How did Cardio Diagnostics (CDIO) stockholders vote on the share issuance proposal?

For the share issuance proposal, there were 936,488 votes for, 193,532 against, and 27,695 abstentions, with 625,505 broker non-votes. The proposal was approved by the stockholders.

Cardio Diagnostics OKs 20%+ private share issuance

Q: How many Cardio Diagnostics (CDIO) shares were eligible to vote and what was the turnout?

There were 2,959,469 shares of common stock issued, outstanding, and eligible to vote as of July 31, 2026. At the annual meeting, 1,783,220 shares were present or represented by proxy, which is approximately 60.25% of eligible shares.

Q: What is the share issuance proposal approved for CDIO under Nasdaq Marketplace Listing Rule 5635(d)?

Stockholders approved the future issuance 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, within parameters described in the proxy statement and consistent with Nasdaq Marketplace Listing Rule 5635(d).

Q: Which audit firm was ratified for Cardio Diagnostics (CDIO) for fiscal year 2026 and how strong was the support?

Stockholders ratified Prager Metis CPA’s LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,722,311 votes for, 57,874 against, and 3,035 abstentions.

Q: How many directors did Cardio Diagnostics (CDIO) elect and what voting standard was used?

Stockholders elected seven directors to serve for the ensuing year until their successors are elected and qualified, or earlier death, resignation, or removal. The company elects its directors on a plurality vote basis, and each nominee received more votes for than withheld.

On September 18, 2026, Cardio Diagnostics Holdings, Inc. (CDIO) held its annual meeting of stockholders, with 1,783,220 of 2,959,469 eligible common shares present or represented by proxy, a turnout of approximately 60.25%.

Available on EDGAR 09/18/2026 - 04:46 PM EDT Accepted by SEC EDGAR 09/18/2026 - 04:45 PM EDT

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

On September 18, 2026, Cardio Diagnostics Holdings, Inc. (CDIO) held its annual meeting of stockholders, with 1,783,220 of 2,959,469 eligible common shares present or represented by proxy, a turnout of approximately 60.25%. Stockholders elected seven directors to one-year terms under a plurality vote standard.

They also approved a proposal permitting future issuance of shares of common stock and/or convertible or exercisable securities 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). In addition, stockholders ratified the appointment of Prager Metis CPA’s LLC as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

None.

Negative

Approval to issue 20% or more of outstanding common stock in one or more non-public transactions could lead to material dilution of existing stockholders if such financings are carried out.

Filing Explained

The approved authorization permits a possible future non-public issuance of common stock or convertible or exercisable securities; this filing does not report that securities were issued, so it creates capacity for potential dilution rather than current dilution of existing holders.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares outstanding eligible to vote: 2,959,469 shares Shares represented at meeting: 1,783,220 shares Meeting turnout: 60.25% +4 more

7 metrics

Shares outstanding eligible to vote 2,959,469 shares Common stock issued, outstanding, and eligible to vote as of July 31, 2026

Shares represented at meeting 1,783,220 shares Shares in attendance or represented by proxy at the September 18, 2026 annual meeting

Meeting turnout 60.25% Percentage of eligible shares represented at the annual meeting

Potential future issuance threshold 20% or more of common stock outstanding Authorized level for non-public transactions under the share issuance proposal and Nasdaq Rule 5635(d)

Votes for share issuance proposal 936,488 votes Votes in favor of the Share Issuance Proposal at the annual meeting

Votes for auditor ratification 1,722,311 votes Votes in favor of ratifying Prager Metis CPA’s LLC for fiscal year ending December 31, 2026

Votes for director Meeshanthini V. Dogan 1,006,735 votes Votes cast for this director nominee in the Election of Directors Proposal

Key Terms

Nasdaq Marketplace Listing Rule 5635(d), broker non-votes, independent registered public accounting firm, plurality vote basis

4 terms

Nasdaq Marketplace Listing Rule 5635(d) regulatory

"as required by Nasdaq Marketplace Listing Rule 5635(d)"

broker non-votes financial

"the number of abstentions and any broker non-votes, with respect to each matter"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"appointment of Prager Metis CPA’s LLC as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

plurality vote basis regulatory

"The Company elects its directors on a plurality vote basis"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What key matters did Cardio Diagnostics (CDIO) stockholders approve at the September 18, 2026 annual meeting?

Stockholders elected seven directors, approved a share issuance proposal allowing future issuance of 20% or more of outstanding common stock in certain non-public financings, and ratified Prager Metis CPA’s LLC as the independent registered public accounting firm for the year ending December 31, 2026.

How many Cardio Diagnostics (CDIO) shares were eligible to vote and what was the turnout?

There were 2,959,469 shares of common stock issued, outstanding, and eligible to vote as of July 31, 2026. At the annual meeting, 1,783,220 shares were present or represented by proxy, which is approximately 60.25% of eligible shares.

Which audit firm was ratified for Cardio Diagnostics (CDIO) for fiscal year 2026 and how strong was the support?

Stockholders ratified Prager Metis CPA’s LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,722,311 votes for, 57,874 against, and 3,035 abstentions.

How many directors did Cardio Diagnostics (CDIO) elect and what voting standard was used?

Stockholders elected seven directors to serve for the ensuing year until their successors are elected and qualified, or earlier death, resignation, or removal. The company elects its directors on a plurality vote basis, and each nominee received more votes for than withheld.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

September 18, 2026

Date of Report (Date of earliest event reported)

CARDIO DIAGNOSTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41097		87-0925574
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

311 W. Superior Street, Suite 444, Chicago, IL		60654
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (855) 226-9991

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001	CDIO	The Nasdaq Stock Market LLC
Redeemable Warrants, each warrant exercisable for one share of Common Stock	CDIOW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 18, 2026, Cardio Diagnostics Holdings, Inc., a Delaware corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Of the Company’s 2,959,469 shares of common stock issued and outstanding and eligible to vote as of the record date of July 31, 2026, a total of1,783,220 shares, or approximately 60.25% of the eligible shares, was in attendance or represented by proxy. The Company’s stockholders voted on three proposals as set forth below. Each of the proposals is described in further detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on August 5, 2026. The final voting results, including the number of votes cast for, against, or withholding authority, and the number of abstentions and any broker non-votes, with respect to each matter voted upon are set forth below, as reported by the Company’s independent inspector of election.

Proposal 1: Election of Directors (the “Election of Directors Proposal”)

The Company’s stockholders elected seven directors to serve for the ensuing year and until their successors are elected and qualified, or until their earlier death, resignation or removal. The Company elects its directors on a plurality vote basis. The votes regarding the election of directors were as follows:

Nominee	For	Authority Withheld	Broker Non-Votes

Meeshanthini V. Dogan	1,006,735	150,980	625,505
Warren Hosseinion	974,843	182,872	625,505
Wendy J. Betts	1,018,089	139,626	625,505
Paul F. Burton	1,029,958	127,757	625,505
Peter K. Fung	1,029,127	128,588	625,505
James Intrater	1,009,627	148,088	625,505
Robert Philibert	1,019,672	138,043	625,505

Proposal 2: 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) (the “Share Issuance Proposal”)

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
936,488	193,532	27,695	625,505

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm (the “Auditor Ratification Proposal”)

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, 2026 was approved.

For		Against		Abstain
1,722,311		57,874		3,035

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 18, 2026	CARDIO DIAGNOSTICS HOLDINGS, INC.

	By:	/s/ Elisa Luqman
		Elisa Luqman Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents