{"schema_version":"secwatch.filing_event.v1","accession":"0001079973-23-000793","form_type":"8-K","ticker":"CDIO","cik":"0001870144","company_name":"Cardio Diagnostics Holdings, Inc.","filed_at":"2023-05-30T23:59:59+00:00","discovered_at":"2026-05-14T18:03:41.402106+00:00","generated_at":"2026-06-14T12:03:57.975145+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Stockholders approve issuance of up to 20.4M shares upon conversion of $11.2M debentures to YA II PN","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001079973-23-000793","json":"https://secwatch.observer/filing/0001079973-23-000793.json","markdown":"https://secwatch.observer/filing/0001079973-23-000793.md","text":"https://secwatch.observer/filing/0001079973-23-000793.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1870144/000107997323000793/0001079973-23-000793-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1870144/000107997323000793/cdio_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T12:03:57.975145+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"15d204bab6fa49213d6b5d9e7b5ecbdf1b2a6dcc","claim":"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).","evidence_excerpt":"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 .","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1870144/000107997323000793/0001079973-23-000793-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-05-30"}],"fact_type":"governance_change"},{"claim_id":"44ffd1c481ba6be5d4d2f89daaf7a5f9088da462","claim":"Cardio Diagnostics Holdings, Inc. shareholders approved Approval of the Company's Third Amended and Restated Certificate of Incorporation at the 2023-05-26 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1870144/000107997323000793/0001079973-23-000793-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-26"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}