth, operations, and technology innovation.

Since joining ApolloMed in 2019, he has also served as Chief Operating Officer, Chief Technology

Officer and Vice President of Engineering.

Prior to joining ApolloMed, Mr.

Sim served as Quantitative Researcher at Citadel Securities

from 2015 to 2019.

From 2012 to 2015, Mr.

Sim co-founded and served as Chief Technology Officer at Theratech, a medical device company

focused on developing a low-cost, simple-to-use patch for automated drug delivery.

Sim was a member of the board of directors of Clinigence

Holdings, Inc.

between October 2021 and April 2022.

his Master of Science in Computer Science and Engineering and Bachelor of Arts in Statistics and Physics, Magna Cum Laude with High Honors,

from Harvard University.

Levy was selected to serve on the board of directors due to his significant experience managing and investing in healthcare companies.

served as a member of the Company’s Board of Directors since December 2023.

Since May 2021, Mr.

Burton has served as the Managing

Partner, of 2Flo Ventures, a start-up studio and early-stage healthcare investor.

Through 2Flo Ventures, he provides strategic and financial

advice to healthcare companies.

In 2010, he founded and continues to serve as Managing Principal of Burton Advisory, Inc., which provides

strategic and financial advice to healthcare companies, drawing from over 20 years of experience in corporate finance and strategic advisory

In connection therewith, since December 2018, Mr.

Burton has been the Chief Executive Officer of Akan Biosciences, a biotech

start-up company developing regenerative medicinal therapeutics.

From 2019 he also has been serving as the Chief Financial Officer of

Temprian Therapeutics.

From 2019 through 2022 he served as the fractional CFO for both Cancer IQ and 4D Healthware.

From 2019 through

Burton was also an Entrepreneur in Residence at Northwestern University, supporting students and faculty with healthcare-oriented

commercialization projects.

Previously, he was the Chief Executive Officer of ResQ Pharma, Inc.

In 2013 he co-founded Vivacelle Bio,

Inc., where he served as Chief Financial Officer and a member of its board of directors.

Burton currently serves as a member of the

Chicago Biomedical Consortium’s VC Advisory Committee, as a member of MATTER, a Chicago-based healthcare incubator, and the Bunker

Labs, an incubator started in Chicago for U.S.

military veterans.

He also is a member of the Board of Directors of Millennium Beacon,

a healthcare incubator based on the southside of Chicago, seeking to serve overlooked populations.

Prior thereto, Mr.

Burton worked as

an investment banking associate at Salomon Brothers (now Citigroup Corporate & Investment Bank).

He also served as a United States

Regular Army Commissioned Officer (Infantry).

Burton earned his JD and MBA from the University of Illinois at Urbana-Champaign and

earned two Bachelor’s Degrees from the University of Illinois at Chicago.

He currently serves on the Board of Trustees of the Ravinia

Festival, an internationally-renowned, not-for-profit music festival.

Burton was nominated due to his extensive experience in the

working of numerous capacities with early-stage healthcare companies as well as his corporate finance background, both of which are areas

of expertise we believe will bring invaluable insights to the Cardio boardroom.

Family Relationships

than Meeshanthini Dogan and Timur Dogan, who are wife and husband, t here

are no family relationships among our executive officers and directors.

than Meeshanthini Dogan and Timur Dogan, who are wife and husband,

t here are no family relationships among our executive officers and directors.

Corporate Governance

Cardio has structured its corporate governance

in a manner that we believe closely aligns its interests with those of its stockholders.

has structured its corporate governance in a manner that we believe closely aligns its interests with those of its stockholders.

Notable features

26 unchanged sentences

Based on information provided by each director

concerning his or her background, employment and affiliations, the Board has determined that Stanley K.

Lau, MD, Oded Levy, James Intrater

and Brandon Sim, representing four of the Company’s seven directors, do not have a relationship that would interfere with the exercise

concerning his or her background, employment and affiliations, the Board has determined that Paul Burton, James Intrater, Stanley K.

MD and Oded Levy, representing four of the Company’s seven directors, do not have a relationship that would interfere with the exercise

of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director”

9 unchanged sentences

of directors may from time to time establish other committees.

Cardio’s chief executive officer and other

executive officers regularly report to the non-executive directors and the audit, the compensation and the nominating and corporate governance

committees to ensure effective and efficient oversight of our

activities and to assist in proper risk management and the ongoing evaluation of management controls.

chief executive officer and other executive officers regularly report to the non-executive directors and the audit, the compensation and

the nominating and corporate governance committees to ensure effective and efficient oversight

of our activities and to assist in proper risk management and the ongoing evaluation of management controls.

Audit Committee

Cardio has an audit committee consisting of

James Intrater, Oded Levy, and Brandon Sim, with Mr.

Cardio has an audit committee consisting of Paul

Burton, James Intrater and Oded Levy, with Mr.

Levy serving as the chair of the committee.

The Cardio Board has determined that

each member of the audit committee qualifies as an independent director under the independence requirements of the Sarbanes-Oxley Act,

Rule 10A-3 under the Exchange Act and Nasdaq listing requirements.

The Cardio Board has determined that each member

of the audit committee qualifies as an independent director under the independence requirements of the Sarbanes-Oxley Act, Rule 10A-3

under the Exchange Act and Nasdaq listing requirements.

The Cardio Board has determined that Mr.

Levy qualifies as an “audit

committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K, and that he possesses financial sophistication,

as defined under the rules of Nasdaq.

The audit committee’s responsibilities

Levy qualifies as an “audit committee

financial expert,” as defined in Item 407(d)(5) of Regulation S-K, and that he possesses financial sophistication, as defined

under the rules of Nasdaq.

audit committee’s responsibilities

include, among other things:

• reviewing and discussing

with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited

financial statements should be included in our Form 10-K;

• discussing with

management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of

our financial statements;

• discussing with management major risk assessment and risk Management

• monitoring the independence

of the independent auditor;

• verifying the rotation

of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing

the audit as required by law;

reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our Form 10-K;

discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

discussing with management major risk assessment and risk Management policies;

monitoring the independence of the independent auditor;

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

reviewing and approving all related-party transactions;

• inquiring and discussing

with management our compliance with applicable laws and regulations;

• pre-approving all

audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services

to be performed;

inquiring and discussing with management our compliance with applicable laws and regulations;

pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

appointing or replacing the independent auditor;

• determining the

compensation and oversight of the work of the independent auditor (including resolution of disagreements between Management and the independent

auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

• reviewing and approving

any annual or long-term incentive cash bonus or equity or other incentive plans in which our executive officers may participate;

• establishing procedures for the receipt, retention and treatment

of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our

financial statements or accounting policies;

• approving reimbursement

of expenses incurred by our management team in identifying potential target businesses.

determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between Management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

reviewing and approving any annual or long-term incentive cash bonus or equity or other incentive plans in which our executive officers may participate;

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

The board of directors has adopted a written

2 unchanged sentences

Cardio has a compensation committee consisting

of James Intrater, Stanley Lau and Oded Levey with Dr.

of James Intrater, Stanley Lau and Oded Levy with Dr.

Lau serving as chair of the committee.

2 unchanged sentences

Rule 10A-3 under the Exchange Act and Nasdaq listing requirements.

compensation committee’s responsibilities include, among

other things:

• establishing, reviewing, and approving our overall executive

compensation philosophy and policies ;

• reviewing and approving on an annual basis the corporate goals

and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance

in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on

such evaluation ;

and approving the compensation of all of our other executive officers;

• approving reimbursement

of expenses incurred by our management team in identifying potential target businesses.

compensation committee’s responsibilities

include, among other things:

establishing, reviewing, and approving our overall executive compensation philosophy and policies ;

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation ;

reviewing and approving the compensation of all of our other executive officers;

approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

reviewing our executive compensation policies and plans;

• receiving and evaluating performance target goals for the senior

officers and employees (other than executive officers) and reviewing periodic reports from the CEO as to the performance and compensation

of such senior officers and employees;

• implementing and administering our incentive compensation equity-based

remuneration plans;

• reviewing and approving any annual or long-term incentive cash

bonus or equity or other incentive plans in which our executive officers may participate;

• reviewing and approving for our chief executive officer and

other executive officers any employment agreements, severance arrangements, and change in control agreements or provisions;

• reviewing and discussing with Management the Compensation Discussion

and Analysis set forth in Securities and Exchange Commission Regulation S-K, Item 402, if required, and, based on such review and discussion,

determine whether to recommend to the Board that the Compensation Discussion and Analysis be included in our annual report or proxy statement

the annual meeting of stockholders;

• assisting management in complying with our proxy statement

and annual report disclosure requirements;

• approving all special perquisites, special cash payments and

other special compensation and benefit arrangements for our executive officers and employees;

• if required, producing a report on executive compensation to

be included in our annual proxy statement;

• reviewing and recommending to the Board for approval the frequency

with which we will conduct Say-on-Pay Votes, taking into account the results of the most recent stockholder advisory vote on frequency

of Say-on-Pay Votes required by Section 14A of the Exchange Act, and review and recommend to the Board for approval the proposals regarding

the Say-on-Pay Vote and the frequency of the Say-on-Pay Vote to be included in our proxy statements filed with the SEC;

receiving and evaluating performance target goals for the senior officers and employees (other than executive officers) and reviewing periodic reports from the CEO as to the performance and compensation of such senior officers and employees;

implementing and administering our incentive compensation equity-based remuneration plans;

reviewing and approving any annual or long-term incentive cash bonus or equity or other incentive plans in which our executive officers may participate;

reviewing and approving for our chief executive officer and other executive officers any employment agreements, severance arrangements, and change in control agreements or provisions;

reviewing and discussing with Management the Compensation Discussion and Analysis set forth in Securities and Exchange Commission Regulation S-K, Item 402, if required, and, based on such review and discussion, determine whether to recommend to the Board that the Compensation Discussion and Analysis be included in our annual report or proxy statement the annual meeting of stockholders;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

if required, producing a report on executive compensation to be included in our annual proxy statement;

reviewing and recommending to the Board for approval the frequency with which we will conduct Say-on-Pay Votes, taking into account the results of the most recent stockholder advisory vote on frequency of Say-on-Pay Votes required by Section 14A of the Exchange Act, and review and recommend to the Board for approval the proposals regarding the Say-on-Pay Vote and the frequency of the Say-on-Pay Vote to be included in our proxy statements filed with the SEC;

conducting an annual performance evaluation of the committee;

• reviewing, evaluating and recommending changes, if appropriate,

to the remuneration for directors.

The board of directors

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

board of directors

has adopted a written charter for the compensation committee that is available on our website.

6 unchanged sentences

Cardio has a nominating and corporate governance

committee consisting of James Intrater, Stanley Lau and Brandon Sim, with Mr.

Sim serving as chair of the committee.

committee consisting of James Intrater, Stanley Lau and Paul Burton, with Mr.

Burton serving as chair of the committee.

The Cardio Board

1 unchanged sentence

requirements of the Sarbanes-Oxley Act, Rule 10A-3 under the Exchange Act and Nasdaq listing requirements.

The nominating and corporate governance committee’s responsibilities

nominating and corporate governance committee’s responsibilities

include, among other things:

• review and assess and make recommendations to the board

of directors regarding desired qualifications, expertise and characteristics sought of board members;

• identify, evaluate, select or make recommendations to the board

of directors regarding nominees for election to the board of directors;

• develop policies and procedures for considering stockholder

nominees for election to the board of directors;

• review the Company’s succession planning process for

Company’s chief executive officer, and assist in evaluating potential successors to the chief executive officer;

• review and make recommendations to the board of directors regarding

the composition, organization and governance of the board and its committees;

• review and make recommendations to the board of directors regarding

corporate governance guidelines and corporate governance framework;

• oversee director orientation for new directors and continuing

education for directors;

• oversee the evaluation of the performance of the board of directors

and its committees;

• review and monitor compliance with the Company’s code

of business conduct and ethics;

• administer policies and procedures for communications with

the non-management members of the Company’s Board of Directors.

of directors has adopted a written charter for the nominating and corporate governance committee that is available on our

review and assess and make recommendations to the board of directors regarding desired qualifications, expertise and characteristics sought of board members;

identify, evaluate, select or make recommendations to the board of directors regarding nominees for election to the board of directors;

develop policies and procedures for considering stockholder nominees for election to the board of directors;

review the Company’s succession planning process for Company’s chief executive officer, and assist in evaluating potential successors to the chief executive officer;

review and make recommendations to the board of directors regarding the composition, organization and governance of the board and its committees;

review and make recommendations to the board of directors regarding corporate governance guidelines and corporate governance framework;

oversee director orientation for new directors and continuing education for directors;

oversee the evaluation of the performance of the board of directors and its committees;

review and monitor compliance with the Company’s code of business conduct and ethics;

administer policies and procedures for communications with the non-management members of the Company’s Board of Directors.

of directors has adopted a written charter for the nominating and

corporate governance committee that is available on our website.

