8-KFiled Sep 17, 8:00 PM ET

Cardio Diagnostics Holdings Reports Annual Meeting Results; Directors Elected

$CDIO · Cardio Diagnostics Holdings, Inc.

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Cardio Diagnostics Holdings Reports Annual Meeting Results; Directors Elected

What Happened
Cardio Diagnostics Holdings, Inc. announced the results of its annual meeting held on September 18, 2026. Of 2,959,469 shares outstanding and eligible to vote (record date July 31, 2026), 1,783,220 shares (≈60.25%) were represented. Stockholders elected seven directors to serve for the coming year, approved future non-public issuances of 20% or more of common stock as required by Nasdaq Rule 5635(d), and ratified Prager Metis CPA’s LLC as the company’s independent registered public accounting firm for fiscal 2026.

Key Details

  • Attendance and voting: 1,783,220 shares voted or represented (≈60.25% of 2,959,469 eligible shares).
  • Directors elected (votes FOR / 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
  • Share issuance approval (Nasdaq Rule 5635(d)): Approved — For 936,488; Against 193,532; Abstain 27,695; Broker non-votes 625,505. This authorizes future non-public financings equal to 20% or more of outstanding common stock within the proxy parameters.
  • Auditor ratification: Prager Metis CPA’s LLC ratified — For 1,722,311; Against 57,874; Abstain 3,035.

Why It Matters
These votes secure the company’s board for the coming year and permit the company to pursue non-public financings that could issue 20% or more of the current common stock—an action that can dilute existing shareholders depending on deal terms. Ratifying the auditor maintains continuity in the company’s financial reporting. Investors should note the approved share-issuance authority and monitor any future financing announcements for details on pricing and dilution.