---
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"
generated_at: "2026-06-14T12:03:57.975145+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001079973-23-000793
- JSON: https://secwatch.observer/filing/0001079973-23-000793.json
- Plain text: https://secwatch.observer/filing/0001079973-23-000793.txt

## Key facts
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997323000793/0001079973-23-000793-index.htm
- Shareholder Votes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997323000793/0001079973-23-000793-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.