Guidelines for Selecting Director Nominees

1 unchanged sentence

provide that persons to be nominated:

• should have demonstrated notable or significant achievements

in business, education or public service;

• should possess the requisite intelligence, education and experience

to make a significant contribution to the Board of Directors and bring a range of skills, diverse perspectives and backgrounds to its

deliberations;

• should have the highest ethical standards, a strong sense of

professionalism and intense dedication to serving the interests of the stockholders.

should have demonstrated notable or significant achievements in business, education or public service;

should possess the requisite intelligence, education and experience to make a significant contribution to the Board of Directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

The nominating and governance committee will

2 unchanged sentences

The nominating and governance committee may require certain

skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also

consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The nominating and governance

committee does not distinguish among nominees recommended by stockholders and other persons.

skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will

also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The nominating and

governance committee does not distinguish among nominees recommended by stockholders and other persons.

Code of Ethics

The Company has adopted a written code of business

conduct and ethics that applies to its principal executive officer, principal financial

Company has adopted a written code of business conduct and ethics that applies to its principal executive officer, principal financial

or accounting officer or person serving similar functions and all of our other employees and members of our board of directors.

9 unchanged sentences

The conflicts

described above may not be resolved in our favor.

All ongoing and future transactions between

described above may

not be resolved in our favor.

ongoing and future transactions between

us and any of our management team or their respective affiliates, will be on terms believed by us to be no less favorable to us than are

7 unchanged sentences

Limitation on Liability and Indemnification of Officers and Directors

The Company intends to enter into indemnification

agreements with each of its directors and executive officers that may be broader than the specific indemnification provisions contained

These indemnification agreements, which have been authorized for execution by the Cardio board of directors, requires the

Company, among other things, to indemnify its directors and executive officers against liabilities that may arise by reason of their status

These indemnification agreements also require the

Company to advance all expenses reasonably and actually incurred by its directors and executive officers in investigating or defending

any such action, suit or proceeding.

Our By-laws provide that Cardio must

indemnify and advance expenses to Cardio’s directors and officers to the fullest extent authorized by the DGCL.

that these agreements and By-laws provisions are necessary to attract and retain qualified individuals to serve as directors and executive

Cardio maintains insurance policies under which

its directors and officers are insured, within the limits and subject to the limitations of those policies, against certain expenses in

connection with the defense of, and certain liabilities which might be imposed as a result of, actions, suits, or proceedings to which

they are parties by reason of being or having been its directors or officers.

The coverage provided by these policies may apply whether

or not the Company would have the power to indemnify such person against such liability under the provisions of the DGCL .

Company intends to enter into indemnification agreements with each of its directors and executive officers that may be broader than the

specific indemnification provisions contained in the DGCL.

These indemnification agreements, which have been authorized for execution

by the Cardio board of directors, requires the Company, among other things, to indemnify its directors and executive officers against

liabilities that may arise by reason of their status or service.

These indemnification agreements also

require the Company to advance all expenses reasonably and actually incurred by its directors and executive officers in investigating

or defending any such action, suit or proceeding.

Our By-laws provide

that Cardio must indemnify and advance expenses to Cardio’s directors and officers to the fullest extent authorized by the DGCL.

believe that these agreements and By-laws provisions are necessary to attract and retain qualified individuals to serve as directors and

executive officers.

maintains insurance policies under which its directors and officers are insured, within the limits and subject to the limitations of those

policies, against certain expenses in connection with the defense of, and certain liabilities which might be imposed as a result of, actions,

suits, or proceedings to which they are parties by reason of being or having been its directors or officers.

The coverage provided by

these policies may apply whether or not the Company would have the power to indemnify such person against such liability under the provisions

of the DGCL .

At present, we are not aware of any pending litigation or proceeding involving any person who will be one of the Company’s directors

2 unchanged sentences

sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

The DGCL authorizes corporations to limit or

eliminate the personal liability of directors of corporations and their stockholders

DGCL authorizes corporations to limit or eliminate the personal liability of directors of corporations and their stockholders

for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions.

4 unchanged sentences

his or her conduct was unlawful.

The limitation of liability, advancement and

indemnification provisions in our Second Amended and Restated Certificate

of Incorporation and our By-laws may discourage stockholders from bringing lawsuit against directors for breach of their fiduciary

These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even

though such an action, if successful, might otherwise benefit Cardio and our stockholders.

In addition, your investment may be adversely

affected to the extent Cardio pays the costs of settlement and damage awards against directors and officer pursuant to these indemnification

There is currently no

limitation of liability, advancement and indemnification provisions in our

Second Amended and Restated Certificate of Incorporation and our

By-laws may discourage stockholders from bringing lawsuit against directors for breach of their fiduciary duty.

These provisions also

may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if

successful, might otherwise benefit Cardio and our stockholders.

In addition, your investment may be adversely affected to the extent

Cardio pays the costs of settlement and damage awards against directors and officer pursuant to these indemnification provisions.

is currently no

pending material litigation or proceeding involving any of Cardio’s directors, officers, or employees for which indemnification

15 unchanged sentences

Dogan, Chief Executive Officer;

Warren Hosseinion, Chairman of the Board;

Warren Hosseinion, Non-executive Chairman of the Board*;

Elisa Luqman, Chief Financial Officer

As required by SEC rules, Cardio’s “NEOs”

for 2022 also include Jonathan Intrater, who was the chief executive officer of Mana prior to the closing of the Business Combination.

Intrater did not receive any employee compensation during the year ended December 31, 2022.

Accordingly, the following executive compensation

disclosure omits Mr.

Intrater and includes only the compensation of Cardio’s NEOs as of the closing of the Business Combination.

Hosseinion provides ongoing services to our

company as Chairman of the Board and as a consultant.

