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

~~October~~February 1519, ~~2025~~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 7.0701. ~~Submission~~ ofRegulation ~~Matters~~FD ~~to a Vote of Security Holders~~Disclosure.

On ~~October 15~~February 19, ~~2025~~2026, Cardio Diagnostics Holdings, Inc., ~~a Delaware corporation~~ (the “Company”) ~~held~~is ~~its~~holding ~~annual~~an ~~meeting~~investor ofconference ~~stockholders~~ call (the “~~Annual~~Investor ~~Meeting~~Call”). Ofat ~~the~~3 ~~Company’s 1,763,129 shares of common stock issued and outstanding and eligible to vote as of the record date of August 25, 2025, a total of 927,526 shares, or approximately 52~~p.~~6% of the eligible shares, was in attendance or represented by proxy~~m. ~~The~~ ~~Company’s~~Central ~~stockholders~~Standard ~~voted on~~Time ~~three~~to ~~proposals~~discuss ~~as set forth below. Each of~~ the ~~proposals is described in further detail in the~~ Company’s ~~definitive~~current ~~proxy statement~~status, ~~which~~ ~~was~~recent ~~filed with the Securities and Exchange Commission on September 4~~developments, ~~2025. The final voting results, including the number of votes cast for, against, or withholding authority,~~ and ~~the~~ongoing ~~number~~strategic ~~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~~priorities.

~~Proposal~~During 1:the ~~Election~~Investor Call, members of ~~Directors (~~the ~~“Election of~~Company’s ~~Directors~~management ~~Proposal”)~~are discussing, among other things:

~~The~~· ~~Company’s~~Corporate ~~stockholders~~updates ~~elected seven directors to serve for the ensuing year~~ and ~~until~~recent 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:developments;

Nominee	For	Authority Withheld	Broker Non-Votes
Meeshanthini V. Dogan	361,246	103,733	462,547
Warren Hosseinion	429,765	35,214	462,547
Wendy J. Betts	355,919	109,060	462,547
Paul F. Burton	428,090	36,889	462,547
Peter K. Fung	433,252	31,727	462,547
James Intrater	427,266	37,713	462,547
Robert Philibert	431,160	33,819	462,547

Recent clinical data;

~~Proposal~~· 2:Reimbursement ~~Approval~~progress; ~~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~~Strategic ~~Issuance~~initiatives ~~Proposal~~and ~~was approved. Any non~~long-~~public~~term 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 Meetingobjectives.

For			Against			Abstain			Broker Non-Votes
283,304			166,492			15,183			462,547

A copy of the presentation materials being used in connection with the Investor Call is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. A replay of the Investor Call will be made available on the Company’s investor relations website at https://www.cstproxy.com/cardiodiagnosticsinc/investorday/2026 for a limited period of time.

~~Proposal~~The 3:information ~~Ratification~~furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of ~~Appointment~~Section 18 of ~~Independent~~the ~~Registered~~Securities Exchange Act of 1934, ~~Public~~as ~~Accounting~~amended ~~Firm~~ (the “~~Auditor~~Exchange ~~Ratification Proposal~~Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

The ~~ratification~~presentation materials and remarks being made during the Investor Call contain forward-looking statements within the meaning of the ~~appointment~~Private Securities Litigation Reform Act of ~~Prager~~1995. Forward-looking ~~Metis~~statements ~~CPA’s~~are ~~LLC~~subject to risks and uncertainties that could cause actual results to differ materially from those expressed asor implied by such statements. These risks and uncertainties include, but are not limited to, those described in the Company’s ~~independent~~most recent ~~registered~~Annual ~~public~~Report ~~accounting~~on ~~firm~~Form ~~for~~10-K and subsequent Quarterly Reports on Form 10-Q filed with the ~~fiscal~~Securities ~~year~~and ~~ending~~Exchange ~~December 31~~Commission (the “SEC”), ~~2025~~and ~~was~~other ~~approved~~filings the Company makes with the SEC. The Company undertakes no obligation to update any forward-looking statements except as required by law.

For				Against				Abstain
	813,401				64,820				49,305

Item 9.01. Financial Statements and Exhibits.

~~Item 9.01. Financial~~(d) ~~Statements and~~ Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Investor Presentation dated February 19, 2026

104		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Exhibit No.		Description of Exhibit
104		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

~~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.

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: February 19, 2026	CARDIO DIAGNOSTICS HOLDINGS, INC.

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

Dated: October 15, 2025	CARDIO DIAGNOSTICS HOLDINGS INC.
	By:	/s/ Elisa Luqman
		Elisa LuqmanChief Financial Officer

Filing Compare · Cardio Diagnostics Holdings, Inc.