UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 15, 2022
Date of Report (Date of earliest event reported)
MANA CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41097 | 87-0925574 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 8 The Green, Suite 12490, Dover, Delaware | 19901 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (302) 281-2147
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ý | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.00001 | MAAQ | The Nasdaq Stock Market LLC | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 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) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Mana Capital Acquisition Corp. | ||
| Dated: September 15, 2022 | By: | /s/ Jonathan Intrater |
| Name: | Jonathan Intrater | |
| Title: | Chief Executive Officer | |
Exhibit 2.1
FIRST
AMENDMENT TO
MERGER AGREEMENT AND PLAN OF REORGANIZATION
This FIRST AMENDMENT TO MERGER AGREEMENT AND PLAN OF REORGANIZATION (the “Amendment”) is made and entered into as of September 15, 2022 by and among Cardio Diagnostics, Inc., a Delaware corporation (the “Company” or “Cardio”), Meeshanthini (Meesha) Dogan, as representative of the shareholders of the Company (the “Shareholders’ Representative”), Mana Capital Acquisition Corp., a Delaware corporation (“Parent” or “Mana”), and Mana Merger Sub Inc., a Delaware corporation (“Merger Sub”).
A.The Company, Parent, Shareholders’ Representative and Merger Sub have previously entered into that certain Merger Agreement and Plan of Reorganization dated as of May 27, 2022 (the “Merger Agreement”).
B.Section 12.2 of the Merger Agreement provides that the Merger Agreement cannot be amended, except by a writing signed by each party thereto.
C.The parties hereto desire to amend the Merger Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements, representations, warranties, provisions and covenants herein contained, the parties hereto, each intending to be bound hereby, agree as follows:
1.Definitions.
(a)Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Merger Agreement.
(b)The definition of “Company Equity Rights” set forth in Section 1.1 of the Merger Agreement is hereby amended and restated in its entirety as follows:
“Company Equity Rights” means all rights to acquire the Equity Right Shares (as defined herein).
(c)The definition of “Escrow Participant(s)” set forth in Section 1.1 of the Merger Agreement is hereby amended and restated in its entirety as follows:
“Escrow Participant(s)” means each of the Persons who are members of the Stockholder Earnout Group.
(d)The definition of “Exchange Ratio” set forth in Section 1.1 of the Merger Agreement is hereby amended and restated in its entirety as follows:
“Exchange Ratio” means the quotient of (a) the Aggregate Closing Merger Consideration less the Equity Right Shares, divided by (b) the Company Fully Diluted Capital Stock.
2.Section 3.1(a). Section 3.1(a) of the Merger Agreement is hereby amended and restated in its entirety as follows:
(a)each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (including shares of Company Capital Stock resulting from the conversion or exercise of Company Warrants and Company Options prior to the Effective Time, but excluding Equity Right Shares) shall be canceled and converted into (i) the right to receive a number of shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Merger Consideration”) and (ii) the contingent right to receive a portion of the Stockholder Earnout Shares, calculated on a Pro Rata Basis together with all other shares of Company Capital Stock held by the holder of such share as of immediately prior to the Effective Time, if, as and when payable in accordance with the provisions of Section 3.7;
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3.Section 3.1(f). Section 3.1(f) of the Merger Agreement is hereby amended and restated in its entirety as follows:
(f)each Company Equity Right that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be converted into a right to acquire a number of shares of Parent Common Stock equal to one percent (1%) of the Aggregate Closing Merger Consideration (the “Equity Right Shares”). At or prior to the Effective Time, the parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Equity Right pursuant to this subsection.
4.Section 3.6(a) and 3.6(b). Section 3.6(a) and 3.6(b) of the Merger Agreement are hereby amended and restated in its entirety as follows:
(a)A statement (the “Closing Date Statement”), signed and certified by the Chief Financial Officer of the Company on its behalf, which sets forth a good faith estimate (with reasonable supporting detail) of (i) the Company Closing Cash, (ii) Company Closing Debt, (iii) Company Closing Net Debt, (iv) the Aggregate Exercise Price and (v) the Company Fully Diluted Capital Stock. In addition, the Closing Date Statement shall also include (i) the Company’s calculation of the Per Share Merger Consideration and the number of Equity Right Shares based on the foregoing estimates (and the other components contemplated by Section 3.1 in the calculation of the Per Share Merger Consideration), (ii) a copy of the Company’s good faith estimated unaudited consolidated balance sheet of the Company as of immediately prior to the Closing upon which such calculations are based, and (iii) wire transfer or other applicable delivery instructions for payment of each item of Company Transaction Expenses to be paid at Closing. Each of the components required to be set forth on the Closing Date Statement shall be calculated in accordance with the definitions set forth in this Agreement.
(b)A statement (the “Merger Consideration Schedule”), signed and certified by the Chief Financial Officer of the Company in his or her capacity as such, which sets forth: (i) the Aggregate Closing Merger Consideration, the Aggregate Closing Merger Consideration Value, the Per Share Merger Consideration and the number of Equity Right Shares; (ii) a detailed capitalization schedule of the Company, setting forth all Company Capital Stock; (iii) the portion of the Aggregate Closing Merger Consideration payable in respect of each share of Company Common Stock; (iv) the holder to whom the Equity Right Shares are issuable; and (v) for each holder of Company Common Stock: (A) the number of shares of Company Common Stock held by such Person (including the respective Certificate number of any certificated Company Common Stock held by such Person), (B) the portion of the Aggregate Closing Merger Consideration required to be paid under the Company Certificate of Incorporation to each holder of Company Common Stock in respect of such holder’s Company Common Stock, and (C) such holder’s aggregate Per Share Merger Consideration. The calculations set forth in the Merger Consideration Schedule shall be prepared in accordance with the Company Certificate of Incorporation and the requirements of the DGCL. Parent shall be entitled to rely (without any duty of inquiry) upon the Merger Consideration Schedule, and a Letter of Transmittal shall be required to be delivered by each holder of Company Common Stock as a condition to receipt of any Merger Consideration and shall include a waiver of, among other things, any and all claims (i) that the Merger Consideration Schedule did not accurately reflect the terms of the Company Certificate of Incorporation, and (ii) in connection with the issuance of any Company Common Stock (including any rights to indemnities from the Company or any of its Affiliates pursuant to any Contract entered into by such Stockholder in connection with such issuance). Any amounts delivered by Parent to an applicable holder of Company Common Stock in accordance with the foregoing shall be deemed for all purposes to have been delivered to the applicable holder in full satisfaction of the obligations of Parent under this Agreement and Parent shall not be responsible or liable for the calculations or the determinations regarding such calculations set forth therein.
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5.Section 3.7(a). Section 3.7(a) of the Merger Agreement is hereby amended and restated in its entirety as follows:
(a)Delivery of Stockholder Earnout Shares. After the Closing, subject to the terms and conditions set forth herein, (i) Stockholders who have received, or are entitled to receive, any Per Share Merger Consideration and (ii) holders of Equity Right Shares (collectively, the “Stockholder Earnout Group”) shall have the contingent right to receive additional shares of Parent Common Stock based on the performance of Parent if the requirements as set forth in this Section 3.7 are achieved. At the Closing and immediately prior to the Effective Time, Parent shall deliver to the Exchange Fund 1,000,000 shares of Parent Common Stock, as such shares may be adjusted for any stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination (the “Stockholder Earnout Shares”). The Stockholder Earnout Shares shall be allocated on a Pro Rata Basis among the members of the Stockholder Earnout Group in accordance with this Section 3.7.
6.Section 3.7(f). Section 3.7(f) of the Merger Agreement is hereby amended and restated in its entirety as follows:
(f)As used in this Section 3.7, the term “Pro Rata Basis” shall mean, with respect to any member of the Stockholder Earnout Group, in accordance with the ratio calculated by dividing (x) the sum of the aggregate Per Share Merger Consideration plus the Equity Right Shares issued or issuable to such Persons by (y) the sum of the aggregate Per Share Merger Consideration plus the Equity Right Shares issued or issuable to the Stockholder Earnout Group, in each case as of immediately following the Closing as determined in accordance with the provisions of this Article III.
7.Section 8.7. Section 8.7 of the Merger Agreement is hereby amended and restated in its entirety as follows:
8.7 Employee Benefits Matters. The Company shall prepare and present to the Parent’s board of directors, a long-term incentive plan for service providers to Parent and its subsidiaries that initially reserves 3,265,516 shares of Parent Common Stock with effect immediately following Closing (the “Equity Incentive Plan”). The Equity Incentive Plan shall be subject to reasonable review and comment by Parent, and thereafter adopted by Parent’s board of directors prior to the Closing.
8.Miscellaneous.
8.1Effect of Amendment. Except as expressly amended by this Amendment, all of the terms of the Merger Agreement shall remain unchanged and in full force and effect. This Amendment shall form a part of the Merger Agreement for all purposes, and each party thereto and hereto shall be bound hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto. The provisions of Article XII of the Merger Agreement are incorporated in this Amendment by this reference, mutatis mutandis. Counterparts of this Amendment may be executed and delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
8.2References. Each reference to “this Agreement,” “hereof,” “herein,” “hereunder,” “hereby” and each other similar reference contained in the Merger Agreement shall, effective from the date of this Amendment, refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Merger Agreement and references in the Merger Agreement, as amended hereby, to “the date hereof,” “the date of this Agreement” and other similar references shall in all instances continue to refer to May 27, 2022 and references to the date of this Amendment and “as of the date of this Amendment” shall refer to date of this Amendment as set forth at the top of page 1 of this Amendment.
[Signatures appear on the following page.]
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IN WITNESS WHEREOF, this Amendment has been executed as of the date first above written
| Parent:
MANA CAPITAL ACQUISITION CORP. |
||
| By: | /s/ Jonathan Intrater | |
Name: Title:
|
Jonathan
Intrater Chief Executive Officer |
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| Merger Sub:
MANA MERGER SUB INC. |
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| By: | /s/ Jonathan Intrater | |
Name: Title:
|
Jonathan
Intrater Chief Executive Officer |
|
| Company:
CARDIO DIAGNOSTICS, INC. |
||
| By: | /s/ Meeshanthini (Meesha) Dogan | |
Name: Title:
|
Meeshanthini (Meesha) Dogan Chief Executive Officer |
|
| Shareholder Representative:
|
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| By: | /s/ Meeshanthini (Meesha) Dogan | |
Name:
|
Meeshanthini (Meesha) Dogan |
|
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