As such, he is not an executive officer and would not be included in the executive

compensation tables or accompanying narrative as an NEO under SEC disclosure rules.

However, because his contractual compensation is significant

and would be payable to him, even if he were no longer our Chairman, we are treating him as an NEO in this Item 11 in the interest of

full disclosure of the compensation payable to the highest paid persons who work for our company.

Hosseinion is not considered a Named

Executive Officer for any purpose other than the following disclosures.

2023 Summary Compensation Table

The following table sets forth information concerning

the compensation of our named executive officers for fiscal years ended December 31, 2021 and December 31, 2022.

Current Officers Name & Principal Position

Option Awards (3)

All Other Compensation ($)

the compensation of our named executive officers for fiscal years ended December 31, 2023 and 2022.

Officers Name & Principal Position

Other Compensation ($)

Meeshanthini V.

Warren Hosseinion, Chairman

Elisa Luqman, CFO

(1) All Other Compensation

includes Cardio’s contribution to the Company’s 401(k) account on behalf of executive and health and dental insurance coverage.

(2) Discretionary stock

grants made by Legacy Cardio in 2021 for performance.

These amounts reflect the grant date fair values of performance awards.

reported do not reflect compensation actually received.

(3) Discretionary stock

option grants made in 2022 by Legacy Cardio and subsequently exchanged for options under the Cardio Diagnostics Holdings, Inc.

Incentive Plan in connection with the Closing of the Business Combination.

All outstanding options became immediately vested at that time.

These amounts reflect the grant date fair values of performance awards based upon the Nasdaq closing stock price of $5.99 on the date

of the Closing of the Business Combination.

Warren Hosseinion,

Elisa Luqman,

Other Compensation includes Cardio’s contribution to the Company’s 401(k) account on behalf of the executive and health and

dental insurance coverage.

(2) Discretionary

stock option grants made in 2023 by the Compensation Committee.

The 2023 amounts reflect the grant date fair values of performance awards

based upon the Nasdaq closing stock price of $1.26 on the date of grant.

Discretionary stock option grants were made in 2022 by Legacy

Cardio and subsequently exchanged for options under the Cardio Diagnostics Holdings, Inc.

2022 Equity Incentive Plan in connection with

the Closing of the Business Combination.

All outstanding 2022 options became immediately vested at the Closing.

The 2022 amounts reflect

the grant date fair values of performance awards based upon the Nasdaq closing stock price of $5.99 on the date of the Closing of the

Business Combination.

The amounts reported do not reflect compensation actually received.

16 unchanged sentences

of those agreements is set forth below under the caption, “Agreements with Our Executive Officers and Non-Executive Chairman of

Annual Bonuses

not currently maintain an annual bonus program for our employees, including our named executive officers.

However, the employment agreements

and, in the case of Dr.

Hosseinion, his Non-Executive Chairman and Consulting Agreement, provide that our named executive officers are

eligible to receive an annual cash bonus based on the extent to which, in the discretion of the Board, each such person achieves

or exceeds specific and measurable individual and Company performance objectives.

The Board did not award any annual bonuses in 2023.

2022 Cash Performance Incentives

10 unchanged sentences

Table, which awards were pre-approved by the Mana Board of Directors.

Annual Bonuses

not currently maintain an annual bonus program for our employees, including our named executive officers.

However, the employment agreements

and, in the case of Dr.

Hosseinion, his Non-Executive Chairman and Consulting Agreement, provide that our named executive officers are

eligible to receive an annual cash bonus based on the extent to which, in the discretion of the Board, each such person achieves

or exceeds specific and measurable individual and Company performance objectives.

The Board did not award any annual bonuses in 2022.

Equity Compensation

5 unchanged sentences

Unvested stock options granted pursuant to the 2022 Legacy Plan were exchanged

into stock options in the Company under the Cardio Diagnostics Holdings, Inc.

2022 Equity Incentive Plan (the “2022 Plan”),

for stock options in the Company under the Cardio Diagnostics Holdings, Inc.

2022 Equity Incentive Plan (the “2022 Equity Plan”),

adopted by the Mana Board of Directors and approved by the Mana stockholders in connection with the Business Combination.

granted to the named executive officers that were exchanged in connection with the Business Combination are reflected in the column “Option

Awards” in the Summary Compensation Table.

The number of options granted to each named executive officer is the number of previously-granted

Legacy Cardio options, as adjusted for the merger exchange ratio.

The 2022 Plan, as adopted, provides for the

grant of up to 3,256,383 shares of Common Stock upon exercise of granted options, awards of restricted stock units, rewards of restricted

stock and other equity awards as may be determined by the Board of Directors.

In the discretion of the Board, the number of shares of

Common Stock available under the 2022 Plan may be increased as of January 1 of each year, without additional stockholder approval.

Awards” in the Summary Compensation Table for 2022.

The number of options granted to each named executive officer is the number

of previously-granted Legacy Cardio options, as adjusted for the merger exchange ratio.

2022 Equity Plan, as adopted, provides for the grant of up to 3,265,516 shares of Common Stock upon exercise of granted options,

awards of restricted stock units, rewards of restricted stock and other equity awards as may be determined by the Board of

In the discretion of the Board, the number of shares of Common Stock available under the 2022 Plan may be increased as of

January 1 of each year, without additional stockholder approval.

application of the Business Combination exchange ratio of 3.427259, the 511,843 Legacy Cardio stock options were exchanged for

stock options under the 2022 Plan at an exercise price of $3.90 per share.

All of the exchanged options vested and became immediately

exercisable upon the Closing of the Business Combination.

The Board did not increase the aggregate number of shares available under

the 2022 Plan on January 1, 2023.

In the future, we may grant cash and equity incentive awards to directors, employees (including our

named executive officers) and consultants in order to continue to attract, motivate and retain the talent for which we compete.

1,754,219 stock options under the 2022 Equity Plan at an exercise price of $3.90 per share.

All of the exchanged options vested and

became immediately exercisable upon the Closing of the Business Combination.

Board did not increase the aggregate number of shares available under the 2022 Equity Plan on January 1, 2023 but the 2022 Equity

Plan was increased by 1,071,425 shares as of January 1, 2024.

In the future, we may grant cash and equity incentive awards to

directors, employees (including our named executive officers) and consultants in order to continue to attract, motivate and retain

the talent for which we compete.

