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").
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is the investor presentation first made
available on August 26, 2022 (the "Investor Presentation") that will be used in
presentations with Mana's stockholders and other persons with respect to the
proposed Business Combination. The Investor Presentation 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. This Current Report on Form 8-K will not be
deemed an admission as to the materiality of any information of the information
in this Item 7.01, including Exhibit 99.1.
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.
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Forward-Looking Statements
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.
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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 Investor Presentation dated August 26, 2022**.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
** Furnished but not filed.
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