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 21, 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 7.01. | Regulation FD Disclosure. |
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”) 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 (“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 21, 2022, Cardio announced by press release that the U.S. Patent and Trademark Office has issued to the University of Iowa Research Foundation (“UIRF”) a patent which is exclusively licensed to Cardio, and that was co-invented by Cardio founders, Meesha Dogan, Ph.D., and Robert Philibert, MD Ph.D., the Chief Executive Officer and Chief Medical Officer of the Company, respectively. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information set forth in this Item 7.01 (including the press release filed as Exhibit 99.1) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
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.
This Current Report on Form 8-K and the presentation material furnished herewith include “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 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 | |
| 99.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| ** | Furnished but not filed. |
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 21, 2022 | By: | /s/ Jonathan Intrater |
| Name: | Jonathan Intrater | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Cardio Diagnostics Announces Issuance of U.S. Patent for
Compositions and Methods for Detecting Predisposition to Cardiovascular Disease
CHICAGO, Ill – Cardio Diagnostics, Inc. ("Cardio Diagnostics" or the "Company"), a pioneering precision cardiovascular testing company, today announced that the U.S. Patent and Trademark Office has issued to the University of Iowa Research Foundation (“UIRF”) U.S. Patent No. 11,414,704 titled COMPOSITIONS AND METHODS FOR DETECTING PREDISPOSITION TO CARDIOVASCULAR DISEASE, which is exclusively licensed to the Company from UIRF, and that was co-invented by Cardio Diagnostics founders, Meesha Dogan, Ph.D., and Robert Philibert, MD Ph.D., the Chief Executive Officer and Chief Medical Officer of the Company, respectively.
Cardiovascular disease (“CVD”) is the leading cause of death in the United States, accounting for 1 in 4 deaths. Within CVD, coronary heart disease (“CHD”) is the most common type of CVD and the primary driver of heart attacks. Despite being largely preventable, the American Heart Association projects that by 2035, nearly 45% of Americans will have some form of CVD.
“Drs. Dogan and Philibert exemplify the excellence in innovation at the heart of the University of Iowa’s research,” said Marie Kerbeshian, executive director of the UIRF. “By tackling cardiovascular disease, among the deepest of challenges affecting our healthcare system, Cardio Diagnostics and the researchers from the University of Iowa will transform the cardiovascular disease care continuum.”
Epi+Gen CHD™, Cardio Diagnostics' first test and flagship product, utilizes this and other patented and proprietary technologies. Introduced in 2021, it is a three-year symptomatic CHD risk assessment test, targeting CHD events, including heart attacks. Epi+Gen CHD™ is a scientifically backed clinical test that is based on an individual’s objective genetic and epigenetic DNA biomarkers. The Company believes Epi+Gen CHD™ is the first clinical test for CHD primary prevention that provides personalized insights based on these two types of DNA biomarkers unique to every individual.
"We believe that the issuance of this patent further strengthens Cardio Diagnostics' position as a category maker in the use of epigenetic-genetic technologies to address the rising incidence of cardiovascular disease," stated Meesha Dogan, CEO, and co-founder of Cardio Diagnostics.
About Cardio Diagnostics, Inc.:
Cardio Diagnostics is a biotechnology company that makes cardiovascular disease prevention and early detection more accessible, personalized, and precise. The Company aims to become one of the leading medical technology companies for enabling improved prevention, early detection and treatment of cardiovascular disease. The Company's vision is to transform medical care for cardiovascular disease from reactive to proactive. With prevention and early detection as the new norm, epigenetics-based technologies driven by artificial intelligence will usher in an era of Precision Cardiovascular Testing. The Company's flagship solutions were developed in partnership with dedicated scientists and clinicians; Cardio Diagnostics' Epi+Gen CHD™ test helps clinicians better assess each patient's risk profile for cardiovascular disease.
For more information, see https://cardiodiagnosticsinc.com/.
About University of Iowa Research Foundation:
The University of Iowa Research Foundation is part of the University of Iowa Office of the Vice President for Research, which provides researchers and scholars with resources, guidance, and inspiration to secure funding, collaborate, innovate, and forge frontiers of discovery that benefit everyone. More at http://research.uiowa.edu, and on Twitter: @DaretoDiscover.
About Mana Capital Acquisition Corp.
Mana Capital Acquisition Corp. is a blank check company formed for the purpose of engaging in a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Its efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although it intends to focus its search on target businesses operating in North America, Europe and Asia in the healthcare, technology, green economy, and consumer products sectors.
No Offer or Solicitation
On May 31, 2022, Cardio Diagnostics, Inc. announced that the Company had entered into a definitive business combination agreement with Mana Capital Acquisition Corp. (“Mana Capital”). Mana Capital has filed a Form S-4 Registration Statement/proxy statement with the Securities and Exchange Commission in connection with the proposed Business Combination.
This press release is not a proxy statement or solicitation of a proxy, consent, or authorization concerning any securities or in respect of the proposed Business Combination. It shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Mana Capital or Cardio Diagnostics, 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 before registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except utilizing a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
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 Diagnostics’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 Diagnostics 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 Diagnostics 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 Diagnostics 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.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Mana Capital’s and Cardio Diagnostics’ 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 Diagnostics’ 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 Diagnostics’ 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 Diagnostics 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: the 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 Reports on Form 10-Q 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 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. Nothing in this press release 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.
Contact:
Khullani M. Abdullahi. JD
pr@cardiodiagnosticsinc.com