A total of 377,370 shares were available for

issuance under the 2022 Equity Plan at December 31, 2023.

At December 31, 2023, there were 2,584,599 options outstanding for the purchase

of Common Stock, all of which were vested and exercisable.

The following table sets forth information as

of December 31, 2023 regarding Common Stock that may be issued under the 2022 Equity Plan, which, as of the date of this report,

is the only equity compensation plan that has been adopted by our Board of Directors.

Plan Category

(A) Number of

Securities to be

options, warrants

share exercise

options, warrants

available for future

issuance under

equity compensation

plans (excluding

securities reflected in

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Includes 2,584,599 outstanding options to purchase shares of Common Stock under the 2022 Equity Plan.

1,759,599 outstanding options are exercisable at $3.90, and 825,000 outstanding options are exercisable at $1.26 subject to adjustment for stock splits, reverse stock splits and other similar events of recapitalization.

This amount includes the deduction of 303,547 shares in settlement of RSUs issued in 2023 to our independent directors.

This amount does not include any additional shares that may become available for future issuance under the 2022 Equity Plan pursuant to the automatic increase to the share reserve on January 1 of each of our calendar years through 2027 (each, an “Evergreen Date”) by the number of shares equal to the lesser of (i) 7% of the total number of shares of Common Stock outstanding on the December 31st immediately preceding the applicable Evergreen Date and (ii) such lesser number of shares of Common Stock as determined to be appropriate by the committee in its sole discretion.

Effective January 1, 2024, the 2022 Equity Plan increased by 1,071,425 shares pursuant to the evergreen provision of the plan.

to Note 10 to the consolidated financial statements included in this annual report for additional information relating to outstanding

Other Elements of Compensation

11 unchanged sentences

including our named executive officers, are eligible to participate in our health and welfare plans, including:

• medical, dental and vision benefits;

• medical and dependent care flexible spending accounts;

• life insurance and accidental death and dismemberment;

• medical, dental and

vision benefits;

• medical and dependent care

flexible spending accounts;

• life insurance and accidental

death and dismemberment;

We believe the benefits described above are

9 unchanged sentences

Option Awards

of Securities Underlying Unexercised Options (#)(1)

Incentive Plan Awards:

Number of Securities Underlying Unexercised Options (#)(1)

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Exercise Price ($)

Expiration Date

Option Exercise Price ($)

Option Expiration Date

Unexercisable

Meeshanthini V.

Warren Hosseinion

Agreements with Our Executive Officers and Non-Executive Chairman

In connection with preparations for the Business

Combination, Cardio executed employment agreements as of May 27, 2022 with each person

connection with preparations for the Business Combination, Cardio executed employment agreements as of May 27, 2022 with each person

expected to be named an executive officer of the combined entity.

Other than the agreement with Khullani Abdullahi, whose agreement was

effective as of May 19, 2022, the agreements became effective upon Closing of the Business Combination.

The principal terms of each of

agreements is as follows:

the agreement with Khullani Abdullahi, whose agreement was effective as of May 19, 2022, the agreements became effective upon Closing

of the Business Combination.

The principal terms of each of agreements is as follows:

Employment Agreement between Cardio and

1 unchanged sentence

Dogan (Chief Executive Officer)

Dogan’s five-year employment agreement

provides for (i) an annual base salary of $300,000, (ii) eligibility to receive an annual cash bonus based on the extent to which, in

the discretion of the Board, Dr.

Dogan’s five-year employment agreement provides for (i) an annual base salary of $300,000, (ii) eligibility to receive an annual

cash bonus based on the extent to which, in the discretion of the Board, Dr.

Dogan achieves or exceeds specific and

measurable individual and Company performance objectives, and (iii) eligibility to participate in any long-term incentive plan that is

made available to similarly positioned executives, employee benefit or group insurance plans maintained from time to time by Cardio.

incentive plan awards may include cash, or equity awards settled in shares of Company stock, including but not limited to stock options,

restricted stock and performance shares.

Dogan were to leave the Company as a "Good Leaver,” as defined in the employment

agreement, terms of any long-term incentive award will be deemed satisfied immediately prior to such termination and as such, all awards

and grants will be deemed fully vested.

measurable individual and Company performance objectives, and (iii) eligibility

to participate in any long-term incentive plan that is made available to similarly positioned executives, employee benefit or group insurance

plans maintained from time to time by Cardio.

Long-term incentive plan awards may include cash, or equity awards settled in shares of

Company stock, including but not limited to stock options, restricted stock and performance shares.

Dogan were to leave the Company

as a "Good Leaver,” as defined in the employment agreement, terms of any long-term incentive award will be deemed satisfied

immediately prior to such termination and as such, all awards and grants will be deemed fully vested.

In addition, Dr.

Dogan will be reimbursed for her reasonable and usual business expenses incurred

on behalf of the Company.

Dogan will be reimbursed

for her reasonable and usual business expenses incurred on behalf of the Company.

Severance benefits will be payable in the event Dr.

Dogan’s termination is either by the Company without

cause or by her with "good reason,” as defined in the agreement.

In such event and in addition to accrued salary benefits as

of the date of termination, the Company will pay Dr.

Dogan an amount equal to a (x) two times the sum of her most recent base salary and

target annual bonus and (y) an amount in cash equal to the Company’s premium amounts paid for her coverage under group medical,

dental and vision programs for a period of 24 months.

The agreement also contains customary confidentiality, non-solicitation, non-competition

and cooperation provisions.

The employment agreement will automatically renew for an additional year following the initial term and any

renewal term, unless either party provides 60-days’ written notice before the end of the then-current term.

The Company may terminate

Dogan’s employment without cause (as defined in the agreement) by providing 60 days’ advance written notice.

may terminate her employment for any reason.

Dogan’s termination is either by the Company without cause or by her with "good reason,” as defined in the agreement.

In such event and in addition to accrued salary benefits as of the date of termination, the Company will pay Dr.

Dogan an amount equal

to a (x) two times the sum of her most recent base salary and target annual bonus and (y) an amount in cash equal to the Company’s

premium amounts paid for her coverage under group medical, dental and vision programs for a period of 24 months.

The agreement also contains

customary confidentiality, non-solicitation, non-competition and cooperation provisions.

The employment agreement will automatically renew

for an additional year following the initial term and any renewal term, unless either party provides 60-days’ written notice before

the end of the then-current term.

