--- schema_version: "secwatch.filing_event.v1" accession: "0001079973-23-001784" form_type: "8-K" ticker: "CDIO" cik: "0001870144" company_name: "Cardio Diagnostics Holdings, Inc." filed_at: "2023-12-19T23:59:59+00:00" generated_at: "2026-06-07T10:50:47.003624+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Cardio Diagnostics shareholders approve reverse stock split, share issuance, and board ## Summary - All seven director nominees elected; each received >5.8M for, <0.4M withheld, 3.48M broker non-votes. - Reverse stock split of 1:5 to 1:40 approved (7.42M for, 2.25M against); board may implement within one year. - Share issuance proposal for transactions resulting in 20%+ dilution approved (5.01M for, 1.16M against). - Ratification of Prager Metis CPAs as auditor for FY2023 approved (9.07M for, 0.59M against). ## SEC filing metadata - accession: 0001079973-23-001784 - form_type: 8-K - ticker: CDIO - cik: 0001870144 - company_name: Cardio Diagnostics Holdings, Inc. - filed_at: 2023-12-19T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1870144/000107997323001784/0001079973-23-001784-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1870144/000107997323001784/cdio_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001079973-23-001784 - JSON: https://secwatch.observer/filing/0001079973-23-001784.json - Plain text: https://secwatch.observer/filing/0001079973-23-001784.txt ## Key facts - Shareholder Votes Cardio Diagnostics Holdings, Inc. shareholders approved Approval of the future issuance of shares of Common Stock and/or securities convertible into or exercisable for Common Stock equal to 20% or more of the Common Stock outstanding in one or more non-public transactions as required by Nasdaq Marketplace Listing Rule 5635(d) at the 2023-12-18 meeting. - Outcome: passed - Meeting: 2023-12-18 source text: The Share Issuance Proposal was approved. Any non-public financing transaction undertaken in connection with this approval will be conducted within the parameters set forth in the Share Issuance Proposal described in the proxy statement for the Annual Meeting. For Against Abstain Broker Non-Votes 5,014,358 1,156,400 141,251 3,482,473 evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997323001784/0001079973-23-001784-index.htm - Shareholder Votes Cardio Diagnostics Holdings, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-12-18 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-12-18 source text: The ratification of the appointment of Prager Metis CPA’s LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved. For Against Abstain Broker Non-Votes 9,065,135 591,235 138,112 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997323001784/0001079973-23-001784-index.htm - Shareholder Votes Cardio Diagnostics Holdings, Inc. shareholders approved Approval of an amendment to the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse stock split of between 1-for-5 and 1-for-40 at the discretion of the Company’s Board of Directors at the 2023-12-18 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-12-18 source text: The Reverse Stock Split Proposal was approved. The amendment to the Company’s Third Amended and Restated Certificate of Incorporation will only be filed in the event the Board of Directors deems it to be necessary and appropriate within one year of the Annual Meeting. For Against Abstain Broker Non-Votes 7,424,337 2,251,192 118,953 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997323001784/0001079973-23-001784-index.htm - Shareholder Votes Cardio Diagnostics Holdings, Inc. shareholders approved Election of Directors at the 2023-12-18 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-12-18 source text: The votes regarding the election of directors were as follows: Nominee For Authority Withheld Broker Non-Votes Meeshanthini Dogan, Ph.D. 5,988,739 323,270 3,482,473 Warren Hosseinion, M.D. 5,928,708 383,301 3,482,473 James Intrater 5,890,758 421,251 3,482,473 Stanley Lau, M.D. 5,892,858 419,151 3,482,473 Oded Levy 5,901,424 410,585 3,482,473 Robert Philibert, M.D., Ph.D. 5,989,309 322,700 3,482,473 Paul F. Burton, J.D., MBA 5,989,309 322,700 3,482,473 evidence_url: https://www.sec.gov/Archives/edgar/data/1870144/000107997323001784/0001079973-23-001784-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.