Cardio Diagnostics Holdings Inc SEC Filings

Director Wendy J. Betts reported acquiring 1,559 stock options of Cardio Diagnostics Holdings, Inc. (CDIO) on 09/30/2025. The options have an exercise price of $4.01, are exercisable immediately (09/30/2025) and expire on 09/30/2035. The filing shows these options cover 1,559 underlying shares, and following the reported transaction Ms. Betts beneficially owns 4,002 shares of common stock. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact on 10/03/2025. The report is a Section 16 disclosure of insider changes in beneficial ownership and contains no additional financial results or contractual terms beyond the option details.

James Intrater, a director of Cardio Diagnostics Holdings, Inc. (CDIO), exercised 1,559 stock options on 09/30/2025 at an exercise price of $4.01 per share, converting those options into 1,559 shares of common stock. After the transaction he directly beneficially owns 4,953 shares. The Form 4 reports this routine equity award exercise and shows the resulting direct ownership level.

Paul Burton, a director of Cardio Diagnostics Holdings, Inc. (CDIO), exercised stock options on 09/30/2025 to acquire 1,559 shares at an exercise price of $4.01 per share. The options are exercisable immediately and expire on 09/30/2035. Following the reported transaction, Mr. Burton beneficially owns 4,953 shares of common stock. The Form 4 was filed via signature by Elisa Luqman as attorney-in-fact on 10/03/2025. The filing identifies the reporting person as a director and shows the ownership form as direct.

Cardio Diagnostics Holdings, Inc. will hold its 2025 annual meeting virtually on October 15, 2025 at 10:00 a.m. Central Time for holders of record as of August 25, 2025. As of the record date the company reported 1,763,129 shares of common stock outstanding. The board recommends voting FOR three proposals: (1) election of seven director nominees for one-year terms; (2) approval to issue shares and/or convertible/exercisable securities in one or more non-public transactions equal to 20% or more of outstanding common stock under Nasdaq Rule 5635(d); and (3) ratification of Prager Metis CPA's LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The proxy discloses parameters for the 2025 Issuance Proposal: a maximum of 1,666,666 shares (post 1-for-30 reverse split), a maximum aggregate dollar amount of $10.0 million, a maximum discount to market of 25%, and an intended issuance timeframe not to exceed three months from stockholder approval (with potential Nasdaq approval to extend to six months).

Cardio Diagnostics Holdings, Inc. is soliciting proxies for a virtual Annual Meeting on October 15, 2025 where stockholders will vote on three items: election of seven director nominees (including the CEO and CMO, both co‑founders), ratification of Prager Metis CPA's LLC as the company’s independent registered public accounting firm, and approval to permit future non‑public issuances of Common Stock or convertible/exercisable securities equal to 20% or more of outstanding shares in accordance with Nasdaq Rule 5635(d).

The 2025 Issuance Proposal requests authorization to issue up to 1,666,666 shares (post 1‑for‑30 reverse split), with a maximum aggregate of $10.0 million, a maximum 25% discount to market, and a proposed issuance window of up to three months (extendable to six months with Nasdaq approval). The filing states the company has raised approximately $14.8 million and issued 1,054,841 shares under its ATM program and that it continues to need additional capital to maintain operations. The Board recommends voting FOR all proposals. The proxy also discloses governance details including independent committee composition and an audit committee financial expert.