The Company may terminate Dr.

Dogan’s employment without cause (as defined in the agreement) by

providing 60 days’ advance written notice.

Dogan may terminate her employment for any reason.

Non-Executive Chairman and Consulting Agreement

59 unchanged sentences

Director Compensation

2021 and 2022, Cardio did not compensate its directors for service as a director.

Cardio reimburses its non-employee directors for reasonable travel

and out-of-pocket expenses incurred in connection with attending board of director and committee meetings or undertaking other business

on behalf of Cardio.

The newly-constituted compensation committee

following the consummation of the Business Combination has not yet determined the type and level of compensation, if any, for those persons

serving as members of the Board of Directors.

The following individuals served as non-employee directors

of the Company for all or part of 2023 (other than Dr.

Hosseinion, who, as discussed above, is being treated as an NEO for purposes of

the compensation disclosure in this Annual Report):

Paul Burton, James Intrater, Stanley K.

Lau, Oded Levy and Brandon Sim.

The following

table sets forth information concerning the compensation for our non-employee directors for services rendered during the year ended December 31,

Additionally, we reimburse our non-employee directors for reasonable travel and other out-of-pocket expenses incurred in connection

with attending board of director and committee meetings or undertaking other business on behalf of Cardio.

Fees Earned or Paid

Stock Awards ($)

Compensation ($)

Paul Burton(1)

James Intrater

Brandon Sim(2)

Burton was elected to the Board at the December 18, 2023 Annual Meeting of Stockholders.

Sim did not stand for re-election at the 2023 Annual Meeting but did receive shares of Common Stock upon vesting and settlement of previously

awarded RSUs on December 31, 2023.

During 2023, Cardio compensated its non-employee,

independent directors for service as a director with Restricted Stock Units (“RSUs”) in the amount of $12,500 in RSU awards

The first such award was made on June 30, 2023 for $25,000 to compensate for two quarters of service.

Thereafter, on September

30, 2023 and December 31, 2023, each independent director received $12,500 in RSU awards.

RSUs vested and were settled on the date of

each respective grant.

The number of shares of Common Stock into which the RSUs were settled were based on the closing price of our Common

Stock on June 30, 2023, September 30, 2023 and December 31, 2023, respectively.

The compensation committee has determined that

the same type and level of compensation as 2023 be granted to those persons serving as non-employee directors in 2024.

On January 23,

2024, each currently-serving non-employee director was awarded $50,000 in RSUs, which RSUs will vest quarterly.

Subject to continued service

with the Company on each respective vesting date, the RSUs shall vest and be settled in shares of Common Stock based on the closing price

of our Common Stock on each respective vesting date:

(i) $12,500 in value on March 31, 2024;

(ii) $12,500 in value on June 30, 2024;

$12,500 in value on September 30, 2024;

and (iv) $12,500 in value on December 31, 2024.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth information regarding

the beneficial ownership of the Company’s Common Stock as of March 27, 2023 by:

following table

sets forth information regarding

the beneficial ownership of the Company’s Common Stock as of April 1, 2024 by:

each person known to the Company to be the beneficial owner of more than 5% of the Company’s Common Stock;

each person who is a “named executive officer” or a director of the Company

each person who is a “named executive officer” or a director of the Company and

all of the Company’s executive officers and directors as a group.

9 unchanged sentences

of computing the percentage ownership of any other person.

Subject to the paragraph above, percentage

ownership of outstanding shares is based on 9,614,743 shares of the Company’s Common Stock outstanding as of March 27, 2023.

Subject to the paragraph above, percentage ownership

of outstanding shares is based on 21,591,119 shares of the Company’s Common Stock outstanding as of April 1, 2024.

Name and Address of Beneficial Owner(1)

1 unchanged sentence

Directors, Executive Officers and Greater than 5% Holders

YA II PN, Ltd.(2)

Meeshanthini V.

Robert Philibert(3)

BD Holding, Inc.(5)

Warren Hosseinion(4)

1 unchanged sentence

James Intrater

Timur Dogan(6)

Khullani Abdullahi(7)

All Executive Officers and Directors as a Group (10 individuals)

* Less than 1%.

(1) Unless otherwise noted, the address for the persons in the table is 400 N.

Aberdeen St., Suite 900, Chicago IL 60642.

(2) Includes 9,090,910 shares potentially issuable upon conversion of the First

YA Convertible Debenture but does not include additional shares that will be issuable upon conversion of the Second YA Convertible Debenture,

which has not yet been issued as of the date of the table.

The Second Convertible Debenture in the amount of $6.2 million is issuable

upon the satisfaction of certain conditions, including, without limitation, the effectiveness of a registration statement covering the

resale of the shares issuable upon conversion of the YA Convertible Debentures.

The number of shares of Common Stock that may actually

be acquired by YA II PN, Ltd.

(the “Yorkville Investor”) pursuant to the YA Convertible Debentures is not currently known.

Any conversion of the YA Convertible Debentures into shares of Common Stock is limited by the terms of the YA Convertible Debentures to

such number of shares of Common Stock that would not result in the Yorkville Investor, together with shares held by the Yorkville Investor

and its affiliates, beneficially owning (as determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended)

in excess of 4.99% of the number of shares of Common Stock.

Upon issuance of $11.2 million in principal amount of YA Convertible Debentures,

and assuming receipt of required stockholder approval, the Yorkville Investor could potentially be issued up to 20,363,637 shares of Common

Stock, which is calculated based on 100% of the principal conversions being effected at $0.55 per share, subject to adjustment (the “Floor

The share total in the above table assumes conversion of the First YA Convertible Debenture at the Floor Price.

conversion prices will depend on the trading price of our Common Stock on or about the date of conversion, which conversions may be effected

from time to time, once this Annual Report on Form 10-K is filed.

Until receipt of stockholder approval required by Nasdaq Marketplace

Rules 5635(b) and (d), the Yorkville Investor may not be issued more than 1,921,987 shares.

The Yorkville Investor is a fund managed by Yorkville Advisors Global, LP (“Yorkville LP”).

Yorkville Advisors Global II, LLC (“Yorkville LLC”) is the General Partner of Yorkville LP.

All investment decisions for the

Yorkville Investor are made by Yorkville LLC’s President and Managing Member, Mark Angelo.

