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Cardio Diagnostics Holdings, Inc. plans a virtual annual stockholder meeting on September 18, 2026, where holders of 2,959,469 common shares as of July 31, 2026 can vote. Stockholders will elect seven directors, approve a new share-issuance authorization, and ratify Prager Metis CPA’s LLC as auditor for 2026.
The core item is the 2026 Issuance Proposal, which would permit, in one or more non-public transactions, the future sale of up to 5.0 million shares of common stock (or equivalents) for up to $10.0 million, at discounts up to 25% below market, within three months of approval (extendable to six months with Nasdaq consent), in compliance with Nasdaq Listing Rule 5635(d). If fully used, outstanding shares could rise to about 7,959,469, an increase of approximately 169%.
The company explains this authority is intended to provide an alternative capital-raising tool alongside its existing at-the-market facility, under which it has already raised about $18.75 million and issued 2,251,181 shares. The proxy discusses potential effects of any such financing, including dilution of existing ownership, possible share-price pressure, and anti-takeover implications, and outlines the board’s governance structure, committee composition, and emerging growth company status.
Cardio Diagnostics Holdings, Inc. director Peter K. Fung received a grant of stock options as part of his compensation. On June 30, 2026, he was awarded 2,854 stock options with a conversion price of $2.19 per share, each option representing the right to buy one share of common stock. These are classified as a grant or award, not an open-market purchase or sale. Following this award, Fung holds a total of 12,367 stock options linked to Cardio Diagnostics common stock, giving him additional potential future ownership if he chooses to exercise the options before they expire in 2036.
Cardio Diagnostics Holdings, Inc. director Wendy J. Betts received a grant of stock options covering 2,854 shares of common stock. The options have an exercise price of $2.19 per share and expire on June 30, 2036. This is a compensation-related award, not an open-market trade, and brings her directly held option awards to a total of 12,367 underlying shares.
Cardio Diagnostics Holdings director James Intrater received a new stock option grant as part of his compensation. On June 30, 2026, he was granted options to acquire 2,854 shares of common stock at an exercise price of $2.19 per share, expiring on June 30, 2036. After this award, he directly holds options for 13,318 shares in total.
Cardio Diagnostics Holdings director Burton Paul Frederick received a grant of stock options, providing additional equity-based compensation. The award covers 2,854 options to buy Common Stock at an exercise price of $2.19 per share, expiring on June 30, 2036. Following this grant, Frederick holds 13,318 stock options directly.
Cardio Diagnostics Holdings, Inc. reported a first-quarter 2026 net loss of $1,788,158 on very early-stage revenue of $2,680, reflecting continued investment ahead of broad commercialization. Operating expenses were $1,787,517, driven mainly by general and administrative costs, sales and marketing, and research and development.
Cash increased to $7,077,021 as of March 31, 2026, helped by $3,693,470 in net proceeds from at-the-market common stock sales, leaving stockholders’ equity at $8,903,399. The company continues to expand adoption of its AI-driven cardiovascular tests, build evidence, and rely on equity financing while acknowledging its disclosure controls were not effective.
Cardio Diagnostics Holdings, Inc. director Peter K. Fung received a grant of stock options for 3,205 shares of Common Stock at an exercise price of $1.95 per share on March 31, 2026. Following the grant, he holds stock options for a total of 9,513 shares, expiring on March 31, 2036.
Cardio Diagnostics Holdings, Inc. director Wendy J. Betts received a grant of stock options covering 3,205 shares of Common Stock. The options have an exercise price of $1.95 per share and expire on March 31, 2036. Following this award, she directly holds 9,513 stock options.
Intrater James reported acquisition or exercise transactions in this Form 4 filing.
Cardio Diagnostics Holdings director James Intrater received a grant of 3,205 stock options on Common Stock at $1.95 per share. These options were granted on March 31, 2026 and expire on March 31, 2036. Following the award, he holds 10,464 stock options directly.
Cardio Diagnostics Holdings director Burton Paul Frederick received a grant of stock options as compensation. He was awarded 3,205 options to buy Common Stock at an exercise price of $1.95 per share, expiring on March 31, 2036. Following this grant, he holds 10,464 derivative securities directly.