Cardio Diagnostics Holdings Inc

1. 1

   Election of seven directors

   ManagementBoard: FOR

   Election of seven named nominees to serve one-year terms until the 2027 annual meeting or until their successors are elected and qualified.

2. 2

   Approval of the future issuance of shares equal to 20% or more in non-public transactions in accordance with Nasdaq Rule 5635(d) (the “2026 Issuance Proposal”

   ManagementBoard: FOR

   Seek stockholder approval to issue up to 5.0 million shares or securities convertible into shares (max $10.0M) in non-public transactions at up to 25% discount within three months (or up to six with Nasdaq approval) as required by Nasdaq Rule 5635(d).

   More detail

   This management proposal requests authority to issue up to 5.0 million shares, or securities convertible into shares, in one or more non-public transactions (or series of transactions) representing 20% or more of the company’s outstanding shares, subject to Nasdaq Rule 5635(d), to allow the company to raise up to $10.0 million at discounts up to 25% within a three-month window following shareholder approval (extendable to six months with Nasdaq approval). Management seeks this authority because the company continues to face low trading prices and liquidity needs that make public ATM offerings insufficient or slow, and they previously used ATM methods to raise capital but desire an alternative non-public route to move quickly when opportunities arise. The proposal specifies maximum share and dollar amounts, maximum discount, and timing constraints, describes potential dilution and anti-takeover effects, and notes that approval is needed to comply with Nasdaq rules if such issuance is sought. The Board recommends a FOR vote, arguing that maintaining flexibility for capital raising is in the best interests of the company and its stockholders given current market conditions and operational funding needs.

3. 3

   Ratification of appointment of Prager Metis CPA’s LLC as independent registered public accounting firm for 2026

   ManagementBoard: FOR

   Ratify the audit committee’s selection of Prager Metis CPA’s LLC to serve as independent auditor for fiscal 2026.

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When is the Cardio Diagnostics Holdings Inc 2026 annual meeting?

Cardio Diagnostics Holdings Inc (CDIO) holds its 2026 annual shareholder meeting on Friday, September 18, 2026.

What is the record date for the Cardio Diagnostics Holdings Inc 2026 meeting?

The record date for the Cardio Diagnostics Holdings Inc 2026 meeting is Friday, July 31, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cardio Diagnostics Holdings Inc's 2026 meeting?

The board is presenting 7 director nominees at the Cardio Diagnostics Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cardio Diagnostics Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Cardio Diagnostics Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.