The business address of the Yorkville

Investor is 1012 Springfield Avenue, Mountainside, NJ 07092.

(3) Includes 110,094 shares of common stock and 40,589 shares issuable upon exercise of currently-exercisable options owned directly by

Dogan’s spouse, Timur Dogan, who is an executive officer.

Also includes 685,452 shares of Common Stock issuable upon exercise

Dogan’s options that are currently exercisable.

Dogan may be deemed to be the indirect beneficial owner of the securities

owned by her husband;

however, she disclaims beneficial ownership of the shares held indirectly, except to the extent of her pecuniary

Unless otherwise noted, the address for the persons in the table is 311 West Superior Street, Suite 444, Chicago IL 60654.

Meeshanthini Dogan and Timur Dogan are married.

The beneficial ownership of Meeshanthini Dogan reflected in the table includes the shares and options of Timur Dogan.

Meeshanthini Dogan’s direct ownership is 1,586,464 shares of common stock and 1,433,958 shares issuable upon exercise of options.

Dogan may be deemed to be the indirect beneficial owner of the securities owned by her husband;

however, she disclaims beneficial ownership of the shares held indirectly, except to the extent of her pecuniary interest.

Shares of common stock reflected in the table as beneficially owned by Dr.

Philibert include:

(i) 7,601 shares of Common Stock owned

Philibert’s wife, as to which he may be deemed to be the beneficial owner but as to which he disclaims beneficial ownership

except to the extent of his pecuniary interest therein;

(ii)(a) 1,586,464 shares of Common Stock owned by BD Holding, Inc.

(see Note (5)

below), and (b) 14,126 shares of Common Stock owned by Behavioral Diagnostics, Inc., a corporation controlled by Dr.

Philibert and in

which he serves as chief executive officer.

Philibert disclaims beneficial ownership of all such indirectly-owned shares except to

the extent of his pecuniary interest in such corporations.

Also includes 514,089 shares of Common Stock issuable upon exercise of options

that are currently exercisable.

(5) BD Holding, Inc.

is an S Corporation owned by Robert Philibert and his wife, Ingrid Philibert.

Robert Philibert is the sole officer

and director and has voting and dispositive control over the securities of BD Holding, Inc.

The address for BD Holding, Inc.

is 15 Prospect

Place, Iowa City, IA 52246.

(6) Includes 342,726 shares of the Common Stock issuable upon exercise of options that are currently

(7) Includes 171,363 shares

of common stock issuable upon exercise of options that are currently exercisable.

(8) Includes 1,754,219 shares of common stock issuable upon

Philibert are held of record by BD Holdings, Inc., whose address is 2500 Crosspark Road, Suite W245, Coralville, IA 52241.

is a corporation owned and controlled by Dr.

Philibert disclaims beneficial ownership of all such indirectly-owned

shares except to the extent of his pecuniary interest in such corporations.

Also includes 805,465 shares of Common Stock issuable upon

exercise of options that are currently exercisable.

Includes 502,195 shares of common stock issuable upon exercise of options.

Includes 264,832 shares of common stock issuable upon exercise of options.

Timur Dogan and Meeshanthini Dogan are married.

The beneficial ownership of Timur Dogan reflected in the table includes the shares and options of Meeshanthini Dogan.

Timur Dogan’s direct ownership is 128,345 shares of common stock and 435,467 shares issuable upon exercise of options.

Dogan may be deemed to be the indirect beneficial owner of the securities owned by his wife;

however, he disclaims beneficial ownership of the shares held indirectly, except to the extent of his pecuniary interest.

Includes 304,128 shares of

common stock issuable upon exercise of options.

Certain Relationships, and Related Transactions and Director Independence

The following includes a summary of transactions

since January 1, 2021 to which we have been a party in which the amount involved exceeded or will exceed the lesser of $120,000 or 1%

of the average of our total assets at year end for the last two completed fiscal years, and in which any of our directors, executive officers

or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing

persons had or will have a direct or indirect material interest, other than transactions that are described under the section “Executive

and Director Compensation.” We also describe below certain other transactions with our directors ,

executive officers and stockholders.

part of an earlier friends and family round of financing by Cardio, Robert Philibert, Co-Founder, Chief Medical Officer and

Director of the Company, personally invested $25,000 as part of the Cardio’s early friends and family round.

In addition, Dr.

spouse and other family members invested $150,000.

Finally, Behavioral Diagnostics, LLC, an affiliate of Dr.

Philibert, invested $46,471

via the SAFE instrument in this earlier round.

These SAFEs were converted to common stock effective as of April 6, 2022.

Certain research and development laboratory

runs were performed on a fee-for-service basis at Dr.

Philibert’s academic laboratory at the University of Iowa.

Cardio paid $31,468

and $1,500 to the lab in 2021 and 2020.

There have been no transactions since January

1, 2023 to which we have been a party in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average

of our total assets at year end for the last two completed fiscal years, and in which any of our directors, executive officers or, to

our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons

had or will have a direct or indirect material interest, other than transactions that are described under the section “Executive

and Director Compensation.”

Cardio has an exclusive, worldwide patent license

of the Core Technology from the University of Iowa Research Foundation (UIRF).

Under UIRF’s Inventions Policy inventors

are generally entitled to 25% of income from earnings from their inventions.

Consequently, Meeshanthini Dogan and Robert Philibert will

benefit from this policy.

Under UIRF’s Inventions Policy inventors are generally

entitled to 25% of income from earnings from their inventions.

Consequently, Meeshanthini Dogan and Robert Philibert will benefit from

Timur Dogan, spouse of Meeshanthini (Meesha)

1 unchanged sentence

In 2021, he was paid $37,500 in salary and an additional $4,765 in benefits.

In May 2022, Legacy Cardio granted 511,843 stock

options to its executive officers and directors.

These options were exchanged for an aggregate of 1,754,219 options under the 2022 Equity

Incentive Plan, The Options fully vested and became fully exercisable upon Closing of the Business Combination and have an exercise price

of $3.90 per share (as adjusted for the Exchange Ratio) with an expiration

May 2022, Legacy Cardio granted 511,843 stock options to its executive officers and directors.

These options were exchanged for an aggregate

of 1,754,219 options under the 2022 Equity Incentive Plan, The Options fully vested and became fully exercisable upon Closing of the Business

Combination and have an exercise price of $3.90 per share (as adjusted for the Exchange Ratio) with an expiration

date of May 6, 2032.

4 unchanged sentences

and Non-Disclosure Agreement.

An integral part of the Invention and Non-Disclosure Agreement is

the disclosure by the employee of any discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments,

software and works of authorship (“developments”) that were created, made, conceived or reduced to practice by the employee

prior to his or her employment by Cardio and that are not assigned to the Company.

Philibert’s agreement lists certain developments

that are epigenetic methods unrelated to the current mission of Cardio and that were developed separate and apart from Cardio.

no assurance that as the Company broadens the scope of its products and services that one or more of Dr.

Philibert’s developments

could be relevant.

Under the agreement, all rights to the developments listed by Dr.

Philibert are his sole property and their use, if

desired by the Company, would be in the sole discretion of Dr.

Philibert, who is under no obligation to license or otherwise grant permission

to the Company to use them.

An integral part of the Invention and Non-Disclosure Agreement

is the disclosure by the employee of any discoveries, ideas, inventions,

improvements, enhancements, processes, methods, techniques, developments, software and works of authorship (“developments”)

that were created, made, conceived or reduced to practice by the employee prior to his or her employment by Cardio and that are not assigned

to the Company.

Philibert’s agreement lists certain developments that are epigenetic methods unrelated to the current mission

of Cardio and that were developed separate and apart from Cardio.

There is no assurance that as the Company broadens the scope of its

products and services that one or more of Dr.

Philibert’s developments could be relevant.

Under the agreement, all rights to the

developments listed by Dr.

Philibert are his sole property and their use, if desired by the Company, would be in the sole discretion of

Philibert, who is under no obligation to license or otherwise grant permission to the Company to use them.

Related Party Policy

The audit committee of the board of directors

had adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.”

The policy provides that a “related party transaction” is defined in the policy as any consummated or proposed transaction

or series of transactions:

audit committee of the board of directors had adopted a policy setting forth the policies and procedures for its review and approval or

ratification of “related party transactions.” The policy provides that a “related party transaction” is defined

in the policy as any consummated or proposed transaction or series of transactions:

(i) in which the Company was or is to be a participant;

(ii) the amount of which exceeds (or is reasonably

expected to exceed) the lesser of $120,000 or 1% of the average of the Company’s total assets at year-end for the

prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss);

which a “related party” had, has or will have a direct or indirect material interest.

“Related parties” under

this policy included:

(ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the Company’s

total assets at year-end for the prior two completed fiscal years in the aggregate over the duration of the transaction

(without regard to profit or loss);

and (iii) in which a “related party” had, has or will have a direct or indirect material

“Related parties” under this policy included:

(i) Cardio’s directors, nominees for

51 unchanged sentences

of the audit).

Exhibits, Financial Statement Schedules.

Exhibits and Financial Statement Schedules

Financial Statements

7 unchanged sentences

part of this Annual Report on Form 10-K or are incorporated herein by reference:

Incorporation by Reference

Exhibit Number

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)

Incorporation

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

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

Second Amended and Restated Certificate of Incorporation of Cardio Diagnostics Holdings, Inc., dated October 25, 2022

Third Amended and Restated Certificate of Incorporation of Cardio Diagnostics Holdings, Inc., dated May 30, 2023

Specimen Stock Certificate

1 unchanged sentence

Warrant Agreement, dated November 22, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent

Convertible Debenture, dated March 8, 2023

Form of Private Placement Warrant

Description of Securities

Form of Non-Competition and Non-Solicitation Agreement

Form of Lock-up Agreement

Form of Board of Directors Agreement, dated June 19, 2023

Registration Rights Agreement, dated November 22, 2021, by and among the Company, the Sponsor and other holders party thereto

Cardio Diagnostics Holdings, Inc.

2022 Equity Incentive Plan

2022 Equity Incentive Plan and related forms of agreements

Form of Indemnification Agreement

14 unchanged sentences

and the University of Iowa Research Foundation dated September 2, 2022

Letter Agreement, dated November 22, 2021, by and among the Company, its former independent directors and the Sponsor

Agreement, dated November 22, 2021 by and between the Company and its former chief executive officer

Securities Purchase Agreement, dated March 8, 2023, by and between the registrant and YA II PN, Ltd.

Registration Rights Agreement, dated March 8, 2023, by and between the registrant and YA II PN, Ltd.

Lease Agreement, dated July 20, 2023, between the Registrant and 246 Group LC dba North Point Crossing

Office Building Lease Agreement, dated June 15, 2023, between the Registrant and 311 W.

Superior, L.L.C.

Engagement Letter, dated as of May 13, 2022, between Mana Capital Acquisition Corp.

2 unchanged sentences

1 to Engagement Letter, dated November 14, 2022, between the Registrant and The Benchmark Company, LLC

At the Market Offering

Agreement, dated January 26, 2024, between Cardio Diagnostics Holdings, Inc.

and Craig-Hallum Capital Group, LLC

List of Subsidiaries

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Cardio Diagnostics Holdings, Inc.

“Clawback” Policy

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)

7 unchanged sentences

Indicates a management contract or compensatory plan, contract or arrangement.

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.

1 unchanged sentence

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 Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Furnished herewith.

Pursuant to Rule 406T

of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement

or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those

Form 10-K Summary

3 unchanged sentences

Cardio Diagnostics Holdings, Inc.

March 31, 2023

April 1, 2024

/s/ Meeshanthini V .

16 unchanged sentences

Title and Capacity

Meeshanthini V.

Chief Executive Officer

March 31, 2023

/s/ Meeshanthini V.

Chief Executive Officer and Director

Meeshanthini V.

/s/ Elisa Luqman

Chief Financial Officer and Principal Accounting Officer

March 31, 2023

April 1, 2024

/s/ Warren Hosseinion

Director (Chairman of the Board)

March 31, 2023

April 1, 2024

Warren Hosseinion, MD

/s/ James Intrater

March 31, 2023

April 1, 2024

James Intrater

/s/ Stanley K.

March 31, 2023

April 1, 2024

/s/ Oded Levy

March 31, 2023

April 1, 2024

/s/ Robert Philibert

March 31, 2023

Robert Philibert

/s/ Brandon Sim

March 31, 2023

April 1, 2024

Robert Philibert, MD

/s/ Paul Burton

April 1, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures