Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on May 27, 2022, Mana Capital Acquisition Corp., a
special purpose acquisition company incorporated under the laws of the state of
Delaware ("Mana Capital") entered into a Merger Agreement and Plan of
Reorganization (the "Merger Agreement") with Cardio Diagnostics, Inc.
("Cardio"), a Delaware corporation, Mana Merger Sub Inc., a wholly owned
subsidiary of Mana Capital ("Merger Sub"), and Meeshanthini (Meesha) Dogan, in
her capacity as the representative of the Cardio shareholders. Pursuant to the
terms of the Merger Agreement, and subject to the satisfaction or waiver of
certain conditions set forth therein, (i) Merger Sub will merge with and into
Cardio, with Cardio surviving the merger in accordance with the Delaware General
Corporation Law as a wholly-owned subsidiary of Mana Capital; and (ii) Mana
Capital will change its name to Cardio Diagnostics Holdings Inc. (the
transactions contemplated by the Merger Agreement and the related ancillary
agreements, the "Business Combination").
On September 15, 2022, the parties to the Merger Agreement entered into that
certain First Amendment to the Merger Agreement and Plan of Reorganization (the
"Amendment"), which amends the Merger Agreement to, among other things, (i)
reflect the parties' agreement to increase the number of shares to be reserved
under the Cardio Diagnostics Holdings, Inc. 2022 Incentive Plan to 3,265,516
shares and (ii) provide that upon closing of the Business Combination, the
University of Iowa Research Foundation ("UIRF") will be issued such number of
shares of common stock of Mana Capital as is equal to 1% of the aggregate merger
consideration issuable to the stockholders of Cardio in lieu of UIRF retaining
its equity rights in Cardio under the license agreement between Cardio and UIRF.
Other than as expressly modified by the Amendment, the Merger Agreement remains
in full force and effect. The foregoing description of the Amendment does not
purport to be complete and is subject to, and qualified in its entirety by
reference to, the full text of the Amendment, which is attached as Exhibit 2.1
hereto and incorporated herein by reference.
Important Information and Where To Find It
In connection with the proposed Business Combination, Mana Capital has filed a
registration statement on Form S-4 containing proxy materials in the form of a
proxy statement with the SEC. The Form S-4 includes a proxy statement to be
distributed to holders of Mana Capital's common stock in connection with Mana
Capital's solicitation of proxies for the vote by Mana Capital's stockholders
with respect to the proposed Business Combination and other matters as described
in the Form S-4, as well as the prospectus relating to the offer of securities
to be issued to Cardio's stockholders in connection with the proposed Business
Combination. After the Form S-4 has been declared effective, Mana Capital will
mail a definitive proxy statement, when available, to its stockholders.
Investors and security holders and other interested parties are urged to read
the Form S-4, any amendments thereto and any other documents filed with the SEC
carefully and in their entirety when they become available because they will
contain important information about Mana Capital, Cardio and the proposed
Business Combination. Additionally, Mana Capital will file other relevant
materials with the SEC in connection with the Business Combination. Copies may
be obtained free of charge at the SEC's web site at www.sec.gov. Securityholders
of Mana Capital are urged to read the Form S-4 and the other relevant materials
when they become available before making any voting decision with respect to the
proposed Business Combination because they will contain important information
about the Business Combination and the parties to the Business Combination.
Participants in the Solicitation
Mana Capital and Cardio and their respective directors and executive officers
may be considered participants in the solicitation of proxies with respect to
the proposed Business Combination under the rules of the SEC. Security holders
may obtain more detailed information regarding the names, affiliations, and
interests of certain of Mana Capital's executive officers and directors in the
solicitation by reading Mana Capital's Form S-4 and other relevant materials
filed with the SEC in connection with the Business Combination when they become
available. Information about the directors and executive officers of Mana
Capital is set forth in Mana Capital's annual report for the year ended December
31, 2021 on Form 10-K (the "Form 10-K"), which was filed with the SEC on March
31, 2022. Information regarding the persons who may, under the rules of the SEC,
be deemed participants in the solicitation of the stockholders in connection
with the proposed Business Combination is set forth in the Form S-4. These
documents can be obtained free of charge at www.sec.gov.
Cardio and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of Mana
Capital in connection with the proposed Business Combination. A list of the
names of such directors and executive officers and information regarding their
interests in the proposed Business Combination is included in the Form S-4 filed
in connection with the proposed Business Combination.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the proposed Business Combination and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of Mana Capital or Cardio, nor
shall there be any sale of any such securities in any state or jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No
offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Mana Capital and Cardio's actual results may differ from
their expectations, estimates and projections and consequently, you should not
rely on these forward-looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, Mana Capital's and Cardio's expectations with respect to future
performance and anticipated financial impacts of the Business Combination, the
satisfaction of the closing conditions to the Business Combination and the
timing of the completion of the Business Combination. These forward-looking
statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results. Most of these
factors are outside Mana Capital's and Cardio's control and are difficult to
predict. All forward-looking statements are based upon estimates, forecasts and
assumptions that, while considered reasonable by Mana Capital and its
management, and Cardio and its management, as the case may be, are inherently
uncertain and many factors may cause the actual results to differ materially
from current expectations which include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement or could otherwise cause the Business
Combination to fail to close; (2) the outcome of any legal proceedings that may
be instituted against Mana Capital or Cardio following the announcement of the
Merger Agreement and the Business Combination; (3) the inability to complete the
Business Combination, including due to failure to obtain approval of the
stockholders of Mana Capital or other conditions to closing in the Merger
Agreement; (4) the receipt of an unsolicited offer from another party for an
alternative business transaction that could interfere with the Business
Combination; (5) the inability to obtain the listing of the common stock of the
post-acquisition company on the Nasdaq Stock Market or any alternative national
securities exchange following the Business Combination; (6) the risk that the
announcement and consummation of the Business Combination disrupts current plans
and operations; (7) the ability to recognize the anticipated benefits of the
Business Combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably and
retain its key employees; (8) costs related to the Business Combination; (9)
changes to the proposed structure of the Business Combination that may be
required or appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the Business Combination; (10) the
ability of Cardio to successfully increase market penetration into its target
markets; (11) the addressable markets that Cardio intends to target do not grow
as expected; (12) the inability to protect Cardio's intellectual property; (13)
Cardio's projected financial results and meeting or satisfying the underlying
assumptions with respect thereto; (14) the risk that the Business Combination
may not be completed in a timely manner or at all, which may adversely affect
the price of Mana Capital's securities; (15) changes in applicable laws or
regulations; (16) the possibility that Cardio may be adversely affected by other
economic, business, and/or competitive factors; (17) the impact of COVID-19 on
the combined company's business; and (18) other risks and uncertainties set
forth in the sections entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in Mana Capital's Form S-1 (File No. 333-260360),
Annual Report on Form 10-K for the year ended December 31, 2021, Quarterly
Report on Form 10-Q for the quarter ended June 30, 2022 and registration
statement on Form S-4 with the SEC (File No. 333-265308), as amended, which is
subject to change and will include a document that serves as a prospectus and
proxy statement of Mana Capital, and other reports and documents filed by Mana
Capital from time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking statements. Mana
Capital cautions that the foregoing list of factors is not exclusive. Nothing in
this Current Report on Form 8-K should be regarded as a representation by any
person that the forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward looking statements will be
achieved. You should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Mana Capital does not undertake
or accept any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change in its
expectations or any change in events, conditions or circumstances on which any
such statement is based, except as otherwise required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is attached to this Current Report on Form 8-K:
Exhibit No. Exhibit Title or Description
2.1 First Amendment to the Merger Agreement and Plan of Reorganization
dated September 15, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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