Stockholders approve issuance of up to 20.4M shares upon conversion of $11.2M debentures to YA II PN

Cardio Diagnostics Holdings, Inc.

Share issuance could exceed 20% of outstanding common stock and be priced below Nasdaq Minimum Price.
Third Amended and Restated Certificate of Incorporation approved: removes blank-check provisions, adds officer liability protection.
Charter also changes Delaware registered agent and makes conforming amendments.
Proposal to adjourn meeting was approved but not needed as quorum and votes were sufficient.
Vote results: 4,409,342 for share issuance, 1,171,332 against; 5,515,929 for charter amendment, 63,066 against.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Cardio Diagnostics Holdings, Inc.: Stockholders approved Third Amended and Restated Certificate of Incorporation removing blank-check company provisions (business combination consummated Oct 25, 2022), adding officer liability elimination, changing registered agent, and making other conforming changes (effective 2023-05-30).

Change: charter amendment
Effective: 2023-05-30

Exact text from the filing

The Certificate of Incorporation amends the Prior Certificate of Incorporation by (i) removing from the charter certain provisions that related to the status of the Company as a blank check company that are no longer applicable following the consummation of the business combination on October 25, 2022; (ii) adding a provision eliminating the personal liability of corporate officers under certain circumstances; (iii) changing the registered agent in the State of Delaware; and (iv) making certain other conforming changes to the charter .

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Cardio Diagnostics Holdings, Inc. shareholders approved Approval of the Company's Third Amended and Restated Certificate of Incorporation at the 2023-05-26 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-05-26

Exact text from the filing

the Company’s stockholders, upon the recommendation of the Company’s board of directors (the “Board”), approved the adoption of the Company’s Third Amended and Restated Certificate of Incorporation

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Cardio Diagnostics Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001079973-23